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Kainos Annual Report 2026
TRUE
PARTNERS
CHANGE
THE WORLD
TOGETHER
Kainos Annual Report 2026
Kainos Group plc is a UK-headquartered
provider of sophisticated IT services to
major public sector, commercial and
healthcare customers, and a developer of
software applications. Our shares are listed
on the London Stock Exchange (LSE: KNOS).
Our expertise spans three divisions:
Digital Services develops and supports custom digital service platforms, which
help customers solve key business problems such as the need to improve their
service, reduce costs and increase productivity.
Workday Services is a respected Workday partner, providing a comprehensive
range of services to support customers deploying Workday’s Finance, HR and
Planning products.
Workday Products develops proprietary software products that complement
Workday, by enhancing our customers’ system security and compliance and
improving their document generation and storage.
Our purpose
Our purpose is to help our customers with their most challenging projects and,
together with our partners, help them build the capability to succeed in the
digital age.
CONTENTS
Strategic report
01 Financial highlights
02 Operational highlights
06 Kainos at a glance
08 Our investment case
10 Chief Executive Officer’s statement
14 Our markets
18 Our business model
20 Our strategy
24 Operational review
30 Our Environmental, Social and
Governance (ESG) Commitments
54 Financial review
59 Key Performance Indicators (KPIs)
60 Risk factors and uncertainties
66 Viability statement
Corporate governance
68 Chair’s introduction to governance
70 Key Board discussions
and activities
76 Directors’ biographies
78 Corporate Governance Report
81 Nominations Committee Report
85 Audit and Risk Committee Report
89 Directors’ Remuneration Report
99 Annual Report on Remuneration
108 Directors’ Report
Financial statements
113 Independent Auditor’s Report to
the members of Kainos Group plc
120 Consolidated income statement
120 Consolidated statement
of comprehensive income
121 Consolidated statement
of financial position
122 Consolidated statement
of changes in equity
123 Consolidated statement
of cash flows
124 Notes to the consolidated
financial statements
167 Company statement
of financial position
168 Company statement
of changes in equity
169 Notes to the Company
financial statements
Other information
172 Definition of terms
173 Company information
Find out more
You can discover more about
us at www.kainos.com.
1
Kainos Annual Report 2026
Strong sales execution has
driven revenue growth across
the Group, with profit slightly
ahead of expectations
despite anticipated cost
increases
• Revenue increased by 17% (16%
organic, 19% ccy) to £431.1 million
(2025: £367.2 million).
• Adjusted pre-tax profit was 2%
higher (5% ccy) at £67.1 million, with
an adjusted profit margin of 16%
(2025: 18%).
• Following a series of large
contract awards during the year,
we significantly increased the use
of contractors and third-party
suppliers to support growth and
provide delivery capacity. Contractor
costs increased to £18.5 million (2025:
£4.5 million), while third-party supplier
costs increased to £30.1 million (2025:
£14.7 million), including both short-
term capacity support and strategic
supplier arrangements.
• In addition, the period included
the first full year of investment in
our Built on Workday partnership,
together with higher employee
costs relating to increased National
Insurance contributions and elevated
bonus payments reflecting stronger
business performance.
• Bookings grew by 32% to
£505.3 million (2025: £382.4 million)
and the year-end contracted
backlog rose 18% to £433.9 million
(31 March 2025: £368.2 million).
• Cash conversion of 99% (2025: 112%)
contributed to a robust year-end
cash position
(2)
of £89.1 million
(2025: £133.7 million), after returning
£55.7 million through share buybacks,
acquiring Davis Pierrynowski Limited
(Davis Pier), progressing construction
of our Belfast HQ and paying
restructuring costs provided for
in FY25.
• The current share buyback
programme completed on 15 May
2026, with a total of 3,729,068 shares
bought back for consideration of
£30.0 million.
2026 2025 Change
Revenue £431.1m £367.2m +17%
Statutory profit before tax £58.1m £48.6m +19%
Adjusted pre-tax profit
(1)
£67.1m £65.6m +2%
Diluted earnings per share 35.1p 28.2p +24%
Adjusted diluted earnings per share 41.1p 38.3p +7%
Total dividend per share 29.6p 28.4p +4%
Bookings £505.3m £382.4m +32%
Product Annual Recurring Revenue (ARR) £89.0m £72.6m +23%
Contracted backlog £433.9m £368.2m +18%
Cash
(2)
£89.1m £133.7m -33%
(1) The Financial Review section
reconciles adjusted and
statutory profit measures. See
also the Definition of terms
section for more information
on adjusted measures
and other key terms and
metrics used in this report.
(2) Includes £6.2 million
(31 March 2025: £5.4 million)
of treasury deposits which
do not meet the definition of
cash and cash equivalents.
FINANCIAL
HIGHLIGHTS
Strategic Report
Kainos Annual Report 2026
2
OPERATIONAL
HIGHLIGHTS
CONTINUED
RAPID GROWTH
IN WORKDAY
PRODUCTS
Revenue
rose
15%
Strategic Report
Workday Products continued its rapid
growth and is on track to reach our ARR
targets of £100 million by the end of 2026
and £200 million by the end of 2030
• Revenue rose 15% (19% ccy) to £81.7 million (2025:
£71.3 million), with ARR increasing by 23% (24% ccy)
to £89.0 million (2025: £72.6 million).
• Reaching £100 million ARR will represent a
significant milestone for the business and one
achieved by very few UK software companies. This
progress reflects the strength of the founding team
and colleagues across the division, led by Malachy
Smith, whose vision, drive and leadership have been
central to building one of the UK’s most scaled and
successful software businesses.
» As we build towards our £200 million ARR target,
we have invested in the leadership team within
the division, adding additional expertise and
experience to the team across several senior roles.
» These appointments include a Chief Marketing
Officer (ex-Google, Microsoft), Chief Product
Officer (ex-UiPath, Optimizely), Chief Customer
Officer (ex-Mimecast, Veeva), and a Chief Revenue
Officer (ex-Splunk, VMware).
» Derek Brown (ex-Quantexa, BAE) will join in
June to lead this expanded team, with Malachy
transitioning to an advisory role in the Group
focused on new areas with significant growth
potential.
• Workday Products now has nearly 700 customers
(31 March 2025: more than 560) with around 41%
taking two or more products (31 March 2025:
around 35%).
• We continued to invest in our products, with
R&D expenditure rising by 11% to £18.7 million
(2025: £16.8 million), all of which was expensed
in the year. Sales and marketing spend increased
by 21% to £18.7 million (2025: £15.5 million), including
£2.3 million of additional costs associated with the
first full year of our Workday partnership.
• Through an exclusive arrangement, Workday is
reselling our new Pay Transparency product to its
customers, to help them meet the requirements of
the European Pay Transparency Directive which
comes into force from next month.
3
Kainos Annual Report 2026
SIGNIFICANT
CONTRACT
WINS
IN DIGITAL
SERVICES
STRONG SALES
PERFORMANCE
IN WORKDAY
SERVICES
Digital Services returned to growth with
significant contract wins in healthcare
and the public sector and continued
expansion in North America
• Revenue increased by 23% (20% organic, 23% ccy)
to £241.7 million (2025: £197.2 million).
• Bookings were 29% higher at £261.3 million
(2025: £202.0 million), contributing to a year-end
contracted backlog of £180.3 million (31 March 2025:
£160.1 million).
• Public sector revenue rose by 11% to £136.0 million
(2025: £122.1 million)
(3)
and healthcare revenue was
55% up at £74.9 million (2025: £48.2 million), with
both sectors benefiting from large new contract
wins including programmes with the Home Office,
Department for Transport, Driver and Vehicle
Standards Agency and NHS England.
• During the year, we deprioritised acquiring
new commercial customers to invest in growth
opportunities in other parts of Digital Services.
As a result, commercial sector revenue was 41%
lower at £10.7 million (2025: £18.0 million).
• Revenue in North America was 127% higher at
£20.2 million (2025: £8.9 million), with strong organic
growth (75%) and a six-month contribution from
Davis Pier, a consultancy specialising in addressing
complex challenges for public sector and
community organisations.
Workday Services also returned to
growth in FY26, due to a strong sales
performance and our focus on more
complex deployments where we have
deep expertise
• We are a leading Workday consulting specialist,
the seventh
(4)
largest globally by certified consultant
numbers.
• Revenue increased by 9% (12% ccy) to £107.6 million
(2025: £98.7 million), with 12% growth in the Americas.
EMEA revenue was down 1% but the trend is improving,
with sequential growth each half year since H2 2025.
• We continued to make good progress in new
markets, with revenue in Australia and New Zealand
growing quickly and opportunities emerging in
Latin America.
• Bookings increased by 44% to £121.8 million
(2025: £84.6 million), with a contracted backlog
of £74.9 million at the year end (31 March 2025:
£59.3 million).
Revenue
increased by
23%
Revenue
increased by
9%
(3) Digital Services’ sectoral revenues
for FY25 have been re-presented
to exclude North America, which
we now report separately.
(4) According to partner metrics
sourced from Workday,
October 2025.
Kainos Annual Report 2026
4
Strategic Report
Operational Highlights continued
A BUSINESS
BASED ON
CUSTOMER
SERVICE
EXCELLENCE
HARNESSING
THE POTENTIAL
OF AI FOR OUR
CUSTOMERS
We continue to benefit from our
geographical breadth, with international
markets generating 41% of Group
revenue (2025: 41%)
• International revenue rose by 18% to £177.2 million
(2025: £149.9 million).
• Workday Services and Workday Products have
particularly strong international customer bases,
which generate 83% of their aggregate revenues
(2025: 81%).
Excellent service drives customer
satisfaction and retention
• Our customers continued to rate our services as
’excellent’, with a Net Promoter Score of 61 (2025: 70).
• Existing customers generated revenue of
£370.0 million (2025: £299.4 million), up 24%,
representing 86% of Group revenue (2025: 82%).
• Customer numbers increased to 1,253 at the year
end (31 March 2025: 1,094).
Continued growth in our AI business, as
we help customers responsibly harness
its potential
• Revenues for AI- and data-related projects
increased 11% to £45.8 million (2025: £41.1 million)
and now represent 19% of Digital Services’ revenue
(2025: 21%).
• To date, we have delivered over 400 AI and data
projects, including 158 in FY26.
• Since 2018, Kainos has been the seventh largest
supplier of AI to the UK public sector, with over
£66 million in awarded contracts.
• We continue to invest in our Responsible AI
capabilities and are doubling the size of the Kainos
Responsible AI team to support safe, responsible,
and scalable adoption of AI by our customers.
• We launched a Workday AI Centre of Excellence,
building on our founding membership of Workday’s
Agent Partner Network and deep expertise across
Workday Services and Products.
International
revenue rose by
18%
Existing customers
generated revenue of
£370m
Revenues for AI- and
data-related projects
increased by
11%
5
Kainos Annual Report 2026
Engaged and committed colleagues
underpin our business performance
• We have 3,475 people (31 March 2025: 2,865) across
17 countries, with the increase reflecting organic
growth and the 120 colleagues who joined us with
Davis Pier.
• The number of employed staff rose from 2,796 at
31 March 2025 to 3,216 at the year end.
• Employee retention remains strong at 90%
(2025: 93%), supported by high engagement
of 77% (2025: 75%) in our internal surveys.
A POSITIVE
OUTLOOK FOR
FY27
Current trading and outlook
• We operate in markets with clear long-term
structural drivers, as organisations increasingly
seek to harness technology to improve their service
quality and productivity, and reduce cost.
• Our near-term performance is supported by a
healthy pipeline, a significant contracted backlog
and a strong balance sheet.
• In FY27, we expect:
» Continued momentum in Workday Products,
including achieving our initial ARR target of
£100 million by the end of 2026.
» Further growth in Digital Services, led by our
public sector and healthcare segments in the UK
and our strengthened position in North America.
» Another positive year for Workday Services, as
we continue to focus on complex deployments for
customers and consulting activities linked to our
own products, coupled with further progress in our
newer international markets.
Employee retention
remains strong at
90%
Kainos Annual Report 2026
6
Digital Services
Digital Services addresses customers’
business challenges by developing and
supporting customised digital services for
them. We deliver large, complex projects
that focus on improving customer service
and productivity, while ensuring the
platforms are secure, accessible and
cost effective.
Our public sector projects are often part of
the UK’s national IT infrastructure, helping
more than 60 million users while saving
customers hundreds of millions of pounds. In
healthcare, our solutions enable faster, more
cost-effective and patient-focused services.
We serve over 120 customers, including the
Home Office, the Government of Ontario,
Rolls-Royce, the Crown Prosecution Service,
DEFRA, NHS England and the UK Health
Security Agency. In the UK public healthcare
system, we work for more than 45 national,
regional and local bodies, and clinical
research institutes.
Workday Services
As one of Workday Inc’s most-respected
partners, we deploy its Finance, HR and
Planning products to our clients in Europe
and North America, with a growing presence
in Asia Pacific. Our experience in complex
deployment and integrations means
customers trust us to launch, test and
extend their Workday systems.
Since becoming a Workday partner in
2011, we have grown into one of the largest
globally, with teams in 17 countries and more
than 600 customers worldwide.
We are proud to work with organisations
such as Glencore (Canada), Daniel J.
Edelman Holdings (USA), Natura (Brazil),
City of Helsinki (Finland), Perth Airport
(Australia) and Miller Insurance (UK).
Workday Products
We develop SaaS products that complement
Workday’s platform and are part of its Built
on Workday program. We have two areas
of focus.
First, our market-leading suite of Smart
products solves key operational challenges
for Workday customers around Governance,
Risk and Compliance (GRC) management
and controls:
• Smart Test (launched in 2014): Creates
automated, customised tests for a
customer’s unique Workday configuration.
• Smart Audit (2021): Delivers automated,
always-on security and compliance
controls and monitoring for Workday
customers.
• Smart Shield (2022): Patented solution
which ensures privacy and control of
sensitive data to deliver effective Workday
reports.
Second, we have two software solutions
that extend the functionality of Workday to
address important use cases for HR teams:
• Employee Document Management (EDM)
(2024): Delivers a compliant, automated,
digital employee document solution,
reducing administration and accelerating
employee onboarding.
• Pay Transparency Analyzer (2025):
Enables customers to comply with the
new EU Pay Transparency Directive. This
was built by Kainos for Workday as part
of our key strategic partnership and is
sold directly by Workday to their global
customer base.
Almost 700 customers use at least one of our
products, including: State of Georgia (USA),
Genesys (USA), Bupa (UK), Skyscanner (UK)
and Julius Baer (Switzerland).
Our operating divisions
Our three divisions give us significant diversification by
business type, sector, geography and customers. This exposes
us to a broad range of growth opportunities, while helping to
reduce risk.
KAINOS
AT A GLANCE
Strategic Report
7
Kainos Annual Report 2026
UK & Ireland
Central Europe
Americas
Rest of World
Digital Services
Workday Services
Workday Products
Central Services
18%
66%
12%
2
0
2
6
4%
21%
52%
21%
2
0
2
6
6%
People by region: People by division:
3,475
(2025: 2,865)
3,216
(2025: 2,796)
90%
(2025: 93%)
Our People
Number of staff
and contractors:
Number of
employed staff:
Employee
retention:
Commercial sector
Public sector
Healthcare
UK & Ireland
North America
Central Europe
Rest of World
18%
(2025: 14%)
47%
(2025: 52%)
35%
(2025: 34%)
8%
(2025: 9%)
59%
(2025: 59%)
32%
(2025: 31%)
2
0
2
6
1%
(2025: 1%)
2
0
2
5
2
0
2
4
2
0
2
6
2
0
2
5
Customers by sector (revenue): Customers by region (revenue):
1,253
(2025: 1,094)
61
(2025: 70)
86%
(2025: 82%)
Our Customers
Active customers: Net Promoter
Score:
Revenue from
existing customers:
2
0
2
5
Digital Services
56% of Group total,
5-year growth: 5% CAGR
Workday Services
25% of Group total,
5-year growth: 11% CAGR
Workday Products
19% of Group total,
5-year growth: 26% CAGR
£81.7m
£241.7m
£107.6m
Revenue by operating division FY26
2
0
2
6
Revenue
Kainos Annual Report 2026
8
We believe the
following factors
make Kainos
a compelling
proposition for
investors.
1. Attractive markets
with long-term
growth drivers
We have strong positions
in markets that are set to
grow for years to come,
driven by our customers’
need to solve core
business problems through
digital transformation.
The rapid emergence
of new technologies,
particularly the growing
range of applications
for AI, also creates
opportunities for us.
2. Excellent customer
relationships
underpin high
repeat business
and new wins
Customers trust us to
deliver complex and
mission-critical digital
transformations. We
develop long-term
relationships with them
based on outstanding
service. Our NPS of 61 is
well above the benchmark
for excellence of 50.
We grow our business with
customers over time, with
86% of our FY26 revenue
coming from existing
customers. In the UK public
and healthcare sectors,
this repeat business is
supported by our positions
on major procurement
frameworks. These are
multi-year agreements
that enable customers
to select from a list of
approved suppliers,
generating high visibility
of revenue for us.
OUR
INVESTMENT CASE
Strategic Report
9
Kainos Annual Report 2026
Kainos
3. Rapid growth in
Workday Products
delivering repeat
revenue, high
margins and
attractive cash flows
Workday Products is our
fastest-growing division
and we are excited by its
prospects. Its high gross
margins allow us to fund
continued investment
in product development
and sales and marketing,
which continue to deliver
results. Our subscription
model generates recurring
revenue and attractive
cash flows, as we are
typically paid annually in
advance.
4. Strategic
partnerships with
industry leaders
All three divisions benefit
from key partnerships.
In Workday Services, we
are Workday’s seventh
largest partner globally
by number of certified
consultants. In Workday
Products, our Built on
Workday partnership is
unique in the industry.
Digital Services also has
important partnerships
with Microsoft and AWS.
5. Significant
international
expansion
opportunity
Workday Services and
Workday Products
generate around 83% of
their combined revenues
from international
customers. We see
considerable scope for
further growth, as we
deepen our presence in
our core North American
and European markets
and expand into new
regions. Digital Services
has a rapidly growing
business in Canada, which
we have significantly
strengthened in the last
12 months through the
acquisition of Davis Pier
and organic investment.
6. A diversified
business, with
a substantial
contracted backlog
and robust balance
sheet
While we can never be
immune to economic
conditions, we have built
resilience through our
diversification by service
line, geography and
customer type. High levels
of repeat business and
rapidly growing recurring
revenue in Workday
Products add to this
resilience, as does our
contracted backlog. This
is typically at least 85%
of prior-year revenue. We
are also financially robust,
having been debt free
since becoming a public
company. At 31 March
2026, we had net cash of
£89.1 million, giving us the
resources to invest for
growth.
Kainos Annual Report 2026
10
CHIEF EXECUTIVE
OFFICER’S STATEMENT
Strategic Report
11
Kainos Annual Report 2026
THE GROUP PERFORMED
STRONGLY IN FY26, GIVING US
MOMENTUM AS WE ENTER OUR
NEW FINANCIAL YEAR.
WE SEE GREAT OPPORTUNITIES
AHEAD FOR EACH OF OUR
DIVISIONS, AS WE HELP OUR
CUSTOMERS DEPLOY
TECHNOLOGY TO SOLVE THEIR
CRITICAL BUSINESS ISSUES.”
“
Brendan Mooney
Chief Executive Officer
A positive year
This was a good year for
Kainos, with our excellent
sales performance driving
strong revenue growth of
17%, to £431.1 million. Overall
bookings increased by 32%
to £505.3 million and our
backlog at the year end was
£433.9 million, up 18%, which
gives us confidence and
momentum going into FY27.
Workday Products continued its excellent
growth, with revenue increasing by
15% to £81.7 million. We passed the
industry milestone of $100 million of ARR
(approximately £75 million), which only
around 1% of SaaS companies achieve. At
31 March 2026, ARR was £89.0 million and
we are making strong progress towards our
targets of £100 million by the end of 2026
and £200 million by the end of 2030. We
have continued to deepen our partnership
with Workday, which is reselling our newly
developed Pay Transparency product to
its customers. We have also significantly
strengthened the divisional leadership team,
recruiting senior talent to support the next
phase of growth.
Digital Services’ revenue rose by 23% to
£241.7 million. The healthcare sector was
particularly strong (up 55%), with public
sector revenue growing by 11%. Both sectors
benefited from substantial contract wins in
the year. Digital Services also continued to
grow rapidly in North America, supported
by the acquisition of Davis Pier, a specialist
consultancy in Canada that significantly
enhances our position.
Workday Services increased revenue
by 9% to £107.6 million, with growth in
North America and good progress with
newer markets including Australia, New
Zealand and Latin America. Revenue
in EMEA was 1% lower but the trend
is improving, with sequential growth
each half year since H2 2025.
Kainos Annual Report 2026
12
The level of growth has required us to
employ contractors and third-party
consultants to provide capacity, which
reduced margins in the year. We have
also seen additional costs from higher
employers’ National Insurance, increased
bonuses as a result of our better results,
and the first full year of investment to
support our Workday partnership. As a
consequence, adjusted pre-tax profit was
2% higher at £67.1 million. As we replace
temporary contractors with full-time
employees over the course of the year, we
anticipate clear margin improvement.
We have continued to invest in the
business, including in our product
portfolio, acquiring Davis Pier and also
starting construction of our new Belfast
headquarters. Our financial strength and
cash generation also allowed us to return
£56.2 million to shareholders through two
buyback programmes, while retaining
£89.1 million of net cash at the year end.
Supporting our customers
At the end of FY26, we had 1,253 active
customers across the Group, up from 1,094
at 31 March 2025. This success reflects our
excellent service delivery, as shown by our
Net Promoter Score of 61 (2025: 70). We
support our customers best when we focus
on the areas where we can add most value:
large-scale digital transformation projects
in the public sector and healthcare, complex
Workday implementations and new software
products that enable our customers to do
more with their Workday platforms. We
greatly appreciate our customer loyalty, with
86% of Group revenue in the year coming
from existing customers, demonstrating the
strength of our relationships.
The application of AI-enabled solutions is
becoming integral to digital transformation
and we are committed to using it responsibly
for our customers. We have strengthened
our AI-related governance and expanded
our Responsible AI team, which helps us to
manage AI risks and support customers to
adopt AI safely.
As new technologies, such as AI, create
opportunities for us and our customers, we
have refocused our innovation team. We
identify emerging trends with long-term
potential and combine these with customer
challenges, translating both into solutions
with our divisions and validating their
impact directly with customers. This brings
innovation closer to our customers and
enables faster identification of the highest
potential opportunities.
People
The Group ended the year with around 3,475
people, up from 2,865 at the end of FY25. This
reflects both our organic growth and the 120
colleagues we welcomed from Davis Pier.
The number of people employed increased
from around 2,800 to 3,216 and we continue
to recruit talented people, as we reduce our
reliance on contractors to provide capacity.
Kainos has a positive culture, which is one
of our greatest strengths. Our employee
engagement remains high at 77% (2025: 75%)
and retention is strong at 90% (2025: 93%).
We are investing in development, promoting
from within and strengthening our teams
with key hires, ensuring the Group has the
next generation of leadership in place.
Being a responsible business
Creating social value is inherent to our
business. Our work to improve public and
healthcare services makes life better for
citizens and reduces the cost to taxpayers.
At the same time, we help our public
sector and healthcare customers to tackle
economic, social and environmental issues
that are important to them, throughout the
life of our contracts. As well as being the
right thing to do, creating measurable social
value is a key criterion on which our bids are
judged, and we perform consistently well in
this area.
We have continued our initiatives to inspire
the next generation of technology leaders
through our educational outreach, with
more than 1,900 young people taking part
this year. One of our goals is to encourage
people from under-represented groups to
consider a technology career, including
continuing to attract young women into the
industry. Women currently make up 37% of
our workforce (2025: 36%), which is ahead of
the average of 21% in UK tech team roles but
shows we still have more to do.
Kainos’ commitment to climate action
remains strong. We achieved our near-term,
science-based net zero targets as planned
in FY26, delivering a 75% reduction in Scope 1
and Scope 2 emissions and a 45% reduction
in Scope 3 emissions (intensity-based)
from our FY20 base year. This progress
was delivered despite the acquisition of
Davis Pier, the start of construction of our
new headquarters building and continued
business growth during the year. Building
on this momentum, we intend to set new
science-based targets to drive further
emissions reductions. This year, we also
maintained our Carbon Disclosure Project
(CDP) B-rating (2025: B-rating).
Strategic Report
Chief Executive Officer’s Statement continued
13
Kainos Annual Report 2026
Board changes
We were delighted to welcome Shruthi
Chindalur as a Non-Executive Director
in September 2025. She has more than
20 years’ experience in the technology,
SaaS and AdTech sectors, giving her
invaluable expertise in software and global
markets. She is already making a valuable
contribution to our Board discussions and
we look forward to working with her in the
years ahead.
Since the year end, Katie Davis has informed
us that she will step down as a Non-
Executive Director following the Annual
General Meeting in September 2026. We
are very grateful for her energy, insight and
guidance during the nearly seven years she
has been on the Board.
Outlook
While the macroeconomic and geopolitical
environment remains uncertain, we are
encouraged by the momentum in the
business, which is underpinned by our
substantial contracted backlog as we enter
our new financial year. We expect further
strong growth in Workday Products and
continued progress in Digital Services and
Workday Services, resulting in another
positive year for Kainos.
Looking further ahead, we see great
opportunities for all our divisions. There
are powerful structural drivers in our
markets, as organisations seek the benefits
of deploying technology to solve their critical
business issues.
AI is reshaping enterprise technology. We
believe the next decade will not be defined
by AI replacing people or compressing
services, but by organisations needing
partners they can trust to deploy AI
responsibly inside their most important
systems: those that deliver public services,
treat patients and serve customers. That
work rewards depth, judgement and
accountability rather than scale alone, and it
is the work Kainos has built its reputation on.
We see AI as the most significant
opportunity in our markets since the
move to cloud. We expect a growing
share of our work to involve embedding
AI capabilities into the platforms our
customers already rely on and building
software products in which AI is a defining
feature rather than an add-on.
Our Digital Services, Workday Products and
Workday Services businesses, together with
our AI Centres of Excellence, position us to
advise and assist our customers on their
AI. While Microsoft and Workday remain
core to our delivery, we are actively building
partnerships with other leading AI providers
to ensure our customers benefit from the
best, most appropriate, technology as
the AI landscape continues to evolve. The
strength of our customer relationships, our
domain expertise and our track record of
responsible delivery mean we are well placed
to play a central role for our customers.
Thank you
As always, I would like to express my
appreciation to our customers and
colleagues. We are grateful for the trust and
confidence our customers continue to place
in Kainos, and for the continued engagement
and commitment our colleagues have shown
throughout the year.
Brendan Mooney
Chief Executive Officer
“ THE NEXT DECADE
WILL NOT BE
DEFINED BY AI
REPLACING
PEOPLE OR
COMPRESSING
SERVICES,
BUT BY
ORGANISATIONS
NEEDING
PARTNERS THEY
CAN TRUST TO
DEPLOY AI
RESPONSIBLY
INSIDE
THEIR MOST
IMPORTANT
SYSTEMS.”
Kainos Annual Report 2026
14
Powerful long-term trends are driving demand for our
services. We have designed our strategy to take advantage of
these trends, giving us confidence in our growth prospects.
OUR
MARKETS
TREND
1
Strategic Report
2030
The deadline for completing the
UK Government’s Roadmap for
Modern Digital Government
£45bn
The potential annual savings
and productivity benefits from
implementing the Roadmap
The UK Government is facing immense
pressure to cut costs and improve
public services. Its recent Roadmap for
Modern Digital Government sets out a
six-point plan that brings together the
most important products, platforms and
transformation initiatives planned in the
period to 2030. The Roadmap aims to:
1. Join up public services.
2. Harness the power of AI
for the public good.
3. Strengthen and extend digital and
data public infrastructure.
4. Invest in leadership and talent.
5. Transform how the public sector funds,
buys and manages technology.
6. Make government more
open and accountable.
The plan will see legacy systems replaced
across government.
As outlined in its 2025 State of Digital
Government Review, the government
estimates this programme could deliver
£45 billion a year in savings and productivity
benefits. The government recognises the
key role of the private sector in delivering
its agenda, including launching the Digital
Commercial Centre of Excellence to help get
the best from its suppliers, and working on
new funding models.
The NHS is our principal healthcare client.
Digitisation is a necessary part of delivering
better outcomes for patients, which is a key
priority for the government. Its 10 Year Health
Plan for England includes a commitment to
make the NHS “the most digitally accessible
health system in the world”. This has led to
renewed focus and investment in several
areas, as the government looks to shift the
NHS focus from treatment to prevention, and
from analogue to digital.
Demand for digital transformation
through bespoke systems
See the Our Strategy section
for more information.
15
Kainos Annual Report 2026
TREND
2
11,500+
Workday customers worldwide
160
Global Workday partners, with Kainos ranked
7th by number of certified consultants
We have an outstanding relationship with
Workday and its success in attracting
new customers is a key driver for Workday
Services. Workday continues to grow rapidly,
with its results to 31 January 2026 showing
revenue rising by 13.1% to $9.6 billion
(5)
.
Workday is now used by more than 11,500
customers globally.
As the technology landscape becomes
increasingly complex, many organisations
prefer to simplify their IT by replacing
individual software packages with
integrated suites from one provider.
Workday’s particular strengths are in
supporting customers’ HR, financial
management and planning needs, through
a SaaS suite of applications that are
cloud native, mobile-first and increasingly
powered by AI. In total, Workday has
70 million users and its customers manage
120 million workers through the system.
Weekly software updates mean Workday
customers are always using the latest
version of the software, preventing systems
from becoming outdated.
Workday’s primary competition are Oracle
and SAP. While each has several thousand
implementation partners, Workday has
appointed just 160 partners to deploy its
software, believing that a small number of
high-quality accredited partners delivers the
best deployments for customers.
Workday customers can also require
additional solutions to address a unique
business requirement, without having to
implement another platform alongside
Workday. This has created a growing market
for Workday Extend services and software
products that enhance Workday’s platform,
which we serve through our Workday
Products business.
Demand for digital transformation
by implementing Workday
(5) Workday Annual Results:
2025 Results.
“ WE HAVE AN
OUTSTANDING
RELATIONSHIP
WITH WORKDAY
AND ITS
SUCCESS IN
ATTRACTING
NEW
CUSTOMERS
IS A KEY
DRIVER FOR
WORKDAY
SERVICES.”
Kainos Annual Report 2026
16
TREND
3
Strategic Report
Our Markets continued
35+
AI-driven concepts and accelerators
validated with customers in FY26, with
7 developed into reusable patterns
£4.7m
Pipeline value from 27 new AI opportunities
identified across North America, EMEA, and
the UK
Emerging technologies creating
new opportunities
Technological advances continue to open up
new possibilities for us.
AI will have the most significant impact on
our markets in the near term. Around 70%
of businesses are still in the early stages
of adopting AI but take-up is accelerating
rapidly. However, organisations face
challenges in securing AI systems and
building governance around its use, as well
as scaling AI from an individual productivity
tool to an organisational asset.
The growth in agentic AI is a key trend,
taking AI beyond basic productivity tasks.
AI agents’ ability to plan, reason and act
without human intervention has far-
reaching implications, with the potential to
unlock major efficiencies but necessitating
strict guardrails to prevent unauthorised
actions. Research from Gartner published
in September 2025 suggested 40% of
enterprise apps would feature AI agents by
the end of 2026, up from less than 5% in 2025,
showing the rapid pace of adoption.
AI coding tools are accelerating delivery
cycles for software companies, reducing
time to market.
Hyperautomation is another rapidly growing
area. It combines technologies such as AI,
machine learning and robotics to automate
as many business tasks as possible. This
market is forecast to reach more than
$300 billion by 2035, up from around
$65 billion in 2025. This shows the strong
demand for intelligent robotics in sectors
such as manufacturing, logistics and
IT operations.
Quantum computing has huge potential
in applications such as drug discovery
and trading in financial markets. While
current hardware limitations mean existing
technology is generally more effective, as
quantum computing develops it will require
new software stacks and integration with
existing systems.
Edge computing is also accelerating. By
processing and storing data closer to where
it is created, rather than through a data
centre, it allows time-critical tasks to be
performed on local devices such as phones
or in vehicles. This reduces latency, improves
the user experience and reduces cloud
costs. New software and AI integration will
be required to unlock the potential of these
local applications.
For more information on
the technology trends we are
tracking through our Futures
team, see the Innovation,
research and
development section.
“ AI WILL HAVE
THE MOST
SIGNIFICANT
IMPACT ON
OUR MARKETS
IN THE NEAR
TERM. AROUND
70% OF
BUSINESSES
ARE STILL IN
THE EARLY
STAGES OF
ADOPTING AI
BUT TAKE-UP IS
ACCELERATING
RAPIDLY.”
17
Kainos Annual Report 2026
Our competitive environment
A strong track record of delivery is important for success in all our divisions, underpinning
our relationships with existing customers and providing credibility to win new work.
The competitive environment has generally been stable, although the number of Workday
partners has increased over the last two to three years. However, our expertise in
complex projects helps us to compete effectively on the quality of our proposition, while
avoiding projects where price is the overly dominant factor in the customer’s decision.
Digital Services
£ 3,237m
Addressable market
(6)
(2025: £3,263 million)
Example competitors:
Deloitte, Capgemini, CGI,
Atos, Equal Experts, Solirius.
Workday Services
£ 1,696m
Addressable market
(7)
(2025: £1,369 million)
Example competitors:
Strada, Cognizant, TopBloc,
Accenture, Deloitte.
Workday Products
£ 1,000m
Smart suite addressable
market
(8)
(2025: £900 million)
£600m
EDM addressable market
(9)
(2025: £700 million)
£300m
PTA addressable market
(2025: not applicable)
Example competitors:
Opkey, Pathlock, Sailpoint,
AppOmni, ServiceNow.
(6) The size of the digital solutions
market in Central (£1,854 million),
Health (£372 million), Defence
(£828 million), Education (£35
million) and Police (£148 million)
according to TechMarketView
Public Sector Suppliers, Trends &
Forecasts 2025.
(7) Estimate of total addressable
market.
(8) Estimated global Workday
automated testing market.
(9) Estimated global Workday
document management market,
April 2026.
“ OUR EXPERTISE
IN COMPLEX
PROJECTS
HELPS US
TO COMPETE
EFFECTIVELY
ON THE
QUALITY
OF OUR
PROPOSITION,
WHILE
AVOIDING
PROJECTS
WHERE PRICE
IS THE OVERLY
DOMINANT
FACTOR.”
Kainos Annual Report 2026
18
What we do
We provide sophisticated IT services
and software products to major public
sector, commercial and healthcare
customers.
OUR
BUSINESS MODEL
How we operate
Digital Services
In the public and healthcare sectors, we
typically work for customers with large
portfolios of transformation projects, which
require significant budgets. Our strong track
record of successful programme delivery
and positions on major frameworks help
us to win new projects in these sectors.
Frameworks streamline procurement by
allowing buyers to select from pre-approved
suppliers, with agreed terms and conditions.
Having secured a project, we design, build,
test and implement the solution. Major
projects have multiple stages, meaning
they tend to generate revenue over many
years. We often grow our business with a
customer over time, as we earn their trust by
proving our ability to solve their problems,
generating high levels of repeat business
across their organisation.
The recent trend towards longer and larger
projects in the UK public and healthcare
sectors may require us to partner with other
companies with specialist skills. As the
lead contractor, we oversee our partners to
ensure they deliver to the right quality.
Workday Services
Our Workday customers range from smaller,
dynamic companies to some of the world’s
most recognisable brands.
Workday contracts directly with its end
customers and then recommends partners
such as Kainos to implement the project.
We are usually recommended because
of our international presence or our deep
knowledge of Workday’s modules.
Most customers begin with the Financial,
Planning or HCM (HR) modules, then add
further modules over time, so a customer
often generates a multi-year revenue
stream. We also secure work from existing
Workday customers to implement the next
phase of their system, whether that is into a
new business unit or geography or to extend
its capabilities.
In addition, we also often generate
consulting revenue as we support customers
with implementing the EDM product offered
by our Workday Products division.
Workday Products
We gain product customers through our
marketing activities, referrals from existing
customers and our partnership with
Workday. A typical customer takes multiple
products from us over time and our strong
customer satisfaction leads to high Net
Revenue Retention (NRR).
With the exception of our most recent
product, Pay Transparency Analyzer, which
is resold by Workday, our contracts are
direct with the end customer, which allows
us to control commercial arrangements
and understand the quality of our customer
service. This also helps shape our product
roadmap, with customer feedback inspiring
new products that address unmet needs.
Workday is constantly enhancing its
platform and when it identifies functionality
that it does not wish to pursue, it makes
it available to partners such as Kainos
to develop. Selected partners are also
empowered to innovate in areas of unmet
customer need, for example through new
apps, products or AI agents. Kainos is one of
15 partners for Workday’s Agent System of
Record, showing our leadership in this space.
Strategic Report
For more information on
our operating divisions, see
the Kainos at a Glance
section.
Future
Now
Partner
Build
Workday
Build
Clear Sky/White Space
Pure Partner Innovation
Selective/Targeted
Roadmap Backlog
No-Fly
Scheduled
Roadmap
Apps
Products
AI Agents
Opportunities:
• Workday identifies opportunities
to enhance its platform.
• Ideas that Workday chooses not
to pursue are made available to
selected partners like Kainos.
• Selected partners are empowered to
innovate and deliver value in areas of
white space – new apps, products and AI
Agents – to address unmet customer needs.
• Kainos is one of five partners chosen for
Workday’s Agent System of Record (ASOR),
highlighting our leadership in this space.
19
Kainos Annual Report 2026
Our commercial model
In Digital Services and Workday
Services, we primarily charge on a time
and materials basis for consultancy
services. We also have a growing
number of fixed-price engagements.
Fees are typically invoiced monthly for
work completed.
In Workday Products, all products have
contracts that are typically for three
years, with a subscription fee charged
annually in advance.
Our sources of competitive advantage
Our people
We hire the very best experienced
talent and young people with potential.
By investing in their development and
providing interesting and challenging
work on projects that are often of
national importance, we maintain a
very low attrition rate.
Our reputation
Our strong reputation is based on
a long track record of successful
delivery. This is critical for winning
new work and for attracting talented
people. In Digital Services, this is
reflected in our presence on important
government frameworks. We are a
leading Workday consulting specialist,
the seventh largest globally by certified
consultant numbers.
Our customer relationships
We look for customers who prioritise
long-term cost of ownership over the
lowest possible up-front price, and
who want a partner that adds value.
Our Net Promoter Score of 61 shows
we provide best-in-class customer
service, contributing to over 80% of
our revenue each year coming from
existing customers.
Our partner relationships
We have an excellent relationship with
Workday, having been a partner since
2011. Our strategic partnership for
Workday Products is the first of its kind.
We also have strong partnerships with
Microsoft and AWS. In addition to our
delivery excellence, we are positioned
as thought leaders, often serving on
their internal advisory panels.
Our intellectual property (IP)
We have a range of proprietary
products, such as our Smart Suite and
Employee Document Management for
Workday, and we continue to invest in
extending their capabilities. We protect
our software IP through patenting.
Our innovation and research activities
also focus on the application of new
technology such as AI, machine learning
and automation, and we are delivering
engagements in these areas.
The value we create
We create a broad range of financial
and non-financial value for our
stakeholders.
For our people
We provide rewarding, well-paid
employment in a dynamic environment,
where people can work with colleagues
who are often world-class in their fields.
As we grow, we create new opportunities
for our people to grow with us.
For our customers
We help our customers to improve
their services, save money, reduce risk
and manage their organisation more
effectively.
For our partners
We support Workday’s business growth
by successfully implementing its system
for its customers and expanding
usage of its platform. Similarly, we
generate growing volumes of business
for Microsoft and AWS as we replace
ageing on-premise systems with cloud-
based services.
For our shareholders
Long-term growth in revenue and
profits, strong cash flow and a capital-
light business model support our ability
to generate high returns, invest for
further growth and pay an attractive
dividend to shareholders.
For society
As a creator of skilled and highly paid
work, we generate tax revenues that
support public services and help public
sector and NHS customers make the
best use of taxpayers’ money, while
improving the services they offer to
citizens and patients.
We are also proud to be a responsible
organisation, including our net zero
carbon commitments, supporting
our communities and our outreach
programmes.
See the Environmental,
Social and Governance (ESG)
Commitments section of this
report for more details.
“ OUR NET
PROMOTER
SCORE OF
61 SHOWS
WE PROVIDE
BEST-IN-CLASS
CUSTOMER
SERVICE,
CONTRIBUTING
TO OVER
80% OF OUR
REVENUE EACH
YEAR COMING
FROM EXISTING
CUSTOMERS.”
Kainos Annual Report 2026
20
OUR
STRATEGY
Our ambition is to be a global, independent company
operating towards the disruptive end of technology, that will
thrive today and for generations. By pursuing this ambition, we
believe we can achieve long-term growth in revenue, adjusted
pre-tax profit and cash flow.
The Group strategy has three key pillars: our people,
the markets we operate in and our customers.
Our priorities within each pillar are set out below,
along with the key metrics we use to measure our
progress and links to where more information on our
progress can be found. The Group’s principal risks
are described in the Risk factors and uncertainties
section on pages 60 to 65.
Strategic Report
1
People People are the fundamental component of our strategy.
Our long-term success depends on their talent, skill and motivation,
and having the capacity to deliver our customer contracts.
3,475
Total headcount
(+610)
3,216
Number of employed staff
(+420)
77%
Employee engagement
(+2 pts)
90%
Employee retention
(-3 pts)
How we measure progress
Our key metrics include:
Strategic priorities
• Maintain a positive culture and high employee
engagement.
• Ensure effective talent acquisition, development and
succession planning.
• Continue to establish Kainos as a global company, by
ensuring consistency of standards and processes.
Link to risk
9. Increasing customer
demands in a competitive
skills market
People
Customers
Markets
1 2 3
For further information see:
• People section (page 40)
• Employee engagement
(page 41)
• Section 172 statement
(page 52)
21
Kainos Annual Report 2026
2
Markets We focus on dynamic, higher-growth markets where
the talents of our people shine brightest. In building for the long
term, we:
• expect to continue to grow our international presence;
• prefer organic growth and only acquire businesses in exceptional
circumstances, such as when we need to obtain unique skills; and
• aim to have a well-balanced business, which is not overly reliant on any
one market, region or sector.
15%
Workday Products
revenue growth
£89.0m
ARR
(+23%)
696
Number of Workday
Products customers
(+130)
£18.7m
Investment in
Products R&D
(+11%)
How we measure progress
Our key metrics include:
Strategic priorities
• Increase the number of Workday customers who use
our software.
• Ensure high levels of customer satisfaction, driving
strong NRR.
• Invest in our existing products and develop
additional products within the Workday ecosystem.
• Continue to work with Workday to increase the scope
and impact of our Built on Workday partnership.
Link to risk
2. Global macroeconomic
events
4. Partner relationships
9. Increasing customer
demands in a competitive
skills market
Workday Products
£18.7m
Investment in Products sales
and marketing
(+21%)
+23%
Digital Services
revenue growth
+11%
Public sector revenue
growth
+55%
Healthcare revenue growth
+127%
+138%
ccy
+75% organic
North America revenue
growth
How we measure progress
Our key metrics include:
Strategic priorities
• Grow within the public and healthcare sectors, by
engaging in transformation projects across UK
Government and the NHS.
• Expand internationally, focused initially on Canada.
Link to risk
2. Global macroeconomic
events
8. Unsafe use of AI
9. Increasing customer
demands in a competitive
skills market
Digital Services
£180.3m
Backlog
(+13%)
For further information see:
• Operational Review: Workday
Products (page 24)
For further information see:
• Operational Review: Digital
Services (page 25)
Kainos Annual Report 2026
22
Strategic Report
Our Strategy continued
27
Opportunities identified
across North America,
EMEA, and the UK
£4.7m
Associated pipeline
value
How we measure progress
Our key metrics include:
Strategic priorities
• Develop opportunities, using our structured
innovation process to identify and promote ideas
that have the potential to become sizeable revenue
streams.
Link to risk
8. Unsafe use of AI
9. Increasing customer
demands in a competitive
skills market
New opportunities
35+
Concepts and accelerators
validated with customers,
with 7 developed into
reusable patterns that
can be redeployed across
engagements
Launched the Workday AI
Centre of Excellence
+9%
Workday Services
revenue growth
+12%
+17%
ccy
North America
revenue growth
-1%
-1%
ccy
EMEA revenue growth
£74.9m
Backlog
(+26%)
How we measure progress
Our key metrics include:
Strategic priorities
• Grow in our established markets, as Workday
continues to expand within these markets.
• Grow internationally, establishing operations in
countries with large and growing numbers of
Workday customers.
Link to risk
2. Global macroeconomic
events
4. Partner relationships
9. Increasing customer
demands in a competitive
skills market
Workday Services
For further information see:
• Operational Review: Workday
Services (page 28)
For further information see:
• Operational Review:
Innovation, research and
development (page 29)
23
Kainos Annual Report 2026
Customers Consistently delivering for our customers
helps us to build long-lasting, mutually beneficial
relationships that will see us thrive as a business.
£431.1m
Total revenue
(+17%)
61 pts
Customer Net
Promoter Score
(-9 pts)
86%
Percentage of revenue
from existing customers
(+4 pts)
1,253
Number of active
customers
(+159)
How we measure progress
Our key metrics include:
Strategic priorities
• Ensure we understand customers’ evolving needs,
so we can continue to provide the exemplary
service that underpins our repeat revenue.
• Invest in innovation, so we can deliver new Workday
Products and deploy the latest technologies in our
Digital Services engagements.
Link to risk
1. Cyber and information
security
2. Global macroeconomic
events
4. Partner relationships
8. Unsafe use of AI
9. Increasing customer
demands in a competitive
skills market
3
For further information see:
• Operational Review
(page 24)
• Section 172 statement
(page 52)
Kainos Annual Report 2026
24
OPERATIONAL
REVIEW
Our overall performance
The Group had a positive year in FY26,
with revenue up 17% driven by strong sales
performances in all divisions.
Workday Products continued its rapid
expansion, with revenue up 15% and
ARR increasing by 23% (+24% ccy) to
£89.0 million. We remain on track for our
ARR targets of £100 million by the end of
2026 and £200 million by the end of 2030.
Digital Services’ revenue grew 23% (23% ccy,
20% organic), with an excellent performance
in healthcare and the public sector returning
to growth. North America continued
its momentum and benefited from the
acquisition of Davis Pier in September 2025.
Workday Services’ revenue was 9% higher,
driven by strong growth in North America
more than offsetting a 1% revenue decline in
EMEA. We continue to make progress in our
new markets in Australia, New Zealand and
Latin America.
Adjusted pre-tax profit increased by 2% (+5%
ccy) to £67.1 million, resulting in a 16% margin
(2025: 18%). The reduced margin reflected
several factors, including:
• our short-term use of contractors
(+£14.0 million) and third-party suppliers
(+£15.4 million), to give us additional
capacity. We are recruiting to fill these
positions and expect to displace many
of these contractor-related costs during
FY27 as we hire permanent staff members;
• a full year of investment to support our
Workday partnership (+£2.3 million);
• increased employer National Insurance
costs (+£3.0 million); and
• higher bonuses, due to our better
performance in the year (+£11.5 million).
We also continued to invest to support
the growth of our software products. See
Workday Products performance below
for details.
Bookings rose 32% to £505.3 million (2025:
£382.4 million) and we ended the year with a
record contracted backlog of £433.9 million,
up 18% (31 March 2025: £368.2 million). As
discussed in the Digital Services section
below, customers are increasingly awarding
larger multi-year contracts.
The Group is highly cash generative with
cash conversion remaining high at 99%
(2025: 112%) despite payment of restructuring
costs provided for in FY25, and higher
working capital due to our revenue growth.
At 31 March 2026, we had cash (including
treasury deposits) of £89.1 million (31 March
2025: £133.7 million). During the year, our
strong balance sheet enabled us to return
£56.2 million to shareholders through share
buybacks, invest £5.9 million in constructing
our new Belfast office and acquire Davis Pier.
In total, we have returned £90.0 million via
share buybacks over the last 18 months.
Workday Products performance
Workday Products had another strong year,
with growth. Good sales execution and
strong growth in newer products resulted
in a 15% increase in revenue (19% ccy) to
£81.7 million (2025: £71.3 million), and the 23%
growth in ARR described above. Revenue
from consulting services related to our EDM
product is now reported within Workday
Services, who are better placed to deliver
implementation services as the product
scales. For comparison purposes, the growth
rate excluding EDM services would have
been 18%.
Almost 700 customers now use our products,
with around 41% taking more than one.
The year-end backlog increased 20% to
£178.7 million (31 March 2025: £148.7 million).
Workday Products generates a high
gross margin, giving us capacity to invest
for further growth. Our R&D investment rose
by 11% to £18.7 million (2025: £16.8 million)
and our product-related sales and
marketing investment (including £7.5 million
of Built on Workday partnership costs) was
£18.7 million, up 21% (2025: £15.5 million).
The total investment in our software
products was therefore £37.4 million
(2025: £32.3 million), an increase of 16%.
This investment was fully expensed.
Our investment has enabled us to increase
the pace of new product introduction in
recent years and to develop a deeper
relationship with Workday, through the
strategic partnership we formed in FY25. In
October 2025 Workday announced a new
customer solution called “Pay Transparency
Analyzer powered by Kainos”. Workday is
exclusively selling our new Pay Transparency
product through its salesforce, making it a
highly cost-effective route to the broadest
possible market for us. The launch has gone
well, with more than 30 customers signed up
by the year end.
To ensure we have the leadership capacity
and capability to support Workday Products’
growth, we have added significantly to
the senior team during the year. This has
included hiring new leaders for the product,
marketing, risk and technology functions.
Strategic Report
25
Kainos Annual Report 2026
We currently charge for our software
products based on user numbers. While
this has worked well to date our market
is evolving, for example as AI enables
customers to reduce headcount or slow
its growth. We have numerous options to
adapt our pricing, such as usage-based or
consumption models, to ensure it continues
to reflect the value our customers receive.
We continue to review our approach and do
not expect any change to the overall level of
our pricing.
Digital Services performance
Digital Services had a strong year, with
revenue increasing by 23% (20% organic, 23%
ccy) to £241.7 million (2025: £197.2 million).
Bookings rose by 29% to £261.3 million (2025:
£202.0 million) and the contracted backlog
at the year end was £180.3 million, up 13%
(31 March 2025: £160.1 million).
In both the public and healthcare
sectors, customers are increasingly
awarding larger and longer contracts.
Our success in FY26 reflects our strategic
focus on these high-value opportunities,
which deliver greater returns relative
to the effort required to win them.
“
Automation has given us the
confidence to scale quickly and
securely. We’ve accelerated
updates, strengthened
compliance, and reduced risk
while preparing for IPO.”
Ravindra Sunku | Head of FinTech,
Genesys
Case study
Kainos Smart powers
growth and compliance
at Genesys
Genesys, a global software leader
headquartered in Menlo Park, CA, employs
over 6,000 people worldwide. In 2023,
the company implemented Workday to
modernise its HR and operational systems,
supporting ambitious growth targets and a
future IPO.
Genesys adopted the entire suite of
Kainos products, automating critical
processes across testing, security, data
privacy, and HR document management.
This transformation enabled Genesys to
streamline workflows, reduce manual effort,
and enhance compliance.
20 weeks of testing saved
during bi-annual Workday
updates
Reduced effort
Annual testing required
eight fewer FTEs
820+ changes
Implemented since go-live,
accelerating roadmap delivery
80% reduction in risk
of data breach through
automated data masking
Embedded SOX-ready
controls
proactive security checks praised
by auditor
GENESYS
Kainos Annual Report 2026
26
At the same time, we remain selective about
pursuing smaller contracts when they
provide an entry point with new customers,
enabling us to establish relationships and
expand our engagement over time.
Public sector
Public sector revenue grew 11% to £136.0 million
(2025: £122.1 million), as we secured significant
new multi-year programmes in FY26. These
included contracts with:
• the Home Office, to support the digital
infrastructure for managing people and
goods at the UK border;
• the Department for Transport, to run,
maintain and improve its bus data
services; and
• the Driver and Vehicle Standards Agency
(DVSA), to deliver a platform making it
easier to schedule driving tests.
We also continued to win new work with
other central government departments,
including the Ministry of Defence.
We were pleased that the quality of our work
was recognised in the year. In partnership
with the Department for Environment,
Food and Rural Affairs, we won the Digital
Transformation Project of the Year at the
2025 Digital Revolution Awards. The project
created a robust new digital inspection
system, to protect the UK’s biosecurity while
maintaining the flow of vital agricultural and
food imports into the UK.
Strategic Report
Operational Review continued
“
Kainos played a pivotal role in
the success of this project – not
just as a delivery partner, but
as a driver of innovation. Their
expertise, collaborative mindset,
and ability to manage high-stakes
technical challenges were critical
to achieving such an ambitious
outcome.”
Philippa Manley | Digital Services Director,
HMPO
Case study
Powering a digital
revolution in passport
services
Once limited by legacy systems, His
Majesty’s Passport Office (HMPO)
joined forces with Kainos to rebuild its
foundations. The result: a cloud-native
Passport Data Service powering one
of the UK Government’s boldest digital
transformations.
The new platform delivers faster
applications, better citizen experiences,
and seamless cross-government
collaboration – all powered by secure,
serverless technology. HMPO can now
unlock deeper insights, share trusted
data, scale effortlessly, and uphold
the highest standards of security. It’s
a revolution in UK identity services,
transforming one of the nation’s largest
data sets into the backbone of world-
class digital identity.
1+ billion passport records
migrated seamlessly
£36m saved annually
50%+ reduction
in operational complexity
Zero disruption
to citizen-facing services
27
Kainos Annual Report 2026
Healthcare sector
Revenue was up 55% to £74.9 million (2025:
£48.2 million). While the government is
working through its plan to bring NHS
England (NHSE) back into its direct control,
we have not seen any disruption to contract
awards and the overall direction is for even
greater use of technology in the health
service, as described below.
During the year we won significant
contracts with NHSE, including a Digital
Health Checks project through NHS
England’s Digital Prevention Service
Portfolio (DPSP). The project will improve
access to vaccinations and screenings
through the NHS App and accelerate the
delivery of personalised, preventative
healthcare in line with the government’s
10 Year Health Plan for England.
The 10 Year Health Plan includes a
commitment to make the NHS “the most
digitally accessible health system in the
world”. This has led to renewed focus and
investment in a number of areas, as the
government looks to shift the NHS focus
from treatment to prevention, and from
analogue to digital. Kainos is well positioned
to win work in these areas of investment,
such as preventative healthcare, genomics,
health data and AI.
Commercial sector
The commercial sector is the smallest in
Digital Services and the market has been
subdued for several years. We therefore
deprioritised the sector for growth in FY26,
which has benefited our performance in
healthcare and the public sector by allowing
us to redeploy our people to focus on those
opportunities. We continue to support our
existing commercial customers.
Revenue in the year was £10.7 million
(2025: £18.0 million) representing 4% of
divisional revenue.
North America
Our international Digital Services business
is primarily in North America, in particular
Canada. Revenue continued to grow
rapidly, with a 127% increase (138% ccy) to
£20.2 million (2025: £8.9 million). This included
an initial contribution from Davis Pier, which
we acquired in September 2025. On an
organic basis, revenue growth was 75%.
Davis Pier is a high-growth Canadian
consultancy that specialises in addressing
complex challenges for public sector and
community organisations across Canada.
We knew the business well, having partnered
with Davis Pier since 2022. We have strong
shared values and cultures that prioritise
customers, people and impact, and we
were delighted to welcome its team of 120
Case study
Digital transformation
to deliver safer, faster
and more reliable
excavation services
Hitting underground infrastructure such as
pipes and cables is a major hazard during
any excavation work. In Ontario, Canada,
the One Call service plays a vital role in
protecting the public and underground
infrastructure.
To dig safely, excavators must first obtain
a utility ‘locate’ from One Call. This is a
significant administrative challenge for the
service, with more than one million requests
received annually, across an area four
times larger than the UK. Manual, repetitive
and error-prone processes resulted in
chronic delays, increased costs and
setbacks to major infrastructure projects.
Kainos received an introduction to
the customer through Microsoft, who
recommended us based on our reputation
in the UK. We showcased our work with the
UK’s Department for Transport and Street
Manager service, with the One Call CEO
visiting our UK client. We then put together
a compelling joint proposal, comprising
Kainos and Davis Pier teams.
The result was a fully automated reporting
process with improved data reliability,
enabling enforcement of compliance. The
customer is now exploring operational
efficiencies in HR and finance, using AI.
people to our Digital Services division. The
integration has gone well and the business
has performed in line with our expectations
since we acquired it.
We see continuing strong growth potential
in Canada, which needs to invest in digital
government, where it currently ranks
47th globally versus seventh for the UK.
Our focus to date has mainly been in
Nova Scotia, which has a population of
around 1 million. We are now also targeting
Alberta (5 million) and Ontario (16 million),
giving us significant scope to grow. In
the medium term, our ambition is to
achieve annual revenue of £50 million.
Kainos Annual Report 2026
28
Workday Services performance
We are a leading Workday partner in Europe
and a full services partner in the US, which is
Workday’s biggest market. At the year end
we had 944 accredited Workday consultants
(31 March 2025: 809).
Workday Services’ revenue was 9% higher
(12% ccy) at £107.6 million (2025: £98.7 million).
Excluding the EDM-related services revenue
previously reported within Workday Products,
revenue was 6% higher. Revenue in North
America grew strongly, with a 12% increase,
and the region generated 52% of divisional
revenue (2025: 51%). EMEA revenue was 1%
lower and accounted for 44% of divisional
revenue (2025: 49%).
Sales bookings increased by 44% to
£121.8 million (2025: £84.6 million) and the
contracted backlog at the year end was
£74.9 million (31 March 2025: £59.3 million).
The strong sales performance in the year
reflected our focus on our core strengths in
complex deployments, which helped us to
win more large consulting contracts.
In December 2025, we announced that
we are expanding our Workday Services
operations in Poland to support Workday’s
growing customer base and its investment
in that market. We have been operating in
Poland since 2008 and see it as a key part of
our European growth story.
In newer markets, our businesses in Australia
and New Zealand continue to grow rapidly
from a small base and are exceeding our
initial expectations. We are also exploring
opportunities in Latin America.
We continue to add complementary services
that enhance our customers’ experience
with Workday. In March 2026, we created
a strategic partnership with Retain, which
offers a best-in-class resource and skills
management platform. Combined with
Workday’s strength in human capital
management, this will enable organisations
to improve their employee utilisation and
assign the right people to the right work, at
the right time.
Our customers
The tables below show that our business
is well diversified, by customer type and
geographically:
Revenue by sector
2026 2025
Commercial customers 47% 52%
Public sector customers 35% 34%
Healthcare customers 18% 14%
Revenue by region
2026 2025
UK & Ireland 59% 59%
North America 32% 31%
Central Europe 8% 9%
Rest of the World 1% 1%
Total international revenue was £177.2 million
(2025: £149.9 million).
Artificial intelligence
Revenue from AI and data-related projects
grew by 11% to £45.8 million (2025: £41.1 million),
representing 19% of Digital Services’ revenue.
During FY26 we increasingly moved from
proof-of-concept projects to deploying AI
in real-world applications for customers.
For example, we built an assistant for the
Department for Transport’s street works
team, which can answer questions from the
internal team and the public on a wide range
of legislation and guidance.
Our Microsoft AI Centre of Excellence
continues to grow and helped us to secure
several wins, including building a regulatory
intelligence agent for a financial services
customer. We are also one of the first
organisations to launch an AI agent on
the Microsoft marketplace. Day One is an
onboarding agent for new employees and
large organisations which was downloaded
more than 300 times within a few days of
launch, without any promotion.
We have also created a Workday AI Centre
of Excellence, to formalise our approach to
capitalising on the agentic AI opportunity
within Workday Services. Our goal is to
work with customers to help them get the
most from AI and the Workday platform.
We also have several AI agents available
for Workday, such as the Help Agent,
which simplifies navigation of Workday’s
knowledge base with conversational search.
Strategic Report
Operational Review continued
29
Kainos Annual Report 2026
We continue to scale up our use of AI internally,
to help our people improve their productivity.
Everyone in Kainos now has a Microsoft 365
Copilot licence that gives them access to AI
tools that are appropriate to their role, such as
coding for developers. We have supported this
rollout with training.
Ensuring responsible use of AI
Deploying AI solutions safely and responsibly
is vital, both for our customers and for us. We
recognise this in our ‘unsafe use of AI’ principal
risk (see the Risk Factors and Uncertainties
section for further information). We are
currently doubling the size of our Responsible
AI team in Kainos, to enhance our assessment
of AI-related risks and support our business
development, with the team enabling us to
work with customers so they can move forward
safely with AI adoption.
Our AI Governance Committee also plays a
key role, regularly considering projects where
we have identified higher AI-related risks for
us and our customers. In addition to ensuring
we are effectively mitigating these risks, the
Committee assesses whether projects align
to our culture and values, and will turn them
down if necessary.
Innovation, research and development
We continue to focus our innovation function
on the areas where we see the greatest
potential for customer impact, aligning it more
closely with our businesses.
We identify emerging technologies with long-
term strategic potential, focusing on areas
such as Agentic AI, quantum technologies,
enterprise digital twins and near-Earth
observation. These insights guide where we
invest and experiment.
We then translate these insights, alongside
specific customer challenges, into practical
solutions in partnership with our businesses.
These are tested with customers to determine
whether there is a scalable opportunity, with
successful solutions being rolled out more
widely. The Workday AI Centre of Excellence is
one such example, originating from patterns
identified in customer demand.
Case study
Deploying a modern and
scalable HR and finance
platform
ConsultNet is a talent solutions company
that helps businesses solve complex
challenges by integrating talent, technology
and scalable delivery models.
It required a modern HR and finance
platform to enable its growth plans and
ongoing operations. In just 30 weeks,
Kainos deployed Workday HCM, Financial
Management, Payroll and Projects, including
multiple business-critical integrations
such as banking, the JobDiva recruitment
software platform and the US Government’s
E-verify system, which allows companies to
confirm individuals are eligible to work in the
United States.
Workday is now the single source of truth
for ConsultNet, giving it a modern, scalable
HR and finance platform and the foundation
for long-term operational efficiency and
partner-enabled growth.
Kainos Annual Report 2026
30
We use the UN Sustainability Development
Goals (SDGs) as a framework for our efforts,
focusing on the following five SDGs:
We focus on these specific SDGs because
they align most closely to where our business
has the greatest impact. In summary:
• SDG 3 – Good Health and Wellbeing:
our people are central to our long-term
success, and creating a safe, healthy
and supportive working environment
enables individuals and teams to
perform sustainably over time.
• SDG 4 – Quality Education: because
improving access to digital skills and
education supports both our future
workforce and wider social mobility,
delivered through learning, early-careers
pathways and education outreach in
the communities where we operate.
• SDG 5 – Gender Equality: because
building diverse leadership and
teams strengthens decisionmaking,
innovation and performance, and
reflects our commitment to creating
an inclusive workplace with equitable
opportunities for progression.
• SDG 10 – Reduced Inequalities: to address
barriers to opportunity, through fair
employment practices, inclusive ways of
working, and targeted social value activity
that supports under-represented groups.
• SDG 13 – Climate Action: to manage
climate-related risk responsibly,
reduce our environmental impact,
and support customers through low-
carbon digital delivery and services
that contribute to the transition to
a more sustainable economy.
Governance of ESG issues
The Board has overall responsibility for
approving and overseeing our strategy and
operations, including our approach to ESG
matters. It has nominated the following
Directors to oversee our ESG activities:
• Environment: Rosaleen Blair (Chair) is
our climate action sponsor. Day-to-day
accountability for leading and delivering
Kainos’ climate strategy sits with Brendan
Mooney (CEO), ensuring alignment
between Board priorities, business
strategy and operational delivery.
• Social: Brendan Mooney has overall
responsibility as CEO. Our Chief
People Officer sets the strategy
for our people-related activity.
• Governance: James Kidd (Senior
Independent Director) leads on
governance matters. He also chairs
the Audit & Risk Committee. Our Chief
Legal Office and Company Secretary
has operational responsibility for
legal and governance matters.
ESG Impact Group
To support the effective oversight and
operational coordination of our ESG
priorities, we have established an ESG
Impact Group. It provides cross-business
alignment and oversight, ensuring that
ESG activities align to our strategy, risk
profile and regulatory obligations.
Chaired by our Head of Engagement,
Culture and Development and
comprising subject matter experts, the
ESG Impact Group helps to align our
ESG commitments to the social value
outcomes we deliver for customers.
Strategic or material matters, or those
impacting Kainos’ risk profile, are escalated
through established governance channels,
including the CEO and Board, ensuring
appropriate oversight and accountability.
OUR ENVIRONMENTAL,
SOCIAL AND GOVERNANCE
(ESG) COMMITMENTS
This section is our Non-Financial and Sustainability
Information Statement. The required disclosures
on our business model, principal risks and non-
financial key performance indicators can be found
in the relevant sections of this Annual Report.
Strategic Report
31
Kainos Annual Report 2026
Environmental: protecting
and restoring our planet
Contributes to: SDG 13 Climate Action
Reducing our environmental impact
As an IT services and software provider,
we have a modest direct impact on the
environment, which is primarily through our
carbon emissions. Even so, we continue to
improve our understanding of our impact
and work to manage and reduce it. Failing
to do so could damage our reputation with
customers, investors and employees, and
we recognise this in our ‘long-term climate
change and sustainability’ principal risk.
Reducing our emissions is also essential
for continuing to win work. All companies
bidding for UK Government contracts
worth more than £5.0 million per year must
produce a carbon reduction plan, which
includes the company’s emissions, reduction
targets and actions. This allows procurement
teams to ensure suppliers are aligned to
the government’s 2050 net zero target.
Our latest plan can be downloaded from
the Sustainability section of our website.
FY26 marks the conclusion of our initial
near-term Science Based Targets
initiative (SBTi) cycle (FY20–FY26)
(10)
. We
achieved our near-term, science-based
net zero targets as planned by FY26.
Absolute Scope 1 and 2 GHG emissions were
reduced by 75%, comfortably exceeding
our 70% reduction target set for FY26,
reflecting sustained reductions from energy
and office-related actions and despite
the acquisition of Davis Pier and the start
of construction of our new headquarters
building. For our Scope 3 GHG emissions,
in FY26 we achieved a 45% reduction
per unit of value added, against our 45%
target threshold. This demonstrates that
business growth and carbon intensity are
decoupling, with continued value creation
alongside reduced emissions intensity.
We recognise growing interest in the
environmental impact of AI. To date, we have
not observed a measurable impact from our
use of AI on Kainos’ carbon footprint. We
are continuing to build our understanding
as AI usage evolves. We remain focused on
responsible adoption, prioritising practical
use cases with clear value, efficient
architectures, green cloud and green
engineering practices, and engagement with
suppliers. As data quality and measurement
methodologies improve, we will continue to
ensure our climate commitments and our
approach to AI remain aligned. Alongside
this, we are increasingly supporting clients
to use AI to improve efficiency, reduce
waste and progress their own low-carbon
transitions (see the section below).
Our annual submissions to CDP help
us to identify actions to improve our
climate governance and support our
implementation of the Task Force on
Climate-related Financial Disclosures
(TCFD) framework. We maintained our ‘B’
rating in FY26, which recognises that:
• we are taking proactive steps
in environmental management,
moving beyond basic disclosure to
implementing effective strategies; and
• our collective effort in managing and
reducing our environmental impact shows
a continued commitment to sustainability.
While our overall rating was unchanged
from FY25, we improved our governance
and risk scores, reflecting our progress.
We continue to comply with all our
environmental legal requirements
across all our activities. This year there
were zero breaches of environmental
regulations (2025: zero).
Helping to reduce emissions in
our value chain
We aim to make a wider impact by
helping our customers, employees and
suppliers to achieve low-carbon futures.
Our services help our customers
reduce their own emissions in
several ways. These include:
• Reducing energy use, by transitioning
from energy intensive on-premises data
centres to cloud platforms. We have
developed a Cloud Carbon Calculator
to quantify the potential savings.
• Increasing operational efficiency through
AI-powered business transformation.
These solutions typically reduce
manual processes; eliminate energy-
intensive manual workflows and reduce
emissions during implementation.
• Embedding green software principles
across our delivery teams, with
around 250 staff certified as Green
Software Practitioners, supporting our
goal of reducing the environmental
impact of digital services and
promoting greener practices.
Our latest CDP submission is available from
the Climate Action section of our website
and sets out a range of other customer
sustainability benefits from our work.
(10) FY20 Base year emissions data:
Scope 1: 87 tonnes CO2e, Scope
2: 409 tonnes CO2e, Scope 3:
(full) 9,828 tonnes CO2e, (Scope
3 business travel only is 3,456
tonnes CO2e). Total full emissions
for FY20 were 10,324 tonnes
CO2e. FY20 total for Scope 1,
2 and Scope 3 business travel
were 3,952 tonnes CO2e.
“ ABSOLUTE
SCOPE 1
AND 2 GHG
EMISSIONS
WERE REDUCED
BY 75%,
COMFORTABLY
EXCEEDING
OUR 70%
REDUCTION
TARGET SET
FOR FY26.”
See the Metrics and targets
section for more information.
Kainos Annual Report 2026
32
Governance
a) Describe the Board’s oversight of climate-related risks and
opportunities.
Disclosure
Governance of climate-related matters is set out in the Governance of ESG issues section
on page 30.
The Group Risk Register is our primary tool for monitoring and reporting risk, including
climate-related risks. The Audit & Risk Committee reviews our principal risks twice a
year or more regularly if substantial changes occur. The Committee updates the Board
on new or emerging climate risks, areas of focus or issues requiring attention.
Long-term climate change and sustainability is one of our principal risks, due to the potential
reputational harm if we fail to reduce our impact. The Risks and opportunities section provides
more information on this risk, our risk management framework and our governance structure.
The Board receives formal updates on climate matters twice a year. The first session reviews
our carbon footprint and highlights from our reduction initiatives, and verifies the climate
action plan for the coming year (see below). This mid-year session includes a detailed
presentation on our H1 footprint, our CDP submission and progress against our SBTi near-term
targets. These updates are jointly delivered by the CEO and representatives from the ESG
Impact Group. The timing is typically linked to events such as a CDP response or SBTi update.
The Board includes climate-related agenda items at its meetings, for example if there are
material changes to the strategy or additional investment requests. The Board may also
receive news about climate action as part of the monthly People or ESG Board papers.
Climate-related costs are factored into the annual budget, which is overseen by the CEO
and approved by the Board (see below). As a provider of software products and services,
climate change is not a material influence on our business strategy, other than looking
to take advantage of the opportunities presented, as described later in this section.
The Board has set climate-related goals for senior management via the
Remuneration Committee. The Long Term Incentive Share plans include conditions
tied to emission reduction. Specifically, 10% of the Executive performance
share plan and 2.2% of their total reward are linked to climate management.
These incentives support our climate action strategy and SBTi targets.
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
We also remain an active member of
DEFRA’s Government Digital Sustainability
Alliance. This collaboration enables
us to help shape national digital
sustainability policy, influence sector-
wide standards and share best practices
across government and industry.
For employees, we launched climate
e-learning in FY26, which provides
information to help them reduce their
footprint at home and at work. We
are looking to increase our supplier
collaboration in FY27 through continued use
of Watershed, the market-leading platform.
Reporting our environmental performance
We report in line with the Streamlined
Energy and Carbon Reporting Regulation
(SECR), TCFD and the Sustainability
Accounting Standards Board’s standard
for the software & IT services sector.
TCFD disclosures
Our TCFD disclosures are set out in the
following tables and are consistent with the
TCFD Recommendations and Recommended
Disclosures. Supporting detail is available
in this year’s CDP submission
(11)
.
(11) Climate action.
33
Kainos Annual Report 2026
Governance
b) Describe management’s role in assessing and managing climate-
related risks and opportunities.
Disclosure
The roles of our CEO and ESG Impact Group are set out in the Governance of ESG issues section
on page 30.
Our management ensures we act on climate-related risks and opportunities. Staffing
and climate-related costs are factored into the annual budget cycle, reporting costs
and development of new business opportunities. We use our enterprise climate platform
(Watershed) to calculate our carbon footprint and provide monthly updates to the leadership
on our performance.
We have a wide range of activities to inform colleagues about our climate strategy and
encourage them to reduce their impact. These include:
• our climate action plan, which we update annually and use for internal communications;
• updates on progress towards our SBTi targets;
• an online climate action channel, for sharing sustainability-related content;
• internal publications and CEO-hosted walkthroughs of our annual report and investor
presentation, including climate action progress;
• updates to policy and communications about our green travel principles;
• continuous personal development sessions on climate; and
• promotion of related learning, including the Green Software Practitioner Certification and
internal climate action eLearning.
We measure the impact of these and other initiatives through the
Workday Peakon platform, with 74% (2025: 75%) of respondents agreeing
that Kainos makes a positive contribution to climate action.
Strategy
a) Describe the climate-related risks and opportunities that the
organisation has identified over the short, medium and long term.
Disclosure
We use the following timeframes when considering climate risk and the impact on our business.
• Short term: 0-2 years
• Medium term: 3-9 years
• Long term: 10+ years
Potential areas of risk
Physical. Extreme weather could damage our offices, restrict business travel, disrupt cloud
and internet connectivity, interrupt power supplies or disrupt our supply chains, for instance
the supply of laptops.
Transition. The transition to a low-carbon economy could result in increased regulation,
greater reporting requirements, changes to operational practices and shifts in customer
demand.
Reputational. Our reputation could be damaged if we fail to meet our climate targets and
regulatory requirements or fail to continue our internal education and awareness initiatives.
Liability. We may face liabilities if we receive incorrect advice on our own sustainability-
related areas or fail to provide our customers with any required emissions data relating to the
services we provide to them.
Potential areas of opportunity
Products and Services. There is the potential to help our customers achieve a lower-carbon
future by moving their services to the cloud or redesigning their services to be more energy-
efficient. We are well-established in this market.
Reputation. Being seen as a sustainability leader in the technology sector can enhance our
reputation and create new business opportunities for us.
See Helping to reduce
emissions in our value chain
on page 31.
Kainos Annual Report 2026
34
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Strategy
b) Describe the impact of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning.
Disclosure
Impact on our businesses
Potential areas of risk
Using our enterprise risk framework, our assessment of the impact of climate-
related risk to our business is moderate likelihood, moderate impact.
Physical. While some disruption could occur, we are a consulting organisation with
a distributed workforce, a cloud infrastructure and limited supply chain and should
be able to work remotely for extended periods of time. This assessment assumes
electricity and internet services continue reliably. (moderate risk, long-term)
Transition. As part of our drive to carbon net zero, we actively monitor and consider
the changes to the legislative and regulatory landscape. (low risk, medium-term)
Reputational. We are proactive on climate topics, which resonates with our
colleagues, customers and other stakeholders. At the same time, we recognise that
reputations can be damaged very quickly. (moderate risk, medium-term)
Liability. We understand the importance of accurate emissions data and how
this could impact our business and our customers, hence the importance
we place on ensuring robust data management and reporting systems to
ensure compliance and mitigation of risk. (low risk, medium-term)
Potential areas of opportunity
Given that well-designed digital services can reduce the carbon footprint of
an organisation’s technology operations, we expect this to increase demand
for our services in the future. To aid customers in making that assessment, we
provide a Carbon Calculator to help calculate the cost and carbon reduction
of moving services or data from on-premise settings to cloud locations.
We anticipate that this opportunity will drive growth in our cloud services
revenue over the next three to five years, enhancing our financial performance
and reinforcing our commitment to environmental sustainability.
Impact on our strategy
Our analysis shows that the primary risk for us in relation to climate change is reputational.
Our reputation as a climate-aware organisation is also a potential source of business
opportunity. Much of our climate-related work therefore focuses on enhancing our reputation
in this area, both through our proactive approach to reducing our emissions and by creating
tools to help our customers understand the carbon impact of running their projects.
Climate-related disruption to our supply chain is not a material risk to our strategy, and we
have not identified any significant adaptation or mitigation activities, investments in R&D
or changes to our operations or locations that are needed due to climate change. We rarely
acquire or divest businesses and climate issues will not therefore have a meaningful impact on
these activities. We do not expect climate issues to have an impact on our access to capital.
Impact on our financial planning and capital allocation
We consider the costs of our climate actions in our annual budget, as noted above. Climate
issues are not likely to materially affect our financial position over any of the timescales we
have considered, either by reducing the value of our assets or increasing our liabilities.
Our climate actions do not require significant capital expenditure and climate risks
and opportunities do not have any material influence on our capital allocation, as our
climate-related risks and opportunities do not vary significantly across our divisions.
See the Financial Review for
further information on
our capital allocation
approach.
35
Kainos Annual Report 2026
Strategy
c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
lower scenario.
Disclosure
In FY25, we commissioned scenario analysis in line with the TCFD Guidance on Scenario
Analysis for Non-Financial Companies. This analysis remains valid and we have not updated it
during FY26.
The analysis considered the following Shared Socioeconomic Pathway (SSP) and
Representative Concentration Pathway (RCP) scenarios:
SSP RCP
Global
temperature
increase Description
SSP1 RCP 1.9 1.4°C Sustainability (low challenges to mitigation and adaptation)
RCP 2.6 1.8°C A low-carbon transition is successful and timely. Regulation is stringent,
net zero is reached by 2050 (RCP 1.9) or shortly after (RCP 2.6), resulting
in a more sustainable society. Societal benefits are realised as well.
SSP2 RCP 4.5 2.7°C Middle of the Road (medium challenges to mitigation and adaptation)
Progress towards sustainability and a fossil-free society continues but
is slow. Socioeconomic statuses stay relatively the same as the present,
with income and development continuing to be unequal. Environmental
systems degrade. However, overall intensive resources and energy use
declines.
SSP3 RCP 7.0 3.6°C Regional Rivalry (high challenges to mitigation and adaptation)
GHG emissions continue to rise, almost doubling by 2100. National,
energy and food security concerns take precedent over the
environment. Environmental protection is a low priority which leads
to strong environmental degradation. Adaptation is prioritised over
mitigation.
SSP5 RCP 8.5 4.4°C Fossil-Fuelled Development (high challenges to mitigation, low
challenges to adaptation)
Market approaches to technological progress are valued more than
government regulation. Globalisation has increased, and investments
in human and social capital are prioritised. However, fossil fuels remain
the primary and preferred energy source and consumption-based
lifestyles are prevalent. The global economy booms yet the population
peaks and then starts to decline.
Our scenario analysis therefore includes the 2°C or lower scenario required by TCFD.
The Climate Action Tracker shows that under existing government policies worldwide,
the most likely outcome is a 2.7°C increase, which is also included in our scenarios.
The analysis shows that:
• Transition risks are greatest under SSP1 and also prevalent under SSP2. For example,
there is a potential impact on the cost of renewable energy credits and increased
costs for IT equipment due to import carbon pricing. These risks are present across all
timeframes considered. Transition risks under SSP3 and SSP5 are low to negligible.
• Physical risks are greatest under SSP3 and SSP5. The impact increases over time, with both
acute and chronic effects. Under the most significant temperature increases, there is the
potential in the long term for socioeconomic hardship and disruption to the global economy,
affecting our ability to grow the business. Costs may increase (for example, due to higher
electricity use to cool offices) and the impact of heat on employees may affect productivity.
We are confident that our climate actions make us resilient to the impact of
transitional risks under the SSP1 and SSP2 scenarios. We are not significantly exposed
to physical risks (for example, coastal flooding) under these scenarios. The long-term
physical risks presented by very high temperature increases, such as the impact on
the global economy, cannot easily be mitigated at this stage and we will consider
what actions we can take in future to increase our resilience if necessary.
Kainos Annual Report 2026
36
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Risk
a) Describe the organisation’s processes for identifying and
assessing climate-related risks.
Disclosure
Climate-related reputational risk has been a principal risk for us since 2021. The Audit &
Risk Committee oversees all principal risks and the plans to mitigate and manage their
potential impact. The heat map in the Risk factors and uncertainties section shows the
relative significance of climate-related risk compared with our other principal risks.
Kainos stays up to date on climate-related regulations through our Audit & Risk
Committee, chaired by a Non-Executive Director, and our wider ESG Impact Group.
These teams regularly review regulatory changes and assess their impact on our
business and our customers. Key roles ensure our climate risk assessments are
aligned with the latest requirements. This approach is further supported through
CEO and Board oversight, and external reviews of our practices, including CDP,
helping to ensure we proactively manage climate risks and opportunities.
b) Describe the organisation’s processes for managing climate-
related risks.
Disclosure
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 & Risk Committee. Climate-related risks are reviewed as part of this process.
We determine the materiality of climate-related risks by integrating climate risks into our
enterprise risk management framework. This process involves evaluating the potential
financial, operational and reputational impacts of identified risks, prioritising these based on
their likelihood and potential severity, and focusing on those that could significantly impact
our operations and strategic objectives. This assessment is based on a combination of internal
data, external regulatory requirements, and climate scenario analysis. In doing so, we address
the most important risks and opportunities, aligning our strategy with our sustainability goals.
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall
risk management.
Disclosure
As discussed in further detail in the Risk factors and uncertainties section, the Group Risk
Register is our main tool for monitoring and reporting risk. Senior management co-ordinates
the Register’s preparation, using input from Executive and Leader teams from across Kainos.
The Register is reviewed regularly by the Chair of the ESG Impact Group and updated with
any new or emerging climate risks, areas of focus or individual risks that require attention.
Each principal risk is assigned to a senior manager, who is responsible for ensuring that
we have appropriate controls and mitigating actions to reduce the likelihood and potential
impact of the risk being realised.
Climate-related risks are allocated to our CEO, Brendan Mooney.
Our approach to assessing
risks is described in the Risk
factors and uncertainties
section of this report.
37
Kainos Annual Report 2026
Metrics and targets
a) Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process.
Disclosure
As noted above, we believe that our key risk is reputational risk, with
our mitigation focused on achieving carbon net zero status. This focus
is reflected in our metrics, which all focus on our emissions.
See the Carbon footprint section below for more information.
b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG
emissions, and the related risks.
Disclosure
Our emissions are disclosed in the Carbon footprint section below. The primary
related risk is the reputational risk discussed earlier in these disclosures.
c) Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets.
Disclosure
We set SBTi near-term net zero targets for Scope 1, 2 and 3 emissions.
From our base year (FY20) we have:
• reduced Scope 1 and 2 emissions by 75% (124 tCO
2
e), against
our target of 70% (149 tCO
2
e) by FY26; and
• reduced Scope 3 emissions per unit of value added by 45%, against our target
of 45%. This is an intensity-based target calculated using gross profit.
Scope 1 and 2 performance is ahead of the SBTi pathway.
Using emissions calculated via Watershed in line with the GHG Protocol, Kainos’ absolute
Scope 1 and 2 emissions are below the level required to meet our FY26 Science Based
Target, reflecting sustained reductions from energy and office-related actions.
Scope 3 is managed through an intensity-based target.
Our Science Based Target for Scope 3 is defined as a 45% reduction in emissions
per unit of value added (GEVA) by FY26. This year we achieved a 45% reduction
in Scope 3. While absolute Scope 3 emissions fluctuate with business activity,
our calculated intensity remains aligned with the SBTi pathway.
Information on our base year and current year emissions can
be found in the Carbon footprint section below.
SBTi is currently consulting on revisions to its Corporate Net-Zero Standard.
Once the revised Standard has been finalised, we intend to set updated near-
term science-based emissions reduction targets and to develop a corresponding
climate transition plan, setting out how these targets will be achieved,
including governance, delivery priorities and progress monitoring.
Kainos Annual Report 2026
38
Carbon footprint: methodology
We use Watershed to reliably measure
and report our emissions.
To calculate the disclosures below, 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. The standard
requires a statement of relevant intensity
ratios, which are also set out below. These
figures were calculated from data available
for our main operations and extrapolated
to take account of our smaller locations.
Davis Pier was not included in a re-baseline,
as the emissions impact was below the
SBTi 5% materiality threshold. Scope 3
emissions were also not included, due to
ongoing systems integration. However,
Scope 1 and 2 emissions were estimated
using office floor area, and headcount
was incorporated for commuting data.
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Global tonnes of CO
2
e
Carbon footprint: our GHG emissions for FY26
2026 2025
UK Non-UK UK Non-UK
Scope 1: Combustion of fuels and operation of facility 46 23 89 22
Scope 2: Emissions from generation of electricity, heat,
steam and cooling purchased for own use
8.0 47.0 0.3 46.7
Scope 3: Business travel 1,793 769 1,576 676
Total emissions by location 1,847 839 1,665 745
Total emissions for year 2,686 2,410
Total energy consumption for activities for which the
Company is responsible (Scope 1 and 2) 2026 2025
Global – kWh (thousand)
420 332
UK – kWh (thousand) 501 659
The following table expresses our annual emissions in relation to quantifiable factors associated
with our activities:
Intensity ratios
2026 2025
tCO
2
e/£ million revenue 6.23 6.56
tCO
2
e/average number of employees 0.91 0.82
Our carbon impact for the year was as follows:
• Scope 1 We generated 69 tonnes of carbon
dioxide equivalent (CO
2
e), relating to
oil-based central heating in our premises
(2025: 111 tonnes CO
2
e). This reflects a
smaller office footprint and lower onsite
energy use following the sale of office
space at our Belfast site, alongside revised
operating hours at our Belfast office.
• Scope 2 emissions result from the
generation of purchased energy and
largely relate to our offices. We generated
8 tonnes CO
2
e in the UK and a further
47 tonnes CO
2
e worldwide (2025:
47 tonnes CO
2
e). The year-on-year
increase of approximately 8 tonnes of
CO
2
e in Scope 2 emissions was primarily
due to changes in UK electricity contract
arrangements and the acquisition of
Davis Pier, affecting both UK and global
emissions, rather than a material change
in energy efficiency. Despite this increase,
Scope 2 emissions remained within our
SBTi target trajectory, and together
with reductions in Scope 1 emissions
contributed to meeting and exceeding
our Scope 1 and 2 emissions, achieving
75% reduction (124 tCO
2
e), against our
target of 70% (149 tCO
2
e) by FY26.
• Scope 3 emissions relating to business
travel. In FY26, our emissions in this
category increased by 14% to 2,562
tonnes CO
2
e (2025: 2,252 tonnes CO
2
e)
as a result of our business growth in the
year, rather than a reduction in travel
efficiency. Business travel remains our
most material emissions source and is
39
Kainos Annual Report 2026
tracked separately against a dedicated
Scope 3 reduction target, recognising
the different levers, behaviours and
dependencies involved compared with
operational emissions. Our total Scope
1, Scope 2 and Scope 3 business travel
emissions were 2,686 tonnes CO
2
e, a
reduction of 32% compared with our FY20
base year (3,952 tonnes CO
2
e). This reflects
strong progress overall, with Scope 1 and
2 emissions aligned to our operational
decarbonisation trajectory, while Scope
3 business travel continues to be a
priority focus area for future reductions.
We also estimate our full Scope 3 emissions,
including business travel. In FY26, these
amounted to 12,817 tonnes of CO
2
e (2025:
9,622 tonnes CO
2
e). The increase was
mainly due to increased emissions from
purchased goods and services and capital
goods, reflecting higher procurement
and investment activity during the year,
alongside an increase in business travel.
Despite this growth-related increase in
absolute emissions, we met our SBTi-
approved 45% reduction in Scope 3
intensity target (based on gross profit)
in comparison with the base year, which
measures emissions relative to business
growth rather than on an absolute basis.
Our total emissions in FY26, including
full Scope 3 emissions, were 12,941
tonnes CO
2
e. This represents:
• a 32% increase compared with
2025 (9,780 tonnes CO
2
e); and
• a 25% increase compared with our
2020 base year (10,324 tonnes CO
2
e),
reflecting business growth.
This is shown in the reduction
in our intensity ratios:
Intensity ratios
2026 2020
tCO
2
e/£ million
revenue
6.23 22.10
tCO
2
e/average
number of employees
0.91 2.78
In previous years, we used carbon offsets
to maintain a carbon neutral position
while progressing our emissions reduction
programme. In 2025, we decided not to
purchase offsets or carbon removals,
recognising the growing emphasis on
direct emissions reduction and the
importance of actions that deliver tangible
environmental and social value. Instead,
we are focusing on local decarbonisation
and community-based projects that
support biodiversity, social value outcomes
and long-term emissions reduction, while
continuing to focus on reducing our
operational and value-chain emissions
in line with our science-based targets.
Saving energy
We have an energy savings action
plan, which we produced in line
with the requirements of the Energy
Savings Opportunity Scheme.
The plan covers the period from
December 2023 to December 2027.
We have begun constructing a new office
in Belfast, with a low-energy design and a
goal of less than 70 kWh/sqm Energy Use
Intensity (EUI). An all-electric approach
will ensure the building is prepared for
Net Zero Carbon in operation, aligning
with future sustainability needs. We are
following the BREEAM methodology
and targeting a BREEAM Outstanding
rating. BREEAM promotes sustainability
across various aspects of building design,
construction and operation, to minimise
the building’s environmental impact,
enhance occupant wellbeing and contribute
to a more sustainable development.
Alongside changes to our estate, emissions
have also been influenced by updates to
building operations, including reduced
weekend opening and extended holiday
closures. Ahead of moving to our new
office, our energy-saving activity has
focused on behavioural change and short-
term reduction measures. These include
running energy awareness campaigns for
colleagues, ensuring boilers and heating,
ventilation and air-conditioning (HVAC)
systems are serviced annually, and
developing tailored end-of-day shutdown
procedures for buildings, such as ensuring
lights and appliances are switched off.
“ WE HAVE
BEGUN
CONSTRUCTING
A NEW OFFICE
IN BELFAST,
WITH A LOW-
ENERGY
DESIGN. AN
ALL-ELECTRIC
APPROACH
WILL ENSURE
THE BUILDING
IS PREPARED
FOR NET ZERO
CARBON IN
OPERATION.”
Kainos Annual Report 2026
40
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Social: Our people
Our success depends upon the ability, skills
and motivation of our people. Our strategic
priorities in relation to our people are to:
• maintain a positive culture and
high employee engagement;
• ensure effective talent
acquisition, development and
succession planning; and
• continue to establish Kainos
as a global company.
Culture and engagement
Culture
Our culture drives us to create
meaningful change through technology,
by enabling integrity, innovation,
improvement and teamwork flourish.
This is underpinned by our values.
We are all:
Creative
There is always a better way. And we don’t
stop until we find it. It’s how we transform
innovation into dramatic change.
Cooperative
Here, there is an I in team: I for the
individuals who bring their best selves
to work, liberally sharing knowledge,
information and experience, listening
and keeping an open mind.
Determined
Individually, all together, there is no obstacle
we can’t overcome. It’s how we get the job
done. In fact, we’ve built our reputation on it.
Honest
Keeping it real, being truthful in our
words and actions, and always being
constructive is how we continue to build
success. It’s something our people and
our customers see immediately.
Respectful
Respect does not have to be earned.
Here it is given freely to all. Because
we treat others how we would like
to be treated. Everyone, equally.
In FY26 we have consistently showcased the
behaviours that we want to see in Kainos.
We do this at all levels of the business,
from town halls led by senior management
through to team talks. For example, to
promote uptake of AI tools we may use
one of our monthly webinars to highlight
a colleague who has found an innovative
way to integrate AI into their workflow.
To provide a framework for how we think
about our culture, we have developed four
cultural pillars, which define what we stand
for. These pillars were developed through our
People Promise employer brand programme,
which involved extensive consultation with
colleagues about what they value most
about working at Kainos and what we
want our culture to stand for as we grow.
The four pillars – Put People First, Know
Your Impact, Be the Benchmark and
Embrace the Future – emerged from
that work as clear, statement-based
expressions of our culture, reflecting both
our heritage and our direction. We will be
rolling these out over the coming year.
2
0
2
6
Peakon scores:
2025: 75% 2025: 82% 2025: 74%
77
%
82
%
77
%
2
0
2
5
2
0
2
6
2
0
2
5
2
0
2
6
2
0
2
5
Glassdoor
approval rating:
78
%
2025: 80%
2
0
2
6
2
0
2
5
Engagement Diversity & Inclusion Wellbeing
Measures:
See the Corporate
Governance Report on page 78
for information on how the Board
oversees our culture.
41
Kainos Annual Report 2026
Engagement
Colleague feedback is a key part of
achieving our ambition to be a great
employer. We use Workday Peakon, which
provides a holistic view of employee
sentiment and allows comparison against
over 350 global technology employers.
We ask our colleagues for feedback
each month. The results show employee
engagement remains high at 77%
(2025: 75%), with the diversity and
inclusion rating at 82% (2025: 82%) and
wellbeing measuring 77% (2025: 74%).
We also measure engagement through
Glassdoor, which enables current and
former employees to provide feedback on
companies. While Kainos was ranked 14th
in Glassdoor’s UK Best Places to Work list
in 2025, we were not included in the 2026
ranking. Glassdoor’s Employees’ Choice
Awards are based on the volume, quality
and consistency of anonymous employee
reviews over a fixed eligibility period, and
rankings can vary significantly year-on-year
as relative employee sentiment and market
dynamics evolve. Despite not featuring in
the 2026 list, Kainos continues to perform
strongly on Glassdoor. In March 2026, we
had an approval rating of 78%, above
the typical Glassdoor average of c. 70% -
74% (3.5-3.7 out of 5) for overall company
ratings. Similarly, 72% of respondents would
recommend working at Kainos to a friend.
In February 2026, Kainos was independently
ranked among the UK’s top 30 IT and
Software employers in the Financial
Times’ 2026 UK Best Employers
ranking. We also achieved a significant
rise from 333rd to 172nd overall.
We work hard to retain the talented
people already in Kainos. We are also
very focused on attracting, developing
and engaging talented colleagues. We
continue to attract strong interest in
key recruitment markets, with tens of
thousands of candidates applying each
year to join Kainos. During the year our
headcount increased to 3,475 people
(2025: 2,865). This reflects our business
growth and around 120 colleagues joining
us through the acquisition of Davis Pier.
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 90% of our
colleagues made the choice to stay and
develop their career at Kainos (2025: 93%).
Wellbeing
Contributes to: SDG 3 Good Health and
Wellbeing
Our approach to looking after our
colleagues includes supporting them with
five key areas of wellbeing. In addition to
career development (see below), these
areas are emotional, physical, financial
and social wellbeing. We have a wide
range of activities in each of these areas,
along with a wellbeing platform and app,
and wellbeing champions across the
business. Our offering also includes:
• employee assistance programmes
that provide 24/7 confidential access
to expert advice across a range
of areas, including wellbeing and
financial and legal advice; and
• private medical and permanent
health insurance.
Financial wellbeing encompasses our
compelling reward framework of salary,
bonus (where applicable), pension and
a comprehensive benefits package. In
response to employee feedback, we
introduced flexible benefits in the UK in
FY26, enabling our people to tailor their
benefits to suit their needs. We are rolling
this out to other countries in FY27. The
scheme allows colleagues to reduce or opt
out of certain benefits. In return, they can:
• increase their other core benefits, which
include medical and dental cover, life
insurance and pension contributions;
(12) KNOS closing share price on
31 March 2026: 730p.
Staff retention: Headcount:
90
%
2025: 93%
2
0
2
6
2
0
2
5
2026 2025
3,475
people
2,865
people
Absence levels:
2025: 7 days
5.8 days
per person
Shares and options
allocated in FY26:
(£5.9 million at 31 March 2026
closing price
(12)
)
814,965
Shares and options
allocated since 2015:
(£102.0 million at 31 March
2026 closing price
(12)
)
13,966,060
Measures:
Kainos Annual Report 2026
42
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
• take their choice of supplementary
benefits, which include critical illness
cover, life insurance for their partner,
health assessments and a number of
other insurance products; and/or
• receive an allowance they can spend
on approved items that contribute to
physical, mental or emotional health,
such as gym membership, counselling
sessions and fitness equipment.
To enable colleagues to share in the value
they create, we gift shares to employees
in the UK, Ireland, Poland and US, and
operate cash-equivalent schemes in our
other locations. We also operate a save-
as-you-earn share-based scheme.
Talent acquisition, development
and succession planning
We have spent considerable time in the year
preparing the next generation of leaders for
Kainos. In addition to considering succession
planning for the CEO and CFO (see the
Nominations Committee Report for further
information), we have looked at key roles at
Group and divisional level, making internal
promotions and external hires to give us
strength in depth and enable people to
develop by taking on larger roles, positioning
them for even more seniority later.
During the year, nine members of the
Group Executive team were either
newly appointed or took on expanded
responsibilities, reflecting a combination
of internal progression and targeted
external hires. More broadly, we made 11
senior-level (Leader+) promotions and
added 13 senior-level external hires,
bringing the total number of colleagues
operating at senior levels across the
Group to 93. Succession plans are now in
place for 38 senior roles, with identified
successors supported through targeted
development and stretch opportunities,
helping to ensure leadership continuity
and long-term organisational resilience.
As noted in the Workday Products section
of the Operational Review, we have been
particularly active in recruiting senior
leaders for that business, to ensure we have
the capacity and capability required to take
the growth opportunities ahead of it. This
has included appointing a new Chief Product
Officer, Chief Marketing Officer, Chief Risk
Officer and Chief Technology Officer.
Career development
We have 962 people managers who
support our people’s career development
(2025: 987). They undertake our
Effective Manager programme, which
covers management and personal
leadership skills, everyday coaching,
and giving and receiving feedback.
Each colleague has an annual performance
appraisal, which includes planning for the
year(s) ahead. We complement this with
monthly one-to-ones, to ensure career
plans are progressing. We also support our
people with tools such as online coaching.
We have a diverse curriculum of internal
courses and comprehensive self-
study materials to support technical
and professional qualifications and
certifications. We also have comprehensive
talent development programmes, mapped
to key career stages, ranging from early
career employees displaying leadership
potential to senior management who we
see as successors for executive roles.
Annual appraisals
completed:
87
%
2025: 99%
2
0
2
6
2
0
2
5
Training days
completed:
2025: 13,468
14,814
Training
expenditure:
2025: £0.9 million
£0.9
million
Measures:
Number of
promotions:
2025: 369
449
people
43
Kainos Annual Report 2026
Diversity and inclusion
Contributes to: SDG 5 Gender Equality
and SDG 10 Reduced Inequalities
Diversity and Inclusion (D&I) is integral
to our strategy and ensuring we
have a strong talent pipeline. We
know that having culturally diverse
leadership and teams is likely to:
• increase our people’s wellbeing,
engagement and retention;
• help us deliver technology and
services that meet the diverse
needs of users and citizens; and
• support innovation and help us
quickly bring new ideas to market.
D&I therefore benefits our people, customers,
service users and shareholders. Our D&I
policy commits to a culture that responds
to the needs of all groups and takes
a zero-tolerance attitude to bullying,
harassment, exclusion or victimisation.
Our commitments and accreditations
We support 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.
In FY26, we were proud to become the first
organisation in Northern Ireland to achieve
Disability Confident Leader status. This
reflects our commitment to inclusion and
is the highest level of accreditation in the
Disability Confident scheme, putting us in
the top 3% of the 19,000 participants. In
addition, Kainos is a member of Inclusive
Employers, which helps organisations
to build an inclusive workplace.
How we are organised
Our Global D&I Council drives delivery of our
D&I programme. It is sponsored by our Chief
People Officer and comprises colleagues
from across our business. It is supported by
our five Employee Network Groups, which
are each sponsored by a member of the
Executive team, to ensure representation
at all senior decision-making forums.
Our data
We use Workday VIBE Index
TM
to allow
colleagues to voluntarily and confidentially
disclose details about their ethnicity,
disability, marital status, religion, citizenship
status, nationality, sexual orientation,
sex at birth and gender identity.
D&I training
To support our people, we provide
the following training:
• Our Inclusion, Diversity, Equality
and Equity e-learning, which is an
essential module for all Kainos staff.
Over 3,200 people have completed it
(2025: over 2,800). People managers
take an additional module to help
them understand their role in
creating an inclusive environment.
• Our Inclusive Leadership Programme,
with 45% of Leaders and 58% of
Executives having attended.
Members in Employee Network Groups:
682
2025: 645
Inspire
(women):
369
2025: 374
Xpression
(LGBTQ+):
297
2025: 304
Voice
(ethnic diversity):
258
2025: 256
Neurodiversity:
92
2025: 86
Embrace
(disability):
Diversity data disclosed
by employees:
99
%
2025: 84%
2
0
2
6
2
0
2
5
“ IN FY26, WE
WERE PROUD
TO BECOME
THE FIRST
ORGANISATION
IN NORTHERN
IRELAND
TO ACHIEVE
DISABILITY
CONFIDENT
LEADER
STATUS.”
Kainos Annual Report 2026
44
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Gender balance
Recent data indicates that despite some
improvement, gender diversity in the
technology industry globally remains
a challenge. In the UK, women make
up 21% of the technology workforce
overall, with only 15% of leadership
positions being held by women.
The table below shows our gender
diversity at the year end.
The Listing Rules disclosures on Board
and senior management gender and
ethnic diversity can be found in the
Nominations Committee Report.
There are 275 women at manager and
principal levels (2025: 219), representing 33%
of manager roles (2025: 32%). The under-
representation of women in Kainos and
the sector means that our journey towards
gender parity is a long-term endeavour. Our
gender parity plan has three key themes and
associated actions plans, outlined below.
a) Develop the talents and careers
of women already in Kainos
We work with Women in Business to help
women develop networks and provide
specialist learning. Our Inspire Network
provides day-to-day support and hosts
workshops to empower women and foster
personal and professional growth. Informal
learning is also prevalent, including
mentoring (115 mentors and 115 mentees).
b) Become the destination
employer for talented women
We believe that the most effective way
to encourage people to join Kainos is to
showcase our talented colleagues. For
example, this year we had two female
finalists recognised through external
industry awards, including Outstanding
Apprentice and Young Woman Engineer
categories, highlighting the impact of our
early-career and emerging female talent.
c) Encourage more women
into digital careers
The Outreach section in this report
describes our activities, including gifting
digital bursaries to undergraduate
women at university and events for
young women considering a digital
career. We were delighted to engage
846 young women across our 11
programmes and 28 events, where over
1,900 students participated (2025: 1,462
young women, over 3,000 students).
Executive Executive
Gender diversity Board managers All employees Board managers All employees
Male 3 22 1,978 3 15 1,717
(50%) (85%) (62%) (60%) (83%) (63%)
Female 3 4 1,201 2 3 974
(50%) (15%) (37%) (40%) (17%) (36%)
Non-binary,
transgender or – – 37 – – 20
not disclosed (0%) (0%) (1%) (0%) (0%) (1%)
45
Kainos Annual Report 2026
Continuing to establish Kainos
as a global company
Expanding into new international markets
is a core part of our growth strategy.
When we first enter a market, we may
initially outsource some people-related
functions such as payroll services.
However, it is important that everyone
who works for us around the world feels
a full part of the Group and we therefore
continue to integrate new locations
into the rest of the organisation.
In addition to bringing functions such
as payroll in-house, our work includes
ensuring colleagues in new locations have
equal access to benefits and that we
have consistent rules, for example around
recruitment – which are also tailored to
reflect local legislation and practices.
For example, following the acquisition of
Davis Pier in Canada, we took a people-
centred approach to integration. Davis Pier
colleagues transitioned onto Kainos’ core
systems, policies and processes, ensuring
consistency in areas such as compliance,
data and people practices. At the same
time, Davis Pier retained local ownership
over brand and market presence, supported
by our wider business. This balanced
integration enables clarity and alignment at
Group level, while protecting the strengths
of local teams and supporting engagement
and retention as the business grows.
In FY27 we will continue to improve how
colleagues experience our central services,
with a focus on simplicity, clarity and end-
to-end ownership. Through the “Central
Services Made Simple” initiative, cross-
functional teams will identify and streamline
high-impact processes that span multiple
functions, reducing friction, duplication
and effort for colleagues. In addition, we will
continue to progress our ‘AI-First’ priority
in a safe, responsible and transparent
way. This will include building colleague
confidence and capability in AI use,
supported by clear guidance on approved
tools, consistent risk checks for new AI-
enabled technologies, and a single, up-to-
date register of AI tools and approved use
cases across the business. This approach
supports innovation and efficiency while
maintaining appropriate controls around
security, privacy and compliance.
Gender identity:
37
%
2025: 36%
2
0
2
6
2
0
2
5
62
%
2025: 63%
2
0
2
6
2
0
2
5
1
%
2025: 1%
2
0
2
6
2
0
2
5
33
%
2025: 32%
2
0
2
6
2
0
2
5
15
%
2025: 17%
2
0
2
6
2
0
2
5
Women
Men
Non-binary, transgender
or prefer not to disclose
this information
Women at manager
level and principal level:
Women at
executive level:
Measures:
Kainos Annual Report 2026
46
Social: Communities
Contributes to: SDG 4 Quality Education
and SDG 10 Reduced Inequalities
In addition to the substantial social
value we create through our customer
projects, we support our communities by
providing employment and educational
outreach to young people, and
through our charitable initiatives.
Creating social value
Social value is a fundamental part of how
we engage with our customers and sustain
our ability to win work in the UK public
sector and healthcare markets. While
social value has always been important
to us, the Procurement Act 2023 now
requires our customers in these sectors
to maximise public benefit through the
contracts they award. The quality of our
technical solution remains key but social
value must carry at least 10% of the
evaluation weight in every tender process.
This shift means that customers require
specific, deliverable outcomes tied to
their priorities such as climate action,
addressing skills gaps, reducing crime,
and jobs and training for people who face
barriers to employment. The emphasis is on
supporting delivery of these outcomes over
the life of the contract, with measurable
performance and transparent reporting.
The social value created must be over
and above the core deliverables of the
contract. This requires us to take a joined-
up approach to our ESG activities, ensuring
we understand what customers are asking
of us so we can align our internal activities
to support them. For example, where a
customer has identified biodiversity and
nature as its focus for social value, we will
look for opportunities for our employee
volunteers to support initiatives in that area.
Social value in action
This approach is reflected in how
we work with customers to deliver
social value outcomes that go beyond
the core scope of the contract.
For example, as part of our social value
commitments on Ministry of Defence
programmes, Kainos colleagues
partnered with the Ministry of Defence
and a community organisation to deliver
a practical, place-based project in a
deprived London community. Employee
volunteers worked alongside local
stakeholders to design and build a new
community play structure, creating a
safe and inclusive space for children
and families while also supporting skills
development, teamwork and environmental
sustainability. This initiative directly
aligned to the customer’s social value
priorities and delivered a tangible, lasting
benefit for the local community over and
above the contractual deliverables.
We also support customers’ employment
and skills objectives through targeted
inclusion initiatives. Through our ongoing
partnership with Leonard Cheshire’s
Change 100 programme, Kainos provides
paid internships for talented disabled
students and graduates, helping to
reduce barriers to employment and
address skills gaps in the technology
sector. In partnership with public sector
clients, including the Driver and Vehicle
Standards Agency, Change 100 participants
have contributed to live projects while
receiving mentoring and professional
development support. This approach
enables us to meet customer social
value commitments focused on inclusive
employment and skills development,
while creating meaningful pathways into
sustainable careers in technology.
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
2026 2025
Virtual and in-person
placements:
2026 2025
Digital inclusion bursaries, young
people since FY22 launch:
337
provided
616
provided
108
young
people
95
young
people
Measures:
47
Kainos Annual Report 2026
Employment and outreach
Graduate employment and
apprentice scheme
We recruited 111 graduates in FY26 (2025:
66) across our Belfast, Derry, Indianapolis
and Halifax, Canada locations. We also
offer our popular Earn as You Learn®
(EAYL) apprenticeship scheme, which
identifies talented young people outside our
traditional graduate recruitment activity.
Outreach
We use outreach to promote awareness of
digital technologies among school leavers
and young people, and help them build skills
to forge a fulfilling career in technology. In
the past year, over 1,900 young people were
involved in one of our programmes (2025:
over 3,000). Since 2015, we have engaged
over 14,000 young people in the UK, Ireland,
Poland and the Americas through our
outreach activities (2025: over 12,500).
In FY26, 87 colleagues recorded over 300
days of mentoring support for young people
(2025: 159 mentors and over 500 days).
We offer learning to support colleagues
to become outreach mentors, which
significantly increases participation.
In partnership with Ulster University and
Zero Gravity, our Digital Bursaries aim to
widen the participation of young people
who are traditionally under-represented
at university. We also partner with:
• disability charity Leonard Cheshire,
offering paid internships for computing
graduates living with a disability; and
• Now Group, a social enterprise and
autism charity, to provide paid
work placements for young people
seeking entry-level employment.
Positive outcomes for young people are
often shaped by teachers. Throughout the
year we engaged with 50 educators, helping
them acquire skills in artificial intelligence
and to bring the latest technologies to
their classrooms (2025: 121 educators).
Supporting charitable causes
Our people select a global charity, which
we support for a minimum of two years. We
allocate 50% of our funds to it, with the other
50% supporting local charities. Our current
global charity is Cancer Research. We also
have volunteer-led charity committees at all
our locations and provide financial support
for their activities. Everyone in Kainos can
also take two paid days each year to get
involved in social and charitable activities.
2026 2025
EAYL apprenticeship places since
programme launch in 2013:
2026 2025
Charity donations:
2026 2025
Graduates and students
employed:
129
people
121
people
120
places
107
places
£38,000
£49,000
“ SINCE 2015,
WE HAVE
ENGAGED OVER
14,000 YOUNG
PEOPLE IN THE
UK, IRELAND,
POLAND AND
THE AMERICAS
THROUGH OUR
OUTREACH
ACTIVITIES.”
Kainos Annual Report 2026
48
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Governance
Our stakeholders
Our key stakeholder groups are our
workforce, customers, shareholders and
communities.
Each month, the Board receives detailed
reports from management, which
include the outputs from stakeholder
engagement. The Directors also engage
directly with stakeholder groups as
appropriate. The information below
summarises our engagement with each
stakeholder group and the outcomes.
a) Our employees
We engage with our people to understand
how they view Kainos as an employer
and where we can improve. This helps
us to attract and retain the talent
we need to fulfil our strategy.
Their interests
• Reward and benefits.
• Career progression.
• Training and development.
• Our culture and strategy.
• Teamwork and peer and manager support.
• Health and wellbeing.
• Diversity and inclusion.
• Our ethical stance.
How we engage
• Each month, we use Workday Peakon
to measure sentiment and capture
confidential feedback about our strengths
and areas for improvement. The outputs
are shared with the Board and made
available to all staff through online
dashboards. Progress with our plans to
address feedback is reported monthly
to the Executive team, quarterly to the
workforce and twice yearly to the Board.
• The Directors engage with employees
through office visits, presentations
from staff at Board meetings,
organised events and Board dinners.
• Our CEO holds monthly ‘Kainos in Brief’
sessions with staff groups, to share news
and receive direct input from staff.
• Our Executive team hosts twice-
yearly strategy review sessions
with staff groups, to discuss culture,
engagement and performance.
• Our internal social network platform
(Microsoft Viva Engage) allows every
person to publish, share and comment
on all aspects of working in Kainos.
Outcomes
• We continue to achieve a high employee
engagement score, currently 77%
(2025: 75%).
b) Our customers
We engage with our customers so we
can understand their evolving needs and
attitudes towards our service. This enables
us to maintain high levels of customer
satisfaction, generate repeat business
and to win work with new customers.
Their interests
• Quality and cost of service.
• Our ability to meet agreed deadlines.
• Our ability to innovate and deploy
new technology for them.
• Our ethical stance.
How we engage
• Our project teams typically interact
with customers daily. Feedback or
escalations are shared within the project
team and, where appropriate, with
the Executive Team and the Board.
• We use an online customer survey to
capture our NPS. Surveys happen on a
rolling basis, with customers asked for
feedback twice a year. The result is shared
monthly with the Board. The responses
inform our continuous improvement
programme, which aims to meet or exceed
customer expectations on every project.
Further information on
our workforce engagement
is set out in the Corporate
Governance Report and in the
Social: Our people section
of this report.
2
0
2
6
Employment engagement
score:
2025: 75%
77
%
2
0
2
5
Measures:
49
Kainos Annual Report 2026
• The Executive Directors, primarily the
CEO, meet with customers during the
year. These meetings are typically
with our largest customers.
• Project success stories and retrospectives
are included as part of the regular Board
agenda, with the teams involved in the
project presenting to the Board and
receiving Board input and feedback.
Outcomes
• We received 376 completed NPS
surveys (2025: 347), with an overall
NPS score of 61 (2025: 70), with a
score above 50 rated as ‘excellent’.
• During the year, the Board
received twelve presentations on
our customers (2025: seven).
c) Our shareholders
We value the support of our shareholders
and recognise the importance of
keeping them informed about our
strategy, performance and progress
with key strategic programmes.
Their interests
• Strategy and its implementation.
• Operational and financial performance.
• Dividends and total shareholder return.
• Our ethical stance, including our
approach to ESG matters.
• Our remuneration practices.
• Developments in our markets.
How we engage
• Our CEO and CFO meet analysts and
institutional shareholders throughout
the year, with detailed updates following
our interim and full year results. They
provide regular feedback from these
meetings to the Board. The Chair
proactively leads engagement with major
shareholders on material matters. Our
PR and financial advisors also obtain
formal feedback from shareholders,
which is reported to the Board.
• Our Chair engages with shareholders
on topics they raise.
• We communicate with private
investors through the RNS service,
the Annual Report and the AGM.
• We make financial and other
information available on our website.
Outcomes
• Beyond normal discussions about
our trading performance, during the
year our shareholder conversations
focused on CEO succession, the
redundancy programme in March
2025, AI opportunities and risks and
our capital allocation policy.
d) Our communities
As a responsible business, we need to
contribute to the communities we operate in.
Their interests
• Our engagement with community-
based programmes.
• Our carbon footprint and commitment
to reducing our environmental impact.
• Employment options for
their communities.
• Our tax strategy and tax transparency.
• Our ethical stance.
How we engage
• Our outreach programmes engage
with our local communities to ensure
that our programmes support the
needs of our stakeholders.
• Our volunteer-led charity committees
support and amplify the fundraising
efforts of our colleagues and oversee the
selection of our global and local charities.
• Relevant community initiatives
are managed within the relevant
Board committees and discussed
with the full Board.
Outcomes
• We recruited 124 graduates, placement
students and school leavers in FY26
(2025: 103).
• We maintained charitable donations
at £38,000 (2025: £49,000).
“ WE CONTINUE
TO ACHIEVE
A HIGH
EMPLOYEE
ENGAGEMENT
SCORE,
CURRENTLY
77%”
Further information is
set out in the Corporate
Governance Report and the
Social: Communities section
of this report.
Kainos Annual Report 2026
50
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Business conduct
We are committed to high standards of
business conduct. This encompasses our
ethical principles, protecting human rights,
preventing bribery and corruption, and our
quality, data privacy and security standards.
Our culture is built on openness and
accountability, which we believe reduces
the risk of legal or ethical violations and
supports swift resolution if they occur.
However, all businesses face the risk
of things going wrong or unknowingly
harbouring illegal or unethical conduct.
To enable our people to speak up
about actual or suspected issues, we
have a whistleblowing policy and an
independently run whistleblowing hotline.
This allows our people to make confidential
reports, which can be anonymous.
We actively communicate our
whistleblowing policy and provide
mandatory training on it. We review
the policy every year, with the current
version last reviewed in November 2025.
There were zero incidents referred through
our whistleblowing process in FY26
(2025: zero).
Code of ethics: our ethical
principles and commitments
Each year, 60 million users interact with
systems or services we have delivered. To
create the best outcomes for them and for
our people, customers and communities,
we must have clear ethical principles
and align everything we do to them.
Our code of ethics sets out our principles
in six areas: wellbeing, equality, the
environment, transparency, integrity, and
taking the initiative to make a positive
difference. These principles are divided
into 36 ethical commitments. The code
of ethics deliberately uses clear and
active terms to describe how to apply our
commitments in our business dealings.
We created our code of ethics following
wide-ranging discussions with colleagues
and published it via our internal Viva Engage
platform. Although this has a dedicated
Ethics channel, ethical conversations occur
across the platform. For instance, they
feature in discussions in channels including:
• #Innovation (facial recognition,
responsible innovation,
streetlamp cameras)
• #Data&AI (AI, ethics and medical research,
data ethics, ethical principles in defence)
• #AllCompany (assessing our
customers’ ethical approach)
• #TechOutreach (ethics and the
future of employment)
• #Ethics (cashless society, big tech and
ethics, animal welfare, smart cities)
• #Diversity&Inclusion (anti-
racism, #23andMe)
• #ClimateAction (our customers’
climate stance)
51
Kainos Annual Report 2026
Human rights
The software sector is generally considered
to present a lower inherent risk of modern
slavery and human trafficking. Our business
model does not rely on complex or labour-
intensive supply chains, and we do not
operate in sectors typically associated
with heightened modern slavery risk. While
we have expanded our global workforce
to include colleagues in India and the
Philippines, we continue to assess our
overall risk exposure as low, reflecting the
nature of our activities, the professional
roles we employ, and the regulatory
environments in which we operate.
Even so, we are clear that we do not
tolerate slavery or human trafficking in
our supply chains. We conduct supplier
due diligence audits to ensure they have
appropriate modern slavery policies. We
have mandatory training for our employees,
which covers awareness of the various
forms of modern slavery, how to identify
the signs of slavery and how to respond.
Employees must formally attest that they
will abide by our modern slavery prevention
policies. We publish a Modern Slavery
Statement every year, with the most recent
version released in September 2025.
Our whistleblowing policy encourages
staff to report any human rights violations,
including modern slavery. No violations
were reported during the year (2025: zero).
Many of our employees’ human rights are
protected by the policies and commitments
set out in the Diversity and Inclusion
section in this report. We also carry out
checks to ensure employees have the
necessary documentation to legally work
in the country where we are employing
them and that we do not employ anyone
under the legal minimum working age.
Anti-bribery and anti-corruption
We operate a zero-tolerance approach
to corruption and bribery and encourage
staff to report suspected wrongdoing
as soon as possible. We have a global
anti-corruption and anti-bribery policy,
which we review every year and was most
recently updated in 2025. We provide
mandatory training, which includes
training on the whistleblowing policy.
In FY26, there were no reported
breaches of our anti-bribery and
corruption policy (2025: zero).
Quality standards, data
privacy and security
Consistently delivering a high-quality
service to our customers requires us
to have a robust quality management
system and to safeguard the sensitive
information we process every day.
Our quality management system is
based on the following certifications:
• ISO9001 Quality Management
System, held since 1993.
• ISO20000 Information Technology Service
Management System, held since 2009.
• ISO27001 Information Security
Management System, held since 2011.
• Cyber Essentials Plus, held since 2022.
We ensure adherence to these standards
through our training programme,
supplemented by internal audit reviews.
The certification process includes an annual
external assessment to ensure that our
controls are robust, applied consistently and
updated regularly, to reflect best practice.
To ensure data privacy and security,
we prioritise secure data handling
processes, product design, hosting
and operational management. Our
people complete security awareness
and data handling training annually.
We regularly assess our information security
risks in IT steering meetings with our
senior management. We also participate
in third-party assessments for customers,
to evidence that our security controls
are effective and address any risks.
We have selected SOC2 Certification
for our Smart products. This covers
security, availability, processing integrity,
confidentiality and privacy. These practices
are subject to external assessment
annually, by global consulting firm EY.
During the year there were no data
security or privacy breaches that
required reporting to the Information
Commissioner (2025: zero).
“ CONSISTENTLY
DELIVERING A
HIGH-QUALITY
SERVICE
TO OUR
CUSTOMERS
REQUIRES
US TO HAVE
A ROBUST
QUALITY
MANAGEMENT
SYSTEM AND
TO SAFEGUARD
THE SENSITIVE
INFORMATION
WE PROCESS
EVERY DAY.”
Kainos Annual Report 2026
52
Strategic Report
Our Environmental, Social and Governance (ESG) Commitments continued
Section 172 statement
The Directors have an obligation to act in
accordance with a general set of duties,
which are set out in Section 172 of the
Companies Act 2006.
Section 172 requires a director of a
company to act in the way he or she
considers, in good faith, would support
the long-term success of the company
and its various stakeholders. In doing
this, directors need to consider a variety
of matters, which are set out in the table
below.
The Directors are briefed on these duties
as part of their induction and through
regular training. They also have access
to professional advice from the Company
Secretary or, if necessary, from an
external advisor.
The Directors consider, both individually
and together, that they have exercised
care in their decision-making, are
cognisant of their Section 172 obligations,
and take into consideration the needs
and interests of the various stakeholder
groups as part of all Board decision-
making.
The table below explains how the
Directors addressed each of the matters
set out in Section 172.
Section 172 matter How the Board considered this matter in FY26
The long-term impact of
decisions.
Key decisions during the year, taken with a
view to ensuring the long-term success of
the Company, included approving:
• The acquisition of Davis Pier. The Board sees North
America, and particularly Canada, as a long-term
growth market for Kainos. The acquisition strengthens
our existing position and means we are better
placed to take advantage of the opportunities in
the coming years. See the Digital Services section
of the Operational Review for more information.
• The two share buyback programmes. Kainos has a very
strong balance sheet and continues to generate cash
inflows each year. The Directors considered the capital
the business would require to successfully implement
its growth strategy and concluded that returning
excess capital to shareholders was appropriate.
See the Financial Review for more information.
• The appointment of Shruthi Chindalur as a Non-
Executive Director. Shruthi has important skills and
experience that the Board considers important for
the Company’s future development, notably her
expertise in software and global markets. See the
Nominations Committee Report for more information.
Further information on
each area can be found in the
Key Board discussions and
activities section, and in other
parts of the report indicated in
the table.
53
Kainos Annual Report 2026
Section 172 matter How the Board considered this matter in FY26
The interests of our
employees.
The Board pays close attention to employee
matters throughout the year, receiving regular
information on employment engagement,
retention and health and wellbeing.
The Board and its Committees also considered a
range of people-related matters, including:
• succession planning for the Executive
Directors and other senior management;
• senior-level recruitment for the
Workday Products division; and
• the structure of bonus schemes below
Executive Director level.
In addition, the Board continued to engage
with employees and receive presentations from
management across the business during the year.
Our relationships with our
suppliers and customers.
The Board receives and reviews Net Promoter
Score (NPS) data in each Board pack.
Many of the Board’s discussions and decisions
during the year directly related to the interests of
customers, suppliers and our other key business
partners. These included the acquisition of Davis
Pier, considering the strategic priorities of the
Group’s divisions, and oversight of sustainability,
cyber security and information security matters.
Our impact in our
communities and on the
environment.
During the year, the Board received updates on progress
against the Group’s climate-related initiatives and
SBTi-approved net zero target, and reviewed the
annual climate action plan for the year ahead.
The importance of
maintaining our reputation
for high standards of
business conduct.
Ethical governance and compliance with regulatory
standards underpin our operations. The Board ensures
that the Group’s corporate governance framework aligns
with best practices and evolving regulatory requirements.
Specific activities during the year included:
• approving the latest versions of the Health & Safety
Policies and Modern Slavery Statement; and
• all Board members taking part in cyber security training.
The Board also closely monitors the Group’s culture,
recognising its importance in ensuring behaviours
align with the Company’s ethical standards (see
the Board oversight of culture section).
Through the Audit & Risk Committee, the Board oversees
the Group’s whistleblowing arrangements, which did not
identify any issues with business ethics and conduct.
The need to act fairly
between our shareholders.
The Directors considered the appropriate mechanism for
returning capital to shareholders and concluded that the
share buyback programmes were equitable, as they were
conducted on market and treated all shareholders fairly.
See the Employees section
of Our stakeholders for more
information.
See the TCFD disclosures
section for more information.
Kainos Annual Report 2026
54
FY26 was a positive year for the Group, with growth
across all three divisions.
FINANCIAL
REVIEW
Revenue
Revenue for the year increased by 17%
(19% ccy, 16% organic) to £431.1 million
(2025: £367.2 million). Within this:
• Workday Products’ revenue grew
by 15% (19% ccy) to £81.7 million
(2025: £71.3 million). As described in the
Workday Products’ operational review,
services related to our EDM product are
now delivered by our Workday Services
division. For comparison purposes, if
the services element of EDM had been
delivered by Workday Services last
year, the like-for-like growth rate for
Workday Products would have been 18%.
• Digital Services increased revenue by 23%
(23% ccy, 20% organic) to £241.7 million
(2025: £197.2 million), with excellent growth
in healthcare, a strong performance
in the public sector and an initial six
months of revenue from Davis Pier,
which added £4.6 million to the total.
• Workday Services revenue was 9%
higher at £107.6 million (12% ccy) (2025:
£98.7 million), driven by North America.
Our newer geographies in Australia
and New Zealand also grew rapidly,
while revenue in EMEA was 1% lower.
Excluding EDM-related services, revenue
growth in Workday Services was 6%.
The Group Operational Review
provides more information on
our revenue performance.
Strategic Report
55
Kainos Annual Report 2026
Gross margin
Our overall gross margin decreased to 46.1%
(2025: 47.9%). This was a combination of:
• A stable underlying margin in Workday
Products. The current year margin of
77.8% is in line with the FY25 margin
excluding EDM services (77.5%).
• Digital Services achieving a gross
margin of 35.6% (2025: 36.4%),
reflecting an increased proportion of
engagements where we partnered
with other organisations to deliver
for customers, which is typically
at a lower margin, greater use of
contractors to provide short-term
capacity and increased employers’
national insurance contributions.
• Workday Services’ gross margin
decreasing by 6 percentage points to
45.8% (2025: 51.7%), as a result of higher
staff costs, following wage growth in
recent years which has now moderated,
and the inclusion of EDM-related services,
which are at a lower margin. Excluding
EDM-related services, the current
year margin would have been 47.7%.
Operating expenses
Operating expenses rose from £134.1 million
in FY25 to £144.3 million in FY26. Operating
expenses in FY25 included restructuring
costs of £8.4 million. Excluding restructuring
costs from the FY25 total, operating
expenses increased by 15% in FY26.
Under the terms of our strategic partnership
with Workday announced in July 2024,
we pay annual fees of approximately
£7.8 million. FY26 included the first full
year of these costs, compared with the
£5.2 million recorded in FY25, which
covered a period of around eight months.
Our investment in product development
increased to £18.7 million (2025: £16.8 million),
all of which was expensed during the year.
We recognised £6.0 million of Research &
Development Expenditure Credit (RDEC)
income during the year (2025: £5.1 million).
Alternative performance measures
We use alternative performance measures
to monitor day-to-day performance
and to assist management’s financial,
strategic and operating decisions.
We believe these adjusted measures provide
a clearer view of trading performance,
enable meaningful period-to-period
comparisons and offer useful insight
for users of our financial statements.
The items we adjust are consistent with
those used by comparable companies.
Specifically we exclude the following:
Costs directly attributable to acquisitions.
This includes amortisation of acquired
intangible assets, deferred consideration
including compensation for post-
combination services and acquisition-
related expenses such as legal and
professional costs incurred mainly in the
period of acquisition. These costs are
unique to each acquisition and can vary
significantly between periods depending
on the timing and size of acquisitions,
the nature of intangible assets acquired
and the structure of consideration. We
therefore consider that these costs do
not reflect underlying operations.
Share-based payment costs. Share-
based payment is an important aspect
of employee compensation. However, we
believe it is useful to exclude this expense
to better understand our core business
performance and facilitate comparison of
our results to those of peer companies. Our
arrangements consist of both equity-settled
and cash-settled schemes and the expense
incurred will be influenced by factors
including the market value of our shares,
forfeiture rates and volatility, which are
generally beyond our control and may not
correlate to the operation of the business.
Significant and non-recurring items. In
the prior period we excluded restructuring
costs incurred. We consider adjusting
these costs provides more meaningful
period-to-period comparisons.
We adjust for the above items consistently
across all our adjusted measures, namely
‘adjusted profit before tax’, ‘adjusted
EBITDA’, ‘cash conversion’ and ‘adjusted
diluted and basic earnings per share’.
“ REVENUE FOR
THE YEAR
INCREASED
BY 17% (19%
CCY, 16%
ORGANIC) TO
£431.1 MILLION
(2025: £367.2
MILLION).”
Kainos Annual Report 2026
56
Strategic Report
Financial Review continued
Adjusted profit measures
2026
(£000s)
2025
(£000s)
PROFIT BEFORE TAX 58,111 48,640
Share-based payment expense and related costs 5,373 5,930
Amortisation of acquired intangible assets 1,302 836
Restructuring costs – 8,411
Compensation for post-combination services 2,132 877
Acquisition-related expenses 145 948
ADJUSTED PROFIT BEFORE TAX 67,063 65,642
PROFIT AFTER TAX 42,500 35,560
After tax impact of:
Share-based payment expense and related costs 3,930 4,335
Amortisation of acquired intangible assets 1,116 645
Restructuring costs – 6,194
Compensation for post-combination services 2,132 877
Acquisition-related expenses 145 693
ADJUSTED PROFIT AFTER TAX 49,823 48,304
Adjusted EBITDA
2026
(£000s)
2025
(£000s)
ADJUSTED PROFIT BEFORE TAX 67,063 65,642
Depreciation of property, plant and equipment 3,278 3,381
Depreciation of right-of-use assets 1,287 1,277
Finance expense 383 333
Finance income (3,722) (6,440)
ADJUSTED EBITDA 68,289 64,193
The adjusted profit measures we use are
not defined in UK-adopted International
Accounting Standards and our definitions
may not be comparable with similarly-
titled performance measures and
disclosures by other entities. As such,
these measures should not be considered
in isolation but as supplementary
information to the financial statements.
The adjusted profit measures reconcile
to the reported numbers as follows:
57
Kainos Annual Report 2026
£89.1m
of cash and treasury deposits
(2025: £133.7 million)
Adjusted pre-tax profit increased by
2% to £67.1 million (2025: £65.6 million).
Profit before tax increased by 19% to
£58.1 million (2025: £48.6 million).
Corporation tax charge
The effective tax rate for the year was
27% (2025: 27%), which is higher than
the UK corporation tax rate, mainly
due to the impact of higher tax rates in
the United States and non-deductible
acquisition expenses in Canada.
We envisage our future effective tax rates
to be broadly in line with this rate.
Earnings per share
Adjusted diluted earnings per share
increased by 7% to 41.1p (2025: 38.3p) while
diluted earnings per share increased by
24% to 35.1p (2025: 28.2p). The weighted
average number of shares in issue
decreased by 3% in FY26, due to the
share buyback programmes, increasing
our earnings per share measures by 3%.
Further information is provided in note 11
to the consolidated financial statements.
Financial position
We continue to have a strong financial
position, with a substantial cash balance
(see below), no debt and net assets of
£100.5 million (31 March 2025: £138.0 million).
The acquisition of Davis Pier resulted
in goodwill increasing to £44.3 million
(31 March 2025: £37.3 million) and intangible
assets rising from £4.2 million at 31 March
2025 to £8.9 million at the year end. More
information can be found in note 28 to
the consolidated financial statements.
The combined net trade receivables and
accrued income balance increased by 54%
to £83.4 million (31 March 2025: £54.2 million),
reflecting substantial revenue growth in the
final quarter of the year. Trade payables
and accruals rose to £76.5 million (31 March
2025: £54.3 million), due mainly to increased
bonus (driven by the strong financial
performance) and contractor accruals.
Cash and cash conversion
The Group is highly cash generative,
with our Workday Products business
in particular having an attractive cash
profile, as we receive payment from
customers annually in advance. Cash
conversion, which is cash generated by
operating activities as a percentage of
adjusted EBITDA, was 99% (2025: 112%).
At the year end, we held cash and
treasury deposits of £89.1 million
(31 March 2025: £133.7 million), with the
movement in the year including:
• £55.7 million returned to shareholders
through two share buyback programmes
(see Capital allocation policy below);
• £5.9 million of cash outflows relating
to the construction of our new Belfast
office, which is due to open in 2027; and
• £7.9 million in relation to the acquisition
of Davis Pier.
Dividend
Our progressive dividend policy provides
shareholder returns, while ensuring we
have sufficient funds to invest in long-term
growth. The Directors have recommended
a final dividend of 19.8p which, if approved
by shareholders, will be paid on 23 October
2026 to shareholders on the register on
2 October 2026, with an ex-dividend date
of 1 October 2026. This will make the total
dividend for the year 29.6p (2025: 28.4p)
which will represent a distribution of 70%
of adjusted profit after tax (2025: 73%).
£55.7m
returned to shareholders
through two share buyback
programmes
“ WE CONTINUE TO
HAVE A STRONG
FINANCIAL
POSITION, WITH
A SUBSTANTIAL
CASH BALANCE,
NO DEBT AND
NET ASSETS OF
£100.5 MILLION.”
Kainos Annual Report 2026
58
Capital allocation policy
Kainos has a strong unlevered balance
sheet and continues to generate
significant operating cash flow. The
graphics below show the Board’s
priorities for deploying our cash.
Where we have more cash than we need
to fund growth, the Board will consider
one-off returns of capital to shareholders.
On 9 May 2025, we completed the share
buyback programme announced on
11 November 2024. As part of this
programme, a total of 3,993,382 shares
(including 1,054,544 purchased during
the current year) were bought back
for consideration of £30.0 million.
In May 2025, we launched another share
buyback programme, which completed
on 18 November 2025. This resulted in
3,706,558 shares being bought back
for consideration of £30.0 million.
In November 2025, we renewed our share
buyback programme, with the intention
to return up to a further £30.0 million,
excluding expenses. At the year end, we
had acquired 2,292,044 shares under this
programme, at a cost of £18.5 million,
including transaction costs of £0.1 million.
Since year end, we purchased a further
1,437,024 shares for £11.6 million. This
programme completed on 15 May 2026,
with a total of 3,729,068 shares purchased
for consideration of £30.2 million, including
transaction costs of £0.2 million.
At the year end, we had cancelled
6,894,781 shares acquired during the
year and held 361,544 shares we had
purchased but not cancelled.
The total amount returned to
shareholders to date through the
three programmes is £90.0 million.
The Board has no current plans to launch
a further share buyback programme but
will keep future capital returns, including
share buybacks, under review alongside
other uses of capital, in light of market
conditions and the Group’s strategic
priorities, to maximise shareholder value.
Richard McCann
Chief Financial Officer
16 May 2026
Growing the
business
• Organically
• Targeted acquisition
Maintaining a robust
balance sheet
• Cash reserves £89.1m
• Debt free
Progressive
dividend policy
Total dividend 29.6p
(FY25: 28.4p)
Returning surplus
cash to shareholders
£90m returned to
shareholders over three
share buyback
programmes
£
Strategic Report
Financial Review continued
59
Kainos Annual Report 2026
We aim to increase
revenue and profit
while maintaining
a healthy financial
position and
investing in
the people and
opportunities which
underpin our growth.
We track several KPIs
to identify trends
in our operating
performance
and to assess
progress of our key
objectives, such
as staff wellbeing
and engagement.
Financial KPI
targets are used
as a basis for
remuneration awards
and are identified
in the Directors’
Remuneration Report.
KEY PERFORMANCE
INDICATORS (KPIS)
Strategic Report
90
%
2
0
2
5
2
0
2
4
2
0
2
6
2
0
2
5
Non-Financial KPIs:
2026 2025
61
70
2026 2025
1,253
1,094
2026 2025
3,475
2,865
Customer Net Promoter Score: Staff retention:
Number of customers: Number of staff:
2025: 93%
Financial KPIs:
2026 2025
£505.3
million
£382.4
million
2026 2025
£431.1
million
£367.2
million
2026 2025
£67.1
million
£65.6
million
Bookings: Revenue:
Adjusted pre-tax profit:
2026 2025
£89.0
million
£72.6
million
Product ARR:
Kainos Annual Report 2026
60
Risk factors and uncertainties
Our risk governance and risk
management process
We have developed our risk management
framework and associated governance
structures to help us safeguard our
people, our customers and our business.
The Board is responsible for ensuring
that risk is managed across the business.
While we can never eliminate all risk, the
Board considers that our risk assessment
framework and governance structures
are robust and provide assurance
that we are effectively identifying,
monitoring and managing risk.
The Group Risk Register is our principal
tool for monitoring and reporting risk. It
describes each principal risk, its potential
impact, the likelihood of it materialising
and mitigating controls to reduce the risk
to an accepted level. Senior management
co-ordinates the Register’s preparation,
using input from all areas of the business.
Each risk is assigned to a senior manager,
who ensures that we develop controls
and mitigating actions to reduce the
risk’s likelihood and potential impact.
Kainos maintains a risk management
platform, to capture information on risks,
such as the risk owner, the mitigations in
place and other risk management activities.
The platform provides dashboards to
support oversight and enables us to drill
down from enterprise-level risks to risks
being managed at individual business or
sector level. This framework also gives us
visibility of emerging risks and ensures they
are appropriately managed and mitigated.
We have continued to refine our approach as
certain sectors have grown. For example, we
have introduced risk registers specific to the
UK defence and healthcare sectors, which
feed into our public sector risk register.
This ensures we capture and manage
the nuances of risk in those markets.
The Audit & Risk Committee formally
reviews the Risk Register twice each year
and may meet at other times if there is
an emerging risk or substantial changes
to principal risks which require attention.
The Committee updates the Board after
each formal review of the Risk Register
and when risks change significantly.
Our risk appetite
We have a formal risk appetite statement,
which the Audit & Risk Committee reviews
annually and the Board approves. This
groups our principal risks into three
categories, reflecting the level of risk the
Board is prepared to accept. Measured-
tolerance risks – including innovation,
adoption of new technologies and
partnerships – where the Board accepts
a higher level of risk in pursuit of growth,
provided risks are well understood and
managed. Low-appetite risks – including
cyber security and data protection – where
the Group seeks to minimise exposure
while recognising that some residual risk is
unavoidable in operating the business. Zero-
appetite risks – including legal or regulatory
non-compliance, ethical breaches, or
risks that could threaten the Group’s
ability to operate as a going concern.
Our risk profile
Our risks continue to evolve,
particularly in relation to:
• AI, where the technology is rapidly
evolving, the scale of the impact and
opportunities for our business and
our customers is unclear, and our
customers vary in their willingness
and ability to adopt AI; and
• cyber security, with the growing
involvement of nation states and the
increasing sophistication of AI-led
cyber attacks and phishing attempts.
Regulation and legislation also continue to
change. For example, the UK Government’s
Cyber Security and Resilience (Network
and Information Systems) Bill is currently
progressing through Parliament. It aims
to increase UK defences against cyber
attacks and better protect essential
and digital services. This may have
implications for our public sector work
in the UK, although the final form of the
legislation is yet to be determined.
Macroeconomic conditions also remain
uncertain, with the war in Iran having the
potential to significantly impact the global
economy and government finances.
Overall, however, our net risk position has
not significantly changed in the last 12
months. We have continued to enhance
our mitigations where necessary and
consider that our risk profile is stable.
More information on the trend in
each of our principal risks can be
found on the following pages.
RISK FACTORS
AND UNCERTAINTIES
Strategic Report
61
Kainos Annual Report 2026
INSIGNIFICANT MINOR MODERATE MAJOR CRITICAL
1. Cyber and information security
2. Global macroeconomic events
3. Exchange rate fluctuations
4. Partner relationships
5. Increasing complexity of global data protection laws
6. Long-term climate change and sustainability
7. Non-compliance with laws and regulations
8. Unsafe use of AI
9. Increasing customer demands in a competitive skills market
1
2
3
4
5
6 7
8
IMPACT
LIKELIHOOD
9
Detailed risk assessment
The following tables summarise our principal risks, informed by our Group Risk Register, with their
current likelihood and potential impact shown in the heatmap after risk mitigations have been
applied. The table is not intended to be exhaustive and there may be risks that we do not currently
consider to be serious or which we are willing to accept to support strategic objectives.
Where possible, we have taken steps to manage or mitigate risks using a combination of technical,
operational and legal controls, but we cannot entirely safeguard against all of them.
VERY LOW LOW MODERATE HIGH CRITICAL
ALMOST
CERTAIN
LIKELY
POSSIBLE
UNLIKELY
RARE
1. Cyber and information security
HIGH
Description
and trend
INCREASING
We must maintain robust controls to safeguard the confidentiality, integrity and availability of our IT
systems, both internally and as part of our customer offerings.
Cyber threats continue to increase in number and sophistication, with nation-state activity and the
use of artificial intelligence accelerating the effectiveness and scale of attacks. However, sustained
investment in our cyber security capabilities, governance and controls including strengthened
monitoring, independent assurance, improved resilience and enhanced Board-level oversight have
broadly offset this increased threat activity. As a result, while the external threat environment continues
to increase, the residual level of cyber risk has remained broadly unchanged over the year.
Potential impact
People,
Customers,
Markets
Failure to protect sensitive data and systems could expose us to legal, financial and reputational risk.
This could reduce short-term profits, trigger regulatory fines, incur significant remediation costs and
contractual liabilities, and damage customer relationships and market credibility.
Mitigation We continuously monitor the threat landscape and invest in strengthening our defences. We review
and test our Information Security Programme against industry best practice, assisted by independent
certifications including ISO 27001, Cyber Essentials and Cyber Essentials Plus. We have also embedded
cyber risk management into daily operations, collaborating closely with business units to identify,
assess and mitigate cyber risks in customer-facing projects. All staff complete mandatory training on
information security and data privacy.
Comprehensive internal and external assessments and audits ensure ongoing focus on emerging threats
and support the maturity of our security capabilities.
Our senior management receives regular updates through the Cyber Steering and Audit & Risk
Committees, with representation from our Chief Information Security Officer, Chief Information Officer,
cyber and information security teams, and our legal and business management.
During FY26 we have provided training to the Board on cyber security and enhanced our governance of
this area by aligning to the National Cyber Security Centre’s Cyber Governance Code of Practice.
Severity (Likelihood x impact)
Kainos Principal Risks
*Positions reflect residual risk after mitigation.
Kainos Annual Report 2026
62
Strategic Report
Risk Factors and Uncertainties continued
2. Global macroeconomic events
MODERATE
Description
and trend
NO CHANGE
We may be affected by:
• an economic recession, contributing to insolvency, closure, consolidation or rationalisation within our
customer base;
• instability in the financial system, including a material downturn in financial markets, market
disruptions or suspensions;
• increased geopolitical instability; or
• major changes in UK Government structure, for example the disbanding or reorganisation of key
public sector bodies.
Kainos continues to monitor the situation with the war in Iran and the economic extent of any potential
impacts remains uncertain. Kainos do not have any business operations in the region.
Potential impact
People,
Customers,
Markets
These events could reduce our revenue, profit, growth and cash flow, increase costs, disrupt operations,
damage our reputation or lead to financial loss if customers fail to renew their contracts.
Mitigation We aim to build a balanced business, with revenue diversified across:
• Service lines: Digital Services (56%), Workday Services (25%) and Workday Products (19%);
• Sectors: commercial (47%), public sector (35%) and healthcare (18%);
• Regions: UK & Ireland (59%), Americas (32%), Central Europe (8%) and the rest of the world (1%); and
• business models: services (79%), subscriptions (18%), third party and other (3%).
Our resilience is strengthened by our substantial contracted backlog, which typically exceeds 85% of
prior-year revenue and provides short-term protection.
We also conduct regular reviews of risk mitigation activities across each business unit and sector.
These include efforts to strengthen customer relationships, diversify our customer base and pursue
opportunities in new geographic markets.
3. Exchange rate fluctuations
VERY LOW
Description
and trend
NO CHANGE
There is a risk of material detrimental movement in foreign exchange rates.
Potential impact
Markets
This could harm our revenue, profit, growth and cash flow over a sustained period.
Mitigation We have a treasury policy to mitigate currency risk, which we review and approve annually. Further
information on our foreign currency risk management can be found in note 26 to the financial
statements.
63
Kainos Annual Report 2026
4. Partner relationships
VERY LOW
Description
and trend
NO CHANGE
Our relationship with Workday Inc is key to our Workday Products and Workday Services divisions.
We also have important relationships with other partners, notably 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.
Our key partnerships remain strong and there has been no change to the level of risk.
Potential impact
Customers,
Markets
A deterioration in strategic partner relationships could result in us losing access to essential intellectual
property or services, which could impact partner-influenced sales. This could reduce revenue, profit and
cash flow in the short term and damage our reputation, customer relationships and market confidence
in us.
Mitigation We have contracts with our main partners, including Workday, Microsoft and AWS, and a Strategic
Alliances team to establish and manage relationships with all key partners. Our partner managers have
regular contact with key partners.
In the last two years we have strengthened our relationship with Workday through our Built on Workday
partnership, and with Microsoft through our Microsoft AI Centre of Excellence. We are also part of the
AWS Managed Service Provider programme, ensuring that delivery of projects built on AWS meets
Amazon’s own high standards for security and quality delivery.
5. Increasing complexity of global data protection laws
VERY LOW
Description
and trend
NO CHANGE
We need to comply with legal, regulatory and contractual information security and data privacy
requirements. In Europe, GDPR requires robust controls to prevent unauthorised access to personal data.
Other jurisdictions have similar measures and as we expand into new regions, we must understand and
adhere to them.
While the global regulatory landscape continues to evolve, this risk remains stable, with no material
new data protection regulations or legislation coming into force during the period. We remain aware
of, and actively monitor, upcoming and evolving legislation that may impact our business, including
developments in cyber security, digital resilience and artificial intelligence regulation in the UK and
internationally. We will continue to assess the potential implications of such developments and adapt our
controls, governance and operating practices as required.
Potential impact
People,
Customers,
Markets
Non-compliance could expose us to liability and financial penalties, reduce short-term profit and cash
flow, and damage our customer relationships and market credibility.
Mitigation We review how these regulations and legislation affect us and our customers, which in turn influences
our internal controls and processes and the design of products, solutions and working practices. Specific
data privacy controls or conditions are included, where relevant, in our customer or supplier contracts.
We make staff aware of the potential impact of changing regulations and provide company-wide
mandatory annual training. Our activities to comply with GDPR include, but are not limited to:
• staff education on data privacy;
• Data Privacy Impact Assessments (qualification screening at a minimum) and data mapping (Record
of Processing) for all areas where Kainos acts as data controller;
• customer consent through legitimate-interest terms and conditions;
• retention controls; and
• ensuring personal rights are respected, such as the right to be forgotten, right to amend, right to view/
disclosure.
As we enter new regions, we review relevant privacy laws. For example, we subscribe to the revised US
Data Privacy Framework and Transfer Risk Assessments for relevant countries.
We also implement effective initial controls at the project level. We have a Data Protection Steering body,
which meets monthly to ensure that the data privacy mandate is prioritised, planned and governed
accordingly.
Kainos Annual Report 2026
64
Strategic Report
Risk Factors and Uncertainties continued
7. Non-compliance with laws and regulations
VERY LOW
Description
and trend
NO CHANGE
We must comply with a growing number of increasingly complex laws and regulations. Customers are
also facing increasing regulatory requirements across areas such as artificial intelligence, cyber security,
data protection and operational resilience, and we must design our products and services to comply with
applicable laws and regulations, even where we are not directly within scope.
While the regulatory landscape continues to evolve, there were no material new laws or regulations
coming into force during the period that changed our compliance obligations, and the overall level of risk
has therefore remained broadly unchanged over the last 12 months. We remain aware of, and actively
monitor, upcoming regulatory developments that may impact our business and our customers, and we
will adapt our controls, governance and operating practices as required.
Potential impact
People,
Customers,
Markets
Non-compliance could expose us to liability and/or fines, reduce short-term profit and cash flow and
cause reputational damage.
Mitigation Our Finance and Legal teams review draft and current regulatory and legislative requirements, such as
emerging AI legislation, and provide an impact assessment for our products and services.
We monitor our internal processes and systems to ensure compliance with applicable laws and
regulations.
We have processes designed to ensure awareness of regulatory requirements and that the relevant
information is appropriately disseminated. We have policies and mandatory training in relation to
bribery and corruption. More details can be found in the Business Ethics section of this report.
6. Long-term climate change and sustainability
VERY LOW
Description
and trend
NO CHANGE
Investors and other stakeholders are increasingly focused on sustainability and climate action. We face a
reputational risk if we decide not to act or act too slowly.
This risk has remained unchanged over the last 12 months. The government has recently published final
versions of the UK Sustainability Reporting Standards (UK SRS1 and UK SRS 2). Adopting these standards
is currently voluntary and we are already well prepared for the sustainability and carbon reporting
requirements, due to our compliance with TCFD.
Potential impact
People,
Customers,
Markets
A slow response to our climate responsibilities could lead to fines for non-compliance and potential
reputational damage. Reputational damage may encourage colleagues to leave Kainos or deter
applicants from joining us. It may also deter customers from appointing us to projects and investors
owning our shares.
Mitigation We have robust reduction plans in place, aligned to our net zero targets. Further details can be found in
the Our Environmental, Social and Governance (ESG) Commitments section.
65
Kainos Annual Report 2026
8. Unsafe use of AI
HIGH
Description
and trend
INCREASING
Using AI technology without appropriate safeguards or ethical considerations could lead to the
mishandling of sensitive data, privacy violations and reputational damage through bias, discrimination
or use of technology which does not consider ethical concerns.
AI is advancing rapidly and we are increasingly using it to benefit our customers and enhance our own
efficiency. We also have some customers who are unable or reluctant to use AI tools, for example due to
security, privacy or regulatory concerns. While our use of AI is growing, we consider that the risk is stable,
due to our continued strengthening of our governance in this area.
Potential impact
People,
Customers
Unsafe use of AI could lead to financial penalties, for example due to non-adherence to data privacy
regulations such as GDPR, or instances of copyright infringement. Publishing unverified and/or biased
content generated by AI models or failing to deliver AI projects with established governance standards
could damage our reputation.
Conversely, reluctance to embrace AI technology may adversely affect our competitive position, due to
missed opportunities and an inability to benefit from the efficiencies that AI technology can offer.
Mitigation We continue to strengthen our governance of AI, to ensure we and our customers can adopt it safely and
responsibly.
Our Chief AI Officer leads the strategy and execution of safe AI practices, supported by our Head of AI
Security and Head of AI Ethics and Governance. We have rolled out AI safety and security mandatory
training for all employees, with completion metrics actively monitored by the senior management team.
The AI Governance Committee monitors the evolving regulatory landscape and designs and implements
controls to ensure we comply with relevant legislation and regulations. The Committee regularly reviews
projects with higher AI-related risks and ensures we are effectively mitigating them. It also considers
whether customer projects align to our culture and values, and turns down projects if necessary.
Our Digital Services business has a Responsible AI team, which provides expertise in AI-related risks and
supports customers so they can adopt AI safely. We are growing this team and expect to double its size
in the coming months.
9. Increasing customer demands in a competitive skills market
VERY LOW
Description
and trend
DECREASING
Demand for skills in areas such as business development, low code, data and AI, cyber security and
application development may create challenges when recruiting new people and retaining our current
skilled employees.
This risk has continued to decrease, due to the actions we have taken to ensure we have the capacity
and capability we need to succeed.
Potential impact
People,
Customers,
Markets
This could limit our ability to deliver solutions to customers, exposing us to liability, reducing short-term
profit and cash flow, and harming our reputation, customer relationships, and staff morale.
Mitigation In FY26, we have been heavily focused on succession planning and talent management, to ensure we
have the capacity and capabilities we need. This has included proactively moving talent across the
organisation to fill gaps and support development, as well as recruiting experienced people in key areas,
such as our Workday Products business.
We have established ourselves as an employer of choice in our key locations by strengthening our
Recruitment team, streamlining hiring processes, and promoting our employer brand. We continue
to focus on employee engagement through competitive benefits, career development, and regular
feedback, contributing to high retention.
We also continue to act on feedback from our people to further improve their experience of working for
us. For example, we have launched flexible benefits in the UK and will be rolling this out to other locations.
Kainos Annual Report 2026
66
In line with Provision 31 of the UK Corporate
Governance Code, the Directors have
assessed the Group’s viability over a
three-year period ending 31 March
2029. This assessment considered our
current financial position, past and
projected financial performance, our
business model and strategy, and
principal risks and uncertainties.
The assessment period
The Directors consider that the three-
year timeframe remains appropriate,
as it aligns with our strategic planning
timeline, is sufficient to assess the rate
of change in our three divisions, and is
consistent with the nature and investment
cycle of a technology business.
Assessment of viability
In performing the assessment, the Directors
considered our long-term strategy and
focus, the demand for our products and
services, the increasing level of recurring
revenue and low customer attrition, the
track record of strong cash generation and
the healthy cash balance, with no debt.
The Directors also considered the risks of
regional and political changes in our main
markets on each of our business areas.
Additionally, the review included sensitivity
analysis modelling the impact of severe,
yet plausible scenarios associated with
the Group’s principal and emerging risks,
which could have the most significant
impact on viability over the three-year
period, as outlined in the table below.
In all scenarios modelled, the Group remains
profitable with a positive cash balance.
The sensitivity analysis did not include
any mitigating actions. However, we have
a relatively low fixed-cost base, which
enables us to respond quickly to adverse
economic conditions when required, further
supported by our strong cash position, low
capital commitments and no borrowings.
Conclusions
Based on this assessment, the Directors
have a reasonable expectation that even
if these risks materialise, the Group will be
able to continue in operation and meet its
liabilities as they fall due over the three-year
period of their assessment. We recognise
that such assessments are subject to a
level of uncertainty that increases with
time and that future outcomes cannot be
guaranteed or predicted with certainty.
The Strategic Report was approved by
the Board and signed on its behalf by:
Brendan Mooney
Chief Executive Officer
15 May 2026
VIABILITY
STATEMENT
Risk No. Principal or Emerging Risk Scenario Assumptions Applied
1
Cyber and information
security
A cyber attack results in significant remediation
costs, regulatory fines and lower revenue due to
reputational damage.
2
Global macroeconomic
events
Geopolitical events lead to an economic
recession and decreased demand from our
customers.
4
Partner relationships Deterioration in a strategic partner relationship
reduces our revenue.
Strategic Report
67
Kainos Annual Report 2026
CORPORATE
GOVERNANCE
CONTENTS
68 Chair’s introduction to governance
70 Key Board discussions and activities
76 Directors’ biographies
78 Corporate Governance Report
81 Nominations Committee Report
85 Audit & Risk Committee Report
89 Directors’ Remuneration Report
99 Annual Report on Remuneration
108 Directors’ Report
Corporate Governance
Kainos Annual Report 2026
68
FY26 has been a year of strong progress
and we feel a new sense of energy, pace
and agility across the Group, following the
tone set by the Executive team. This is
reflected in this year’s financial
performance, our contracted backlog and
the pipeline of opportunities, all of which
make us optimistic about the year ahead.
We are also seeing the initial benefits of our
intensive focus on succession planning,
development, coaching and mentoring. We
have significantly increased our bench
strength in key Group and divisional roles,
reinvigorating our teams in Digital Services
and Workday Services and conducting a
global search for the right talent to lead
Workday Products. Kainos is becoming a
more mature and outward-looking
organisation, without compromising on
bringing through our own talent to be our
future leaders.
The Board’s key activities and
focus areas
The Board’s key decisions in the year were to
approve the acquisition of Davis Pier, two
share buyback programmes and Shruthi
Chindalur’s appointment as a Non-
Executive Director. Further details are
provided in the Board’s key activities and
focus areas on pages 70 to 75.
Challenging, approving and monitoring the
Group’s strategy are among our most-
important duties. We look to test the
underlying assumptions and ensure the
strategy aligns with our purpose and values.
Last year’s Board evaluation showed we
wanted to spend more time on strategy and
every Board meeting therefore devotes a
session to the Group’s future development.
This year’s Board strategy workshop
focused on the growth opportunity in
Workday Products. We thoroughly
challenged ourselves on the strategy for that
business, with several members of the
division’s external advisory board coming in
to share their views. We concluded that the
strategy was right, supporting our decision
to accelerate the division’s succession
planning. The Executive team also held a
week-long deep-dive on Group strategy and
their output will come to the Board in a
working session this summer.
Cyber security and AI have been a major
focus across Kainos and the Board took part
in cyber security training this year. We also
received ESG-related training and we will
continue our learning and development as
we move forward, reflecting our aim to be
the highest-performing Board we can.
This aim includes how the Board
Committees function and ensuring we add
the right level of value. Each Committee has
set formal objectives for the year ahead,
with measurable goals, due dates and
owners. This will allow us to track and
evaluate each Committee’s performance
and support us with appropriately
challenging the Executive team.
Board composition
Following the Board changes in FY25, one of
our actions for this year was to appoint
another Non-Executive Director. We were
delighted that Shruthi Chindalur joined us in
September 2025 and her industry
background and recent executive
experience have filled the gaps we had
identified in our Board skills matrix.
In April 2026, Katie Davis informed us that
she would be stepping down as a Non-
Executive Director following the AGM on
22 September 2026. Katie will have been on
the Board for nearly seven years, including
six years as Chair of the Remuneration
Committee, and we are immensely grateful
for her contribution during that time.
As the industry is rapidly evolving, we
regularly review the skills matrix to see if any
new gaps are appearing. The current Board
is well balanced with a broad skillset and in
addition to recruiting a successor for Katie,
we may consider adding a further Non-
Executive Director in time. Experience in
digital, international business and larger
FTSE companies may be beneficial.
CHAIR’S INTRODUCTION
TO GOVERNANCE
Corporate Governance
69
Kainos Annual Report 2026
Culture
The Group’s culture is a source of advantage
and the Board pays close attention to it.
While the core aspects of our culture are
unwavering, such as the importance of
excellent customer service and treating
people the right way, we also recognise the
need to continue to shape our culture so it
helps us achieve our objectives. The renewed
sense of energy and pace I noted above is an
example of such a cultural shift. Having an
appropriate level of curiosity is also critical
in the current environment, as we leverage
AI for our customers and embed it in
everything we do.
In addition to the culture-related metrics we
monitor (see Board oversight of culture) our
schedule includes regular presentations
from colleagues. In FY26, these have come
from a much wider community of people
across the Group, giving us access to the
broader talent in Kainos and benefiting the
teams as well.
We also hold Board meetings in different
offices, giving us a chance to meet the local
leadership and colleagues below senior
management, often in a more informal
setting. In FY26, we visited our locations in
Birmingham, Belfast and London. These
interactions give us a direct insight into our
people’s experience of working in Kainos.
The Remuneration Committee and the
Board also spent time considering rewards
below Executive Director level, including the
right structure for bonus schemes. These
have a direct impact on culture, through the
activities and outcomes we incentivise.
Statement of compliance with the UK
Corporate Governance Code
We apply the 2024 UK Corporate
Governance Code (the Code), which is
available at www.frc.org.uk. Throughout
FY26, the Company complied with all of the
Code’s provisions, with the following
exceptions:
• Provision 24 requires a company’s audit
committee to comprise at least three
independent Non-Executive Directors.
Between 1 April 2025 and 24 September
2025, the Audit & Risk Committee had two
members. This followed changes to Board
membership in 2024, with the Committee’s
former Chair retiring from the Board and
the requirement for me to step down
from the Committee on my appointment
as Chair of the Company. With Shruthi
Chindalur joining the Committee from
24 September 2025, we returned to
compliance with Provision 24.
• Provision 20 states that companies
should generally use open advertising
or an external search consultancy for
appointing a Non-Executive Director. For
Shruthi’s appointment, the Nominations
Committee considered the options for
the recruitment process and concluded
that a targeted search led by the Group’s
internal talent acquisition team was
the most appropriate option. Given the
requirement for a Non-Executive Director
with deep technology and software sector
experience, the Committee was satisfied
that the Group’s internal expertise
enabled a rigorous, objective and effective
process, while maintaining focus on
diversity and the overall balance and
composition of the Board.
The Board’s priorities
In FY27, we will concentrate on:
• supporting management with driving
profitability, in addition to top-line growth;
• succession planning and further
strengthening our skills at a senior level;
and
• continued progress with international
expansion, including maximising the
opportunity presented by Davis Pier.
Rosaleen Blair
Chair
15 May 2026
Kainos Annual Report 2026
70
KEY BOARD DISCUSSIONS
AND ACTIVITIES
Corporate Governance
The table below sets out the key matters the Board discussed during the year.
Strategy and future development
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
The Group’s
strategic
priorities, in
particular
achieving the
growth
potential in
Workday
Products
Annual strategy workshop
covered:
• The Group’s strategic
priorities, including
the long-term growth
potential of Workday
Products.
• Performance and outlook
across the Group’s
divisions and sectors.
• Developments in the
market and technology
landscape, including
the role of emerging
technologies such as AI.
• Portfolio focus and
investment priorities
to support sustainable
growth.
• Leadership and
organisational capability
required to support the
next phase of growth.
The Board concluded that
the Group strategy
remained appropriate and
was being effectively
implemented.
The Board supported
management’s proposals to
add to the senior leadership
in Workday Products,
including recruiting a CEO
for the division.
E
CU
SH
a
b
c
Updates and
discussions of
strategy and
performance
in individual
sectors and
divisions,
including:
• Workday
Products:
Built on
Workday
12-month
update and
use of AI
• Workday
Services:
EMEA and
the Americas
• Digital
Services:
across all
sectors
• Performance against
strategic objectives in
each sector and division.
• Market conditions
and the competitive
landscape, including
demand trends, pricing
pressures and customer
behaviour.
• Progress against key
growth initiatives,
including product
development,
international expansion
and use of AI.
• Risks and opportunities
specific to each sector
and geography.
The Board reviewed
performance and market
conditions across the
sectors and divisions and
provided direction on
priority growth areas.
E
CU
SH
b
c
71
Kainos Annual Report 2026
Strategy and future development continued
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
Acquisition
of Davis
Pierrynowski
Ltd
The Board reviewed the merits of the
proposed transaction, including:
• alignment to the Group’s international
growth strategy
• the business’s skills and capabilities, and
the fit with Kainos’ existing business in
Canada
• the strength of the existing relationship
with Davis Pier
• Davis Pier’s financial performance and
growth prospects
• Davis Pier’s cultural fit with Kainos
• the valuation and transaction structure
The Board concluded that Davis Pier was
a strong fit with Kainos and approved the
acquisition, which was announced on
19 September 2025.
E
CU
SH
a
b
c
Update on the
Microsoft
Centre of
Excellence
The Board reviewed progress of the
Microsoft AI Centre of Excellence, including
its role in supporting the Group’s strategy
through closer alignment with Microsoft,
driving AI-focused innovation and
contributing to pipeline development.
The Board noted positive momentum and
supported the continued focus of the Centre
of Excellence in accelerating growth
through the Group’s Microsoft partnership.
CU
Performance and financial matters
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
Operational
and financial
performance,
at both Group
and divisional
level
Reports from management on revenue,
margin and cash flow performance.
Performance against budget and market
expectations, the reasons for any variances
and any actions management proposed.
Forecasts for each division for FY26.
The Board approved:
• the full-year results for FY25 and the
half-year results for FY26.
• trading updates in April and September
2025.
E
SH
b
c
Annual budget
and the
three-year
forecast
The resources required and in place to
achieve budget objectives.
The key drivers of revenue and margin
performance in the budget period.
The macroeconomic backdrop.
Government policy.
The Board approved the annual budget.
E
CU
SH
b
c
Kainos Annual Report 2026
72
Corporate Governance
Key Board discussions and activities continued
Performance and financial matters continued
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
Share buyback
programmes
The impact on balance sheet strength and
the Group’s ability to maintain confidence
among stakeholders, including employees
and customers.
The ability to continue to invest in the
business, both organically and through
acquisitions.
The impact on the Group’s financial
performance, including earnings per share.
Shareholder and adviser views on the
attractiveness of a return of capital.
The Board approved:
• a share buyback programme of up to
£30.0 million, announced in May 2025.
• the renewal of the share buyback
programme in November 2025, to
repurchase up to a further £30.0 million
of the Company’s shares.
SH
a
f
Interim and
final dividend
payments
The dividend policy and its continued
appropriateness.
The Group’s earnings and cash flow
performance.
Shareholder views about the importance of
the dividend.
The Board:
• proposed a final dividend for FY25 of
19.1p per share, which was approved by
shareholders at the 2025 AGM.
• approved the interim dividend for FY26 of
9.8p per share.
SH
a
Progress with
constructing
the Bankmore
building in
Belfast.
Progress against the construction
programme, governance and independent
oversight arrangements and the
importance of the development in
supporting employees and the Group’s
long-term presence in Belfast.
The Board noted progress on the
development, confirmed that appropriate
governance and oversight arrangements
were in place and continued to receive
regular updates.
E
a
b
d
73
Kainos Annual Report 2026
People and culture
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
Appointment
of a new
Non-Executive
Director
See the Nominations Committee report on
page 81 for further information.
Key decision: The Board approved the
appointment of Shruthi Chindalur, with
effect from 24 September 2025.
SH
a
b
Succession
planning
See the Nominations Committee report on
page 82 for further information.
The Board considered succession plans for
key leadership roles and confirmed that
appropriate plans and development actions
were in place to support the Group’s
long-term strategy.
E
SH
a
b
Executive
search for a
CEO for the
Workday
Products
division
See the Nominations Committee report on
page 82 for further information.
The Board considered and supported the
approach to the executive search for a CEO
for the Workday Products division,
confirming that it was aligned with the
Group’s long-term strategy.
E
SH
a
b
Deep-dive on
bonuses
A deep dive on bonus arrangements for
employees below Executive Director level,
including alignment with the Group’s
strategy, values driving the right behaviours
and differentiating high performance.
The Board supported the proposed
improvements to bonus schemes for
employees below Executive Director level, as
described in the Remuneration Committee
report on page 89.
E
a
b
Approval of
Health &
Safety Policy
An update on the Group’s global Health &
Safety policies, including revisions to ensure
consistency across locations, regulatory
compliance and alignment with the Group’s
operational footprint.
The Board approved the updated global
Health & Safety policies, including new
regionally specific policies, and authorised
their implementation.
E
b
e
Approval of
Modern
Slavery
Statement
The annual Modern Slavery Statement,
prepared in accordance with section 54 of
the Modern Slavery Act 2015, setting out the
steps taken by the Group to prevent modern
slavery and human trafficking in its
business and supply chains.
The Board approved the statement, which
was published on the Company’s website in
September 2025.
E
b
e
Sustainability
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
ESG update An update on the Group’s ESG priorities and
progress, including climate-related matters,
regulatory developments and how ESG and
social value activities support the Group’s
strategy and long-term value for customers.
The Board noted the update and confirmed
that governance and oversight
arrangements, including ongoing Director
training on climate-related matters, were in
place to support the Group’s long-term
sustainability.
E
CO
a
b
d
e
Kainos Annual Report 2026
74
Corporate Governance
Key Board discussions and activities continued
Risk management and internal control (via the Audit & Risk Committee)
Topic What the Board considered Outcomes or decisions
Stakeholders and
s172 matters
considered
Review of
principal risks.
The Board, via the Audit & Risk Committee,
reviewed the principal risks facing the
Group, including updates to the Enterprise
Risk Register and changes in the Group’s
risk profile. Particular focus was given to
cyber security risk, the safe use of AI,
internal controls readiness and the impact
of the Group’s growth, including increased
scale and complexity of operations.
The Board agreed the principal risks facing
the business and the mitigating actions in
place, and confirmed that appropriate
oversight and escalation arrangements
were operating effectively.
E
CU
SH
b
d
e
f
Cyber and
information
security
Reports on the Group’s cyber security
posture, including the external threat
environment, trends in security incidents,
compliance with the NCSC Cyber
Government Code of Practice and progress
against agreed remediation actions. The
Board also considered supply chain and
contractor-related risks, cyber resilience
testing and the adequacy of training and
governance arrangements.
The Board supported the continued
prioritisation of cyber security as a key risk
area, endorsed the actions being taken to
strengthen controls and resilience, and
agreed to ongoing enhanced Board-level
oversight of cyber security.
E
CU
a
c
e
Internal audit
reports
Reports on internal audit activity
undertaken during the year, including
reviews of key finance processes and cyber
security controls, the findings and
recommendations arising from those
reviews and progress against agreed
actions. The Board also considered the
development of the Group’s internal
controls framework in preparation for future
effectiveness attestation requirements.
The Board noted the findings of internal
audit activity, supported the remediation
actions in progress and reinforced the
importance of timely implementation of
agreed recommendations to strengthen the
Group’s control environment.
SH
a
e
Update on
legal and
compliance
matters
Updates on key legal and compliance
matters affecting the Group, including
regulatory developments, data protection
and cyber-related considerations,
developments relating to the use of AI,
corporate governance matters and the
Group’s insurance arrangements.
The Board noted the update and confirmed
that appropriate frameworks and oversight
were in place to manage legal and
compliance risks across the Group.
SH
e
75
Kainos Annual Report 2026
Key to stakeholders and section 172 matters considered
Stakeholders
E
Employees
CU
Customers
CO
Communities
SH
Shareholders
Section 172 matters
a
Long-term consequences of decisions
b
Interests of employees
c
Business relationships with clients, suppliers and others
d
Impact on the community and environment
e
Reputation for high standards of business conduct
f
Acting fairly between members of the Company
Kainos Annual Report 2026
76
DIRECTORS’
BIOGRAPHIES
Nominations Committee
Audit & Risk Committee
Remuneration Committee
Chair of the Committee
Key
Corporate Governance
Brendan Mooney
Chief Executive Officer
(CEO)
Brendan joined Kainos in
1989 as a trainee software
engineer before moving
into several technical and
commercial roles in Dublin,
London and the US.
He was first appointed CEO
of Kainos in 2001 and led
Kainos through a successful
IPO in 2015, helping to turn
Kainos into an international
business and one of the
UK’s leading IT providers.
Brendan stepped down as
CEO in September 2023
after 22 years in the role
and was reappointed as
CEO in December 2024.
In addition to his role
at Kainos, Brendan has
previously served as a
Non-Executive Director
on several private
technology companies, at
the Probation Service for
Northern Ireland and as a
Lay Magistrate. Brendan
has received both an
Honorary Doctor of Science
(DSc) and an Honorary
Doctor of Economics
(DSc Econ), in recognition
of Kainos’ contribution
to the economy.
Rosaleen Blair
Chair
Rosaleen is the founder
and Chair of AMS, a
leading global provider
of talent outsourcing and
consulting services. She
founded the company in
1996 with the ambition
of transforming the way
blue-chip multinationals
attract, engage, and retain
top talent. Rosaleen was
CEO of AMS for 23 years,
leading the business from
a start-up to a global
business with over 15,000
colleagues operating
in over 80 countries.
Rosaleen is an investor
and mentor to several
entrepreneurs and growth
businesses. She is a Non-
Executive Director of BGF
and Board member of
Endeavor Ireland. Rosaleen
is involved in several
not-for-profit initiatives,
notably serving as Chair of
the London Irish Centre.
Rosaleen has been
recognised with several
awards including Veuve
Clicquot Businesswoman
of the Year (2007) and EY
London Entrepreneur of
the Year (2006). In the 2017
New Year’s Honours list
she was awarded a CBE
for services to business.
Rosaleen was appointed
Chair on 24 September
2024, having joined the
Board on 1 January
2021. She is Chair of the
Nominations Committee
and a member of the
Remuneration Committee.
77
Kainos Annual Report 2026
Richard McCann
Chief Financial Officer
(CFO)
Richard is a Fellow of the
Institute of Chartered
Accountants in Ireland
and trained with Coopers
& Lybrand, before moving
into industry with Galen
Holdings plc. He joined
Galen as financial controller
of a start-up subsidiary in
the US and subsequently
became Senior Vice
President in charge
of Corporate Finance,
with responsibility for
acquisitions and investor
relations. He was Managing
Director of two subsidiaries
in the Almac Group,
including a US subsidiary
that provides software
development services for
pharmaceutical companies.
Richard joined the Kainos
Board in 2011 as Chief
Financial Officer.
Katie Davis
Independent
Non-Executive Director
Katie 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. She holds a BS in
Electrical Engineering from
the University of Illinois
at Champaign/Urbana.
Until March 2026, she
served as an Independent
Non-Executive Director at
leading pensions software
specialist Heywood
Pension Technologies.
Katie was appointed
to the Board on 28
November 2019. She is
Chair of the Remuneration
Committee and a member
of the Audit & Risk and
Nominations Committees.
James Kidd
Independent
Non-Executive Director
James is a Chartered
Accountant. He joined
AVEVA in 2004 and held
several senior finance roles
before being appointed
CFO in 2011. He was Chief
Executive Officer from
January 2017 to February
2018, leading the merger
with the Schneider Electric
industrial software business
before being appointed
Deputy CEO and Chief
Financial Officer of the
enlarged AVEVA Group.
James stepped down
from AVEVA in March
2023. During his time on
the board, AVEVA grew to
over 6,500 people globally,
with revenue of £1.2 billion.
Prior to joining AVEVA,
James worked for Arthur
Andersen and Deloitte,
serving technology clients
in both transactional and
audit engagements.
James was appointed to
the Board on 1 October
2023. He is the Senior
Independent Director (SID),
Chair of the Audit & Risk
Committee and a member
of the Nominations and
Remuneration Committees.
Shruthi Chindalur
Independent
Non-Executive Director
Shruthi has 25 years’
experience in technology,
SaaS and advertising
technology. She has
previously held senior
commercial and operational
roles at Oracle, LinkedIn
and Criteo, covering various
global markets and sectors.
She recently held a Non-
Executive Director role for
four years at The Access
Group, a leading provider
of business management
software to small and
mid-sized organisations
globally. She is currently a
Non-Executive Director at
Bytes Technology Group plc,
one of the UK and Ireland’s
leading providers of AI,
cloud and security solutions
and Pinewood Technologies
Group plc, an AI-based
automotive intelligence
platform company.
Shruthi was appointed
to the Kainos Board on
24 September 2025. She
is a member of the Audit
& Risk, Nominations and
Remuneration Committees.
Kainos Annual Report 2026
78
Corporate Governance
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.
Board leadership
The Board’s role is to promote Kainos’
long-term success and create value for its
stakeholders. It is responsible for the
Company’s overall governance and sets the
Group’s strategic direction, while delegating
the day-to-day management of the business
to the Executive Directors.
The Board has a formal Schedule of Matters
Reserved for its decision, which defines the
matters that are reserved for the Board and
supports clear accountability between the
Board and management. These matters
include, among others:
• approving the Group’s strategic aims and
objectives;
• setting the Group’s values and standards;
• adopting budgets or business plans;
• decisions on acquisitions, disposals and
material financial commitments;
• setting the dividend policy and declaring
dividend payments;
• approving changes to the capital structure,
including shares issues and buybacks;
• approving the Annual Report and full year
and interim results announcements;
• approving circulars, listing particulars and
resolutions; and
• releasing inside information.
Division of responsibilities
We have a written policy, available on the
‘Investor Relations’ section of our website,
setting out the division of responsibilities
between the Chair, CEO and Senior
Independent Director (SID), so their roles
complement each other. In summary:
• As Chair, Rosaleen Blair is principally
responsible for leading the Board,
promoting constructive debate among the
Directors, facilitating communication with
shareholders and overseeing strategy.
• As CEO, Brendan Mooney is responsible for
all aspects of our operations. He leads and
develops our strategic plans and identifies
risk factors.
• As SID, James Kidd provides a sounding
board for the Chair and acts as an
intermediary for the other Directors
and shareholders.
Board Committees
The Board’s principal committees are the
Audit & Risk, Nominations and Remuneration
Committees. Their terms of reference can be
found in the Investor Relations section of our
website.
In addition, the Disclosure Committee
supports the Group and the Board in
identifying, assessing, and controlling
potentially sensitive information, ensuring
compliance with market reporting
obligations. Its members include the Chair,
CEO, CFO, SID and the Chief Legal Officer.
Board and Committee meeting
attendance
The Directors’ attendance at Board
and Committee meetings is shown below.
Shruthi Chindalur joined the Board and the
Committees on 24 September 2025, and the
table shows the number of meetings she was
eligible to attend.
CORPORATE
GOVERNANCE
REPORT
Board
Audit & Risk
Committee
Remuneration
Committee
Nominations
Committee
Rosaleen Blair 13/13 – 5/5 6/6
Brendan Mooney 13/13–––
Richard McCann 13/13–––
Katie Davis 13/13 3/3 5/5 6/6
James Kidd 13/13 3/3 5/5 6/6
Shruthi Chindalur 7/7 2/2 3/3 3/3
79
Kainos Annual Report 2026
In addition, the Chair holds two scheduled meetings with the
Non-Executive Directors each year, without the Executive
Directors present. These meetings provide space for
confidential discussions, independent oversight and
strategic reflection, and took place following the full Board
meetings in August and November 2025.
The Non-Executive Directors also meet without the Chair or
the Executive Directors. This allows them to appraise the
Chair’s performance, in line with Provision 12 of the Code.
In FY26, this meeting took place following the November
2025 Board meeting.
To ensure that Directors are fully briefed, a Board pack
containing comprehensive Board and Committee papers is
uploaded to a secure Board intranet site, approximately one
week prior to scheduled meetings. The Directors have access
to the Company Secretary’s advice and services. They can
also obtain independent legal advice at the Company’s
expense, if needed to carry out their duties.
Board independence
The Board meets the Code requirement that at least half the
Board, excluding the Chair, should be NEDs whom the Board
considers to be independent.
We carry out due diligence on each NED’s independence
before they join the Board and when we invite incumbent
NEDs to serve for another term. The Board confirms that
Katie Davis, James Kidd and Shruthi Chindalur are
independent in character and judgement and that Rosaleen
Blair was independent on her appointment as Chair.
Stakeholder engagement
The Group’s long-term success depends on understanding
the views and needs of its stakeholders. The Board welcomes
interaction with all stakeholders and directly engages with
shareholders and employees each year. The Board is always
available to other stakeholders, including customers and
communities, as an alternative to meetings with the
Executive Directors.
Full details of our stakeholder engagement, including how
the Directors are kept informed when they have not directly
engaged with stakeholders, are set out in the Governance:
Our stakeholders section on page 48.
Shareholder engagement
The Executive Directors are primarily responsible for
shareholder engagement, supported by the Corporate team.
Our CEO and CFO meet analysts and institutional
shareholders throughout the year, with detailed updates
following our interim and full year results. The Board receives
regular feedback from these meetings, as well as formal
feedback obtained by our PR and financial advisors.
In accordance with Code Provision 3, the Chair engages with
shareholders on topics raised, addressing enquiries, setting
out our position and offering to discuss further where
required. In addition, the Chair and all of the Board are
available to meet with shareholders at the Group’s AGM.
Workforce engagement
Continued dialogue between the Board and our workforce is
an important part of our people approach. The Nominations
Committee reviews our workforce engagement mechanisms
annually, to ensure they remain effective.
Workforce engagement during the year was led through our
People Leadership forum. Chaired by the Chief People
Officer, this group meets fortnightly, bringing together senior
people leaders and subject matter experts to discuss people,
culture and engagement matters. These meetings provide a
structured forum for considering feedback from colleagues,
including engagement insights, proposals for change, and
emerging people-related issues and trends.
Where recommendations or proposals have implications
across multiple teams, business areas or regions, they are
escalated to the Business Unit Operations Committee for
discussion and approval. This Committee is chaired by the
Chief Financial Officer, with the Chief Executive Officer and
Executives from each business area in attendance. It
provides oversight of people and workforce matters with
broader organisational impact. Matters of strategic
importance are subsequently reported to or discussed with
the Board, as appropriate.
During the financial year, discussions informed through this
approach included employee flexible benefits, vacation
leave, sickness absence, bonuses and pay transparency, all
of which are central to workforce wellbeing and engagement.
This governance structure ensures that workforce views are
considered in decision-making and that the Board retains
visibility and oversight of significant people and culture
matters, in line with Provision 5 of the Code.
Kainos Annual Report 2026
80
Corporate Governance
Corporate Governance Report continued
Board oversight of culture
Our culture and values are described in the Our
Environmental, Social and Governance (ESG) Commitments
section on page 30.
The Board plays a pivotal role in shaping and overseeing our
culture, through its decisions, leadership and ongoing
engagement. In addition to its interactions with the Executive
team, senior leaders and colleagues, as described in the
Chair’s introduction, the Board has several mechanisms to
help nurture and oversee Kainos’ unique culture.
Each month, the Board reviews a broad range of people and
culture metrics, including:
• Peakon (employee voice) results for engagement, wellbeing
and D&I;
• Glassdoor results;
• retention rates;
• total headcount, the number of job applications received
and hires made at both junior and senior levels;
• training days and investment in training;
• the number of promotions; and
• gender parity.
We use the Peakon survey and Glassdoor data to identify our
‘People Promise’ projects, which are designed to imbue a
culture of continuous learning and improvement of our
people experience. This data is used as part of the periodic
Board presentations by our Chief People Officer.
Our global Diversity and Inclusion Group reports quarterly
to our leadership teams and every six months to the
Nominations Committee. It helps to create a workplace that
reflects and contributes to the diverse global communities in
which Kainos operates, informing our D&I plan and gender
pay gap approach, ensuring our policies, processes and
behaviours are inclusive and that our people are educated.
See the Social: Our people section on page 40 for
more information.
Reward and remuneration play a crucial role in shaping
culture, as they influence employee engagement and
retention. Our remuneration strategy is supported by the
Remuneration Steering Committee, which reports the
findings of its meetings to the full Board and helps us take
a strategic approach to workforce remuneration. Building
on Peakon feedback from our staff, we introduced a flexible
benefits package for colleagues in the UK during FY26, which
will be rolled out to other countries in FY27.
This work has enabled the Board to conclude that the
Group’s policies, practices and behaviours remain aligned
to its purpose, values and strategy.
81
Kainos Annual Report 2026
Corporate Governance
Dear fellow shareholders,
I am pleased to present the Nominations
Committee Report for the year ended
31 March 2026.
The Committee plays a vital role in ensuring
that the Board has the right balance of skills,
experience and perspectives to support the
Company’s long-term success.
Committee membership and meetings
Katie Davis, James Kidd and I were
Committee members throughout the year.
On 24 September 2025, Shruthi Chindalur
joined the Board and the Committee. The
Committee therefore complies with the
composition requirements in Provision 17
of the Code.
The Committee met six times during the
year. Attendance at our meetings is set out
in the Corporate Governance Report on
page 78. The CEO and Chief People Officer
attend by invitation and the Company
Secretary is secretary to the Committee.
Responsibilities
Our main responsibilities are reflected
in the key activities described in the
following sections. More detail can be
found in the Committee’s terms of
reference, which are available at
www.kainos.com/investor-relations.
Matters considered during the year
Non-Executive Director appointment
In my report to you last year, I noted that we
were searching for a further Non-Executive
Director, following the retirements of
Tom Burnet and Andy Malpass in FY25.
As discussed in my introduction to the
Corporate Governance Report on page 68,
we announced Shruthi Chindalur’s
appointment on 17 July 2025 and she
joined the Board and its Committees
on 24 September 2025.
This was the culmination of an extensive
search for a candidate with deep digital
experience and leadership skills. Shruthi’s
background in software and global markets,
as well as her very recent experience in
executive roles, made her the outstanding
candidate.
The Committee engaged our internal talent
acquisition team to support the recruitment
process, as discussed in my introduction
to the Corporate Governance Report on
page 69.
When joining the Board, Non-Executive
Directors receive a tailored induction.
Shruthi’s induction comprised:
• One-to-one briefings from Executive and
senior Business Unit Management on:
– Group and Business Unit strategies,
including their key markets, customers
and competitive positioning
– The Group’s financial structure,
investment and risk management
processes, and the Group’s auditor
– Company culture, our people,
remuneration and talent strategies, and
succession planning
– Our technology and AI strategy
• Governance and regulatory induction,
including:
– The Board and Committee structure
– Being a PLC – the regulatory
environment
– Director and PDMR duties and
obligations
– Control of sensitive information
• Review of Board Materials, including:
– Recent Board and Committee papers
and minutes
– The latest Annual Report and investor
presentations
– Key policies
COMPOSITION, SUCCESSION
AND EVALUATION
NOMINATIONS COMMITTEE REPORT
Kainos Annual Report 2026
82
Corporate Governance
Nominations Committee Report continued
Succession planning, talent and development
Succession planning and talent development were priorities
for us throughout the year. The Committee leads succession
planning for the Board and Executive levels, considering the
evolving skills and experience we need and our focus on
diversity, retention, training and internal mobility.
All Executive team and other critical roles have a formal
succession plan, containing longer-term succession options
and an emergency successor, to ensure business continuity.
We put development plans in place for potential successors,
to ensure they are ready for the role.
We discussed succession planning at each of our
meetings during the year, looking at successors for the
Executive Directors and key Group and divisional roles,
with a particular focus on the succession plan within our
Workday Products division. For more information, see the
Talent acquisition, development and succession planning
section on page 42 of the Strategic Report.
In addition, we held sessions to assess our senior executives
and considered their training needs. This included greater
use of external training and development opportunities, in
addition to our internal leadership curriculum.
Non-Executive Director successions
The Nominations Committee also plans for rotation of
Non-Executive Directors. As I outlined in my introduction, we
regularly review the Board’s skills matrix to consider which
skills remain critical and to identify any emerging gaps. This
work will inform our recruitment of a Non-Executive Director
to succeed Katie Davis and we will consider further Non-
Executive Director appointments that complement the
Board’s skills and experience.
Board and Executive composition, balance
and diversity
Our Board comprises me as Chair, three further independent
Non-Executive Directors and two Executive Directors. More
information can be found in the Directors’ biographies
section on pages 76 to 77.
Achieving diversity in the technology sector presents
challenges, due to the profile of the available talent pool.
However, we strongly believe that diversity creates a more
inclusive corporate culture, better equips companies to
navigate challenges and supports long-term strategic needs.
We view diversity through a broad lens, to include gender,
ethnicity, nationality, skills, social mobility and experience.
The tables below set out the disclosures required by the
Listing Rules for gender and ethnic diversity. Data is self-
reported by the Board and collected through Workday VIBE
Index
TM
for all other employees.
At 31 March 2026, three (50%) of our six Directors were
women (31 March 2025: 40%) and we had one woman in a
senior Board position, with me as Chair. We therefore comply
with the FCA’s Listing Rule requirements on gender diversity.
Following Shruthi Chindalur’s appointment, we also comply
with the FCA’s Listing Rule requirement on ethnic diversity.
Further information on our D&I strategy, progress and data
collection can be found in the Environmental, Social and
Governance (ESG) Commitments section on page 30.
Gender diversity
Number of
Board members
Percentage
of the Board
Number of senior
Board positions
(CEO, CFO,
SID, Chair)
Number in
executive
management
Percentage of
executive
management
Men 3 50% 3 22 85%
Women 3 50% 1 4 15%
Other –––––
Not specified –––––
Ethnic diversity
Number of
Board members
Percentage
of the Board
Number of senior
Board positions
(CEO, CFO,
SID, Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (including minority-
white groups) 5 83% 4 26 100%
Mixed Multiple Ethnic Groups –––––
Asian/Asian British 1 17%–––
Black/African/Caribbean/ Black British –––––
Other ethnic group including Arab –––––
Not specified/prefer not to say – – – – –
83
Kainos Annual Report 2026
Board evaluation
We held an internal evaluation in January 2026. Our last
externally facilitated evaluation took place in January 2024
and we will therefore commission an external evaluation in
January 2027.
Our Company Secretary led this year’s evaluation, using
a comprehensive questionnaire. Topics covered included:
• Board composition
• Board dynamics
• Board support
• Board Committees
• Focus of meetings
• Strategic oversight
• Risk management and internal controls
• Stakeholder oversight
• Talent and succession planning
• Priorities for change
The Directors completed the questionnaire online, after
which the Company Secretary compiled the results and
presented them to the Board at our January 2026 meeting.
Overall, the survey concluded that the Board is operating
effectively and that each Director continues to perform
effectively and demonstrates commitment to their roles.
Areas of strength include positive relationships between the
Executive and Non-Executive Directors, well-chaired and
effective committees and the recent improvement in
diversity and SaaS experience on the Board. We also
identified the following focus areas for the year ahead:
• streamline Board and Committee collateral and agendas,
to direct greater focus on our strategic priorities;
• set objectives for each Committee, so we can measure
their performance; and
• schedule additional time for dedicated strategic
discussions.
We have identified the Committee objectives for FY27, which
can be found at the end of each Committee report.
The Non-Executive Directors also separately evaluated my
performance as Chair. The SID confirmed that I continued to
perform effectively, as supported by the evaluation results.
Progress with 2024 focus areas
The 2024 Board evaluation identified the following focus
areas, which we have successfully addressed in 2025:
Focus area Actions taken
Recruit an additional
Non-Executive Director
We appointed Shruthi
Chindalur in September 2025.
Progress talent and
succession planning
We made substantial progress
with talent and succession
planning, as described above
and in the People section on
page 42.
Enable the Board to spend
more time on key topics,
including strategy
Each Board meeting includes
a dedicated Strategy and
Future Development session,
which enables the Board to
consider key topics in depth.
The Board also held its annual
strategy session during the
year. See the Chair’s
Introduction on page 68 and
the Board’s key activities and
discussions section on pages
70 to 75 for further information.
Directors’ training
As noted above and in my introduction on page 68, we
intend to increase the Directors’ formal training and
development opportunities, so we can ensure the Board
is as effective as possible.
Recognising the critical importance of cyber security, in
February 2026 the Board completed National Cyber Security
Centre (NCSC) training on Cyber Governance for Boards.
This will support our oversight of this matter at Board and
Committee level. The training covered:
• the purpose of the NCSC’s Cyber Governance code of
Practice;
• governance of cyber risk;
• cyber strategy and alignment with business strategy and
organisational goals;
• promotion of a positive cyber security culture;
• cyber incident preparedness, response and recovery; and
• ensuring effective assurance and oversight.
To build understanding and collective ownership of our
climate commitments, we launched a Climate Action
eLearning module to all colleagues during FY26. The short
course explains Kainos’ climate goals, including our science
based targets, how we measure and report emissions and
the practical steps individuals can take to reduce their
climate impact at work and beyond. The module focuses on
real world actions – such as greener travel choices, data
quality, sustainable delivery practices and local engagement
– and signposts colleagues to wider support, tools and
communities, including our Climate Action Viva Engage
channel, Green Teams and volunteering opportunities. All
Directors completed this training in FY26.
Kainos Annual Report 2026
84
Corporate Governance Corporate Governance
Nominations Committee Report continued
Director election and re-election
At the 2026 AGM, all Directors will retire, in line with Provision
18 of the Code. Rosaleen Blair, Brendan Mooney, Richard
McCann and James Kidd are standing for re-election, and
Shruthi Chindalur is standing for election to the Board. As
announced on 28 April 2026, Katie Davis is not seeking
re-election and will step down from the Board at the
conclusion of the AGM. The Board confirms that each of the
Directors continues to be effective in their role.
Service agreements and letters of appointment
All Directors’ service agreements and letters of appointment
can be requested from the Company Secretary and will be
available to shareholders to view at the 2026 AGM. Summary
details of the Executive Directors’ service agreements are
also contained in the Directors’ Remuneration Report.
Non-Executive Directors’ appointment periods and
time commitments
Each Non-Executive Director is appointed for an initial
three-year term, subject to a three-month notice period
and annual re-election by shareholders at the AGM. At the
end of the three-year term, the Board may invite a Non-
Executive Director to continue for a further period, if the
Board is satisfied with their performance, independence and
time commitment.
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.
The Committee’s priorities
Our priorities for the year ahead are to focus on:
• Board composition and skills for strategy execution;
• succession planning and leadership continuity;
• diversity, equity and inclusion at Board and senior
leadership level; and
• Board and Director effectiveness and development.
Rosaleen Blair
Nominations Committee Chair
15 May 2026
85
Kainos Annual Report 2026
AUDIT, RISK AND INTERNAL CONTROL
AUDIT & RISK COMMITTEE REPORT
I am pleased to present the Audit & Risk
Committee Report for FY26, which outlines
how we discharged our responsibilities and
the key issues we considered.
The Committee fulfils a vital role in the
Company’s governance framework,
providing valuable independent challenge
and oversight of the Group’s accounting,
financial reporting, internal controls and risk
management, as well as overseeing the
relationship with the external auditor.
Composition
As discussed in the Chair’s Introduction to
Governance, Katie Davis and I were the
Committee’s only members between the start
of the financial year and 24 September 2025,
when Shruthi Chindalur joined the Board and
the Committee. This brought the Committee
back in line with the Code, which requires
audit committees to comprise at least three
independent Non-Executive Directors. The
Committee only met once in FY26 prior to
Shruthi’s appointment and I am confident
that the reduction in our membership in this
period did not affect the quality of our work.
The Committee members’ financial and
commercial experience enables us to deal
effectively with the matters we are required to
address and to challenge management when
necessary. The Board is therefore satisfied
that the Committee has the necessary
competence and experience relevant to the
sector in which Kainos operates.
I am a chartered accountant, with relevant
financial experience, having served as CFO,
Deputy CEO and CEO of AVEVA Group plc.
I also keep up to date on financial and
corporate governance best practice by
attending training sessions and updates.
I therefore meet the Code requirement that
at least one member of the Committee has
recent and relevant financial experience,
and the Disclosure Guidance and
Transparency Rules requirement for at least
one member to have competence in
accounting and/or auditing.
The Company Secretary is secretary to the
Audit & Risk Committee.
Responsibilities
Our main responsibilities are reflected
in the key activities described in the
following sections. More detail can be
found in the Committee’s terms of
reference, which are available at
www.kainos.com/investor-relations.
We reviewed and reapproved our terms of
reference at our February 2026 meeting.
Committee meetings and key activities
The Committee held three meetings during
the year. Only Committee members have the
right to attend meetings but we also invite
Executive Directors, members of the Finance
team and other senior management,
including those presenting to us on risk-
related matters, to attend as required.
Representatives of the external and internal
auditors also routinely attend our meetings.
We have a broad agenda and our principal
activities during the financial year were
as follows:
May 2025
• Reviewed the report to the Committee
from KPMG (the external auditor) for the
year ended 31 March 2025.
• Assessed the integrity, completeness and
consistency of financial reporting.
• Received a presentation from the Finance
team on the significant judgements and
other areas for consideration in relation to
the financial statements.
• Reviewed and approved the Group’s going
concern and viability statements.
• Reviewed and recommended that
the Board approve the Final Results
Announcement and the 2025 Annual
Report, concluding that the Annual
Report, taken as a whole, is fair, balanced
and understandable, and provides the
information necessary for shareholders
to assess the Company’s position,
performance, business model and
strategy.
• Reviewed and concluded on the
effectiveness of the external auditor.
• Received updates on cyber security and
internal audit.
• Reviewed the Group’s Enterprise Risk
Register.
Corporate Governance
Kainos Annual Report 2026
86
Corporate Governance
Audit & Risk Committee Report continued
November 2025
• Received presentations from:
– KPMG on its review of the interim financial statements;
and
– the Finance team on the key accounting judgements
and other areas for consideration in the Interim Report.
• Received feedback from the Finance team on KPMG’s
performance in reviewing the Interim Report.
• Reviewed the Interim Report, including the going concern
statement and key disclosures, and recommended its
approval to the Board.
• Reviewed the Group’s Enterprise Risk Register.
• Received updates on:
– Cyber security; and
– Internal audit.
February 2026
• Reviewed the external audit plan for the year ended
31 March 2026.
• Received updates on:
– Cyber security
– Tax and treasury
– Financial controls and policies
– Legal and compliance matters
– Internal audit
• Reviewed the Group’s Enterprise Risk Register.
• Completed the annual review of insurance.
Key assumptions, judgements and estimates
We identified the matters below as being significant to the FY26 financial statements, considering their materiality and the
degree of management judgement required. We discussed the issues in detail, to ensure that the approaches taken were
appropriate. This included reviewing presentations and reports from management and the external auditor.
Revenue
recognition
The Group has a clear revenue recognition policy, as described in note 3 of the consolidated financial
statements. The policy is reviewed at least annually and there were no changes during the year.
We reviewed and challenged management’s judgements, assumptions and estimates relating to the level
of contract or fixed-price provisioning for rectification and irrecoverable accrued income.
We also received and considered updates from KPMG on the findings of its procedures over revenue
recognition during the year.
Following these reviews, we are satisfied that the Group’s processes and internal controls are appropriate
and revenue recognition is in line with IFRS15 ‘Revenue from contracts with customers’.
Development
costs
We received updates from management on accounting for development costs.
During each reporting period, management works with product leaders in the business to update a document
which details development expenditure incurred by product or module. Management then assesses this
expenditure against the capitalisation criteria in IAS38 ‘Intangible Assets’.
Having discussed and reviewed this approach, we are satisfied that the accounting for development costs
is in line with IAS38.
Tax strategy We recognise the tax complexity and risk related to the Group’s multinational operations and the areas of
uncertainty that arise.
We considered:
• the appropriateness of deferred tax assets and tax provisions;
• accounting for R&D expenditure credit, and its impact on the reported results; and
• the application of the Group’s transfer pricing policy and its impact on the reported results.
We are satisfied the treatment adopted is fair and reasonable in all circumstances.
The Group’s UK tax strategy is available online at www.kainos.com/information/uk-tax-strategy.
Going concern
and viability
We reviewed management’s process for assessing the Group’s going concern and longer-term viability, including:
• the period over which viability should be assessed;
• whether the scenarios identified were appropriate, in light of the Group’s principal risks and uncertainties;
and
• whether management made reasonable assumptions in calculating the financial impact of a viability scenario.
We were satisfied with management’s work and supported its conclusions in respect of the Company’s going
concern and longer-term viability.
There were no material changes to significant accounting policies during FY26.
87
Kainos Annual Report 2026
Fair, balanced and understandable assessment
One of our responsibilities is to assess whether 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. Having
completed our review, we have confirmed to the Board that it
is appropriate to make this statement for the FY26 Annual
Report and Financial Statements. The Board’s confirmation
can be found in the Directors’ responsibilities statement on
page 111.
Financial Reporting Council (FRC) review
In December 2025, the FRC notified the Committee of its
review of the Group’s Annual Report and Accounts for the
year ended 31 March 2025. The Group provided additional
information regarding presentation and disclosure, and
all matters were successfully addressed and closed in
January 2026.
The scope of the FRC review was limited to compliance with
reporting requirements and was not designed to provide
assurance that the Annual Report and Accounts for FY25
were correct in all material respects.
External audit
The Committee oversees the relationship with the external
auditor and its performance. This includes making
recommendations on appointing, reappointing or
removing the auditor.
We appointed KPMG as external auditor following
shareholder approval at the AGM in September 2021 and
it is subject to annual re-appointment. We confirm that
Kainos complied with the provisions of The Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 during the financial
year ended 31 March 2026.
Auditor independence and objectivity
We carefully review the auditor’s independence and
objectivity and have not identified any issues that could
compromise it. As part of our review, we received written
confirmation from KPMG that it considered itself to be
independent. The current audit partner is Niall Savage, who
has been in the role since 2025. Audit partners for listed
companies are ordinarily rotated every five years.
We have a non-audit services policy to ensure that the
auditor’s independence and objectivity is not impaired by
providing non-audit services to the Group. We review the
policy annually, with the most recent review in February 2026.
The policy classifies non-audit work into assignments
for which:
• management can engage the external auditor without
referral to the Audit & Risk Committee;
• approval to engage the auditor must be provided
on a case-by-case basis; and
• the auditor is excluded.
The policy aims to ensure that in providing non-audit
services, the external auditor is not in a position whereby it is:
• auditing its own work;
• making management decisions for the Group;
• creating a mutuality of interest; or
• required to advocate for the Group.
The table below shows the approval levels specified in
the policy:
Description Approval required
Hiring staff from the
external auditor
Audit & Risk Committee
External audit fee Audit & Risk Committee
Any engagement > £20,000 Audit & Risk Committee Chair
Services between £5,000 and
£20,000 in aggregate for each
financial year
Chief Financial Officer
Permitted services up to an
aggregate of £5,000 in any
financial year
Group Head of Finance
Other than reviewing the interim financial statements for the
period ended 30 September 2025, KPMG did not provide any
non-audit services during the year.
Fees paid to KPMG for auditing the consolidated financial
statements are set out in note 6 to the consolidated financial
statements.
Effectiveness of the external auditor
We review the auditor’s effectiveness and quality on an
ongoing basis, to ensure a high-quality external audit
process. During the year, we specifically considered:
• the audit plan, including identified significant risks,
presented at the February 2026 meeting;
• KPMG’s robustness and perceptiveness in its handling of
key accounting and audit judgements;
• the audit team’s experience and expertise, demonstrated
by its direct communication with, and support to, the
Committee;
• engagement with our Finance team in planning the audit
and its execution; and
• the content, insights and added value of KPMG’s formal
reports.
Based on our review, we consider the external auditor
to be effective.
Risk management and internal control
The key elements of the Group’s internal control and risk
management systems include:
• regular Board meetings to consider matters reserved for
the Directors’ attention;
• regular management meetings to monitor divisional
performance. Management is responsible for identifying
and evaluating significant risks in its area of business, and
for designing and operating suitable internal controls;
Kainos Annual Report 2026
88
Corporate Governance
Audit & Risk Committee Report continued
• maintenance of a Group Risk Register, to identify and
track the risks facing the business. The key risks are
summarised for the Audit & Risk Committee’s review and
are operationally owned and managed by management;
• a comprehensive annual budget process, for review and
approval by the Board, with updated forecasts regularly
prepared throughout the year. Operating results are
reported monthly to the Board and compared to the latest
forecast, with explanations for all significant variances; and
• documentation of key policies and procedures.
The Board is ultimately responsible for the Group’s systems
of internal controls and risk management and for reviewing
their effectiveness. These systems are designed to manage
risk, rather than eliminate it, and can provide only
reasonable and not absolute assurance against material
misstatement or loss. This includes the risk of failure to
achieve business objectives. The concept of reasonable
assurance recognises that the cost of control procedures
should not exceed their expected benefits.
Information on the Group’s principal and emerging risks is
set out in the Strategic Report.
The Board confirms that Kainos has established systems,
procedures and controls for identifying, evaluating and
managing the principal and emerging risks it faces, and that
they have been in place for the period under review and up to
the date of approval of the Annual Report. The Board
regularly reviews the effectiveness of those systems,
procedures and controls.
As required by the Code, the Audit & Risk Committee has
reviewed the internal controls and risk management systems,
including those relating to financial reporting, information
security, business continuity, management of employees, and
operational and compliance matters. We have confirmed to the
Board that we are satisfied that Kainos has established internal
controls and risk management systems that are effective and
compliant with the current governance provisions.
The 2024 edition of the UK Corporate Governance Code
introduced new requirements relating to audit, risk and
internal control. Most significantly, Provision 29 introduces
new Board responsibilities for monitoring, reviewing and
ensuring the effectiveness of the risk management and
internal control framework, including a statement on the
effectiveness of all material controls at the balance sheet
date. This provision comes into force for reporting periods
beginning on or after 1 January 2026, which means it will
first apply to Kainos in FY27.
We have paid close attention to management’s work to
ensure compliance with Provision 29. This has included
identifying and agreeing the material controls and drafting
the material controls documentation. In the next phase, we
will test all the material controls to ensure they are operating
effectively. Our progress to date means we are confident of
being able to make the required statement on the
effectiveness of material controls at the 31 March 2027
balance sheet date.
Internal audit
Following the successful completion of two internal audit
projects in FY25, we appointed Grant Thornton to provide
internal audit services to the Group from FY26, by
conducting ‘deep dive’ reviews on areas of greater risk.
In FY26, Grant Thornton reviewed our order-to-cash
processes, with no significant control weaknesses identified.
It also reviewed aspects of our cyber security, reviewing two
products in the Workday Products business as well as testing
our systems more broadly. These reviews confirmed the
overall robustness of our approach, as well as identifying
further enhancements that we are either addressing or had
completed by the year end.
In addition to Grant Thornton’s work, many of our customers
review our cyber security posture in detail, as part of their
assurance processes. The Group has also been recertified to
be compliant with the ISO 27001 standard for information
management systems.
We continue to use internal subject specialists across the
business to test aspects of our control environment. At the
year end, a review of processes in our Argentinian operation
was under way and we intend to review the finance function
in Davis Pier later in 2026.
Cyber security will remain a focus area for the Committee
and for internal audit reviews. Grant Thornton is currently
conducting an audit of our treasury function and will report
to the Committee in the first quarter of FY27. The internal
audit plan for FY27 also includes a review of higher-risk
projects in Digital Services, including project management
and quality control.
Whistleblowing
Provision 6 of the Code requires the Group to have a channel
for the workforce to raise concerns in confidence, including
anonymously. See the Governance: Business conduct section
on page 50 for more information.
The Committee’s priorities
In FY27, our priorities are to:
• ensure the Group complies with Provision 29 of the Code;
• oversee the optimisation of the Group’s legal structure, to
minimise the compliance burden and deliver tax efficiencies;
• monitor the Group’s cyber security posture, oversee cyber
risk management and the adoption of the NCSC Cyber
Governance Code of Practice;
• finalise the internal audit plan for FY27 and oversee its
execution; and
• monitor the financial health of the project to construct One
Bankmore, the Group’s new Belfast headquarters.
James Kidd
Chair of the Audit & Risk Committee
15 May 2026
89
Kainos Annual Report 2026
Corporate Governance
DIRECTORS’
REMUNERATION
REPORT
Statement from the Chair of the
Remuneration Committee
As Chair of the Remuneration Committee,
I am pleased to introduce our Directors’
Remuneration Report for the year ended
31 March 2026.
Composition
At the year end, the Remuneration
Committee members were Rosaleen Blair,
James Kidd, Shruthi Chindalur and me, as
the Committee Chair.
While only Committee members are entitled
to attend meetings, we also invite the
Executive Directors to attend as necessary,
as well as employee representatives from
across the business to participate in
strategic remuneration discussions.
The Company Secretary is secretary to
the Committee.
Responsibilities
Our main responsibilities are reflected in the
key activities described in this statement.
More detail can be found in the Committee’s
terms of reference, which were updated and
reapproved in March 2026 and are available
at www.kainos.com/investor-relations.
Key activities
There were five meetings during the year,
with the members’ attendance set out in the
Corporate Governance Report on page 78.
During the year we:
• oversaw the operation of the Directors’
Remuneration Policy approved by
shareholders at the 2025 AGM;
• reviewed certain bonus schemes and
long-term incentives for colleagues
below Executive Director level, to support
recruitment and retention and incentivise
high performance; and
• continued to oversee remuneration
practice across Kainos, to ensure
alignment with our reward philosophy.
Business context
Our financial results reflect a positive year
for the Group from a revenue perspective,
with Workday Products continuing its
strong growth and both Digital Services
and Workday Services increasing revenue
after facing challenging conditions in the
prior year.
The overall revenue growth of 17%
translated into 2% growth in adjusted profit
before tax, due to a range of higher costs, as
we had anticipated. These included
increased use of contractors, who provide us
with additional capacity when needed, and
greater partnering with other companies on
large Digital Services projects. One of the
Group’s objectives is to reduce contractor
costs by recruiting our own people. This
makes it even more important that we can
attract and retain the right talent, including
through the rewards we offer.
Strategic context
We have designed the Directors’
Remuneration Policy to support delivery of
our strategic objectives, both in the short
and long-term. Specifically:
• the annual bonus rewards performance in
the year;
• the performance share plan rewards
longer-term performance;
• our shareholding requirements directly
align the Executive Directors with the
shareholder experience, encouraging a
long-term perspective; and
• our malus and clawback provisions
discourage excessive risk taking in pursuit
of our goals.
Further information on each of these
elements can be found in the Directors’
Remuneration Policy section, starting on
page 92.
Overseeing reward for the wider workforce is
an important part of our remit. The
Remuneration Committee considers wider
company pay policies throughout the year
and we take these and broader pay trends
into account when making decisions on the
Executive Directors’ compensation. Our
Directors’ Remuneration Policy sets out the
relationship between Executive Directors’
pay and employees’ remuneration and how
annual salary increases and pension
contributions align with the broader
workforce.
Kainos Annual Report 2026
90
Attracting and retaining talent requires us to have the
right short- and long-term incentives in place. During the
year, the Committee spent time reviewing the structure of
some of the bonus schemes for colleagues below Board level.
This process was led by the business, through the Bonus
Steering Committee, and included defining an overall
philosophy for bonuses (see below), as well as important
changes to how the schemes operate. To ensure reward
reflects delivery, drives the right behaviours and reinforces
a high-performance culture, the schemes now offer a higher
potential bonus but the threshold at which bonuses start
to be paid has also increased.
To reflect the growing scale and maturity of Workday
Products, along with our desire to attract the best global
talent, the Group has introduced a long-term incentive plan
for that division which will be effective from FY27. This will
reward achievement of stretching targets for one of our key
growth drivers.
As discussed in the People section on page 41, the Group
introduced a flexible benefits package in FY26, for colleagues
in the UK. This allows them to tailor the benefits they receive
to best suit their needs. We will be rolling this out to other
countries in the coming year.
Workforce engagement and education remain a priority, to
help our employees understand our reward strategy. We have
an ongoing campaign to educate our employees and during
FY26, the Group ran a range of webinars and other
communications to inform our people about the rewards and
benefits to which they are entitled.
Our bonus philosophy
Bonus schemes in Kainos will:
• Give a clear line of sight to incentivise and be valued
by individuals
• Align to strategic goals and drive the right behaviours
• Differentiate high performance
• Be simple, transparent and market competitive
Executive outcomes
The Group’s financial KPIs of revenue, adjusted pre-tax
profit and bookings are used in establishing the Executive
Directors’ annual bonus targets. Given the weightings in our
scheme, the Group’s performance for the year translates
to a 106% pay-out against these targets, with the key
measures outlined below.
2026
£
2025
£
Revenue £431.1m £367.2m
Adjusted pre-tax profit £67.1m £65.6m
Bookings £505.3m £382.4m
Total dividend per share 29.6p 28.4p
On 28 June 2022, we granted long-term incentive awards to
Brendan Mooney and Richard McCann. These awards vested
at 20% during the year, and the Executive Directors received
1,350 and 1,498 share options respectively.
Our policy is to pay Executive Directors at a level comparable
to the Group’s peers. However, Brendan Mooney has requested
to take a lower base salary than provided for in our policy,
which also reduces the potential value of his incentive awards
and pension contributions, which are calculated as a multiple
of base salary. If the Company is required to appoint a new
CEO in future to succeed Brendan, we would expect the
remuneration package on recruitment to be in line with
our policy.
The Committee has not applied discretion to any
remuneration outcomes in relation to FY26.
Share option awards
On 2 June 2025, the Group made performance share awards
to Brendan Mooney and Richard McCann of 10,094 and
41,829 share options respectively.
The Committee considered the appropriate performance
criteria for these awards, as part of a broader review of all
share plans during the previous year. This resulted in the
following weightings being applied for these awards:
• total shareholder return remained unchanged at 30%;
• earnings per share (EPS) growth increased from 40%
to 50%; and
• the Responsible Company criteria reduced from 30%
to 20%.
The increase in the EPS weighting creates a stronger link
between performance and outcomes that recipients can
directly influence.
The revised Responsible Company weighting reflects a
reduction in the number of underlying measures from four to
two. We determined that having four measures diluted their
individual impact, added complexity and conflicted with our
goal of simplifying our share awards. The two criteria we
have retained are employee engagement and greenhouse
gas emissions. These are clearly aligned to our strategic
ambitions and employees can actively contribute to them.
The two measures we removed were:
• Gender diversity in senior management. Diversity and
inclusion is strategically important but we considered that
this is a subset of the broader engagement measure, which
has remained. Employee engagement also moved from
cliff-edge vesting to a sliding scale.
• Customer Net Promoter Score. Customer satisfaction
is central to our business model but we considered this
target was less stretching, given the Group’s consistently
strong performance.
Full details of the performance criteria can be found on
page 100.
Corporate Governance
Directors’ Remuneration Report continued
91
Kainos Annual Report 2026
The Group also awarded a further 2,936 options to
Brendan Mooney on 23 June 2025. Brendan was reappointed
as CEO on 11 December 2024 and did not participate in the
performance share awards to the Executive Directors in June
2024. This award therefore relates to the period between his
reappointment and 31 March 2025.
Further detail of these awards is provided in the Annual
Report on Remuneration on page 99.
Base salaries and fees for the Directors
Base salaries for the Executive Directors are reviewed in
June each year, with any change reported in the following
Annual Report on Remuneration. In June 2025, Brendan
Mooney and Richard McCann did not receive a pay increase
which was below the increase for the wider workforce.
As set out in last year’s report, the fees paid in FY26 to the
Non-Executive Directors were increased for the first time
since 2019. This was the result of a benchmarking exercise
using multiple data sources including FTSE 250, Willis Towers
Watson, Deloitte and PwC data. The increases were as follows
and applied from 1 June 2024:
Previous fee
£
New fee
£
Change
%
Chair 100,000 140,000 40%
Non-Executive
Director 50,000 60,000 20%
Additional fees for:
Senior Independent
Director 10,000 12,000 20%
Chair of Audit & Risk
Committee 8,000 10,000 25%
Chair of Remuneration
Committee 8,000 10,000 25%
There have been no changes to these fees for FY27.
Advisors to the Committee
The Committee does not have retained remuneration
advisors. However, the Group did receive advice from Deloitte
as part of the review of bonus schemes in FY26.
Shareholder voting
At the AGM in September 2025, shareholders passed
several resolutions related to remuneration matters,
including approving the updated Directors’ Remuneration
Policy and the rules for several share schemes. On the
Committee’s behalf I thank shareholders for their support.
More information on shareholder approvals can be found
on page 92.
At the 2026 AGM on 22 September 2026, the Directors’
Annual Report on Remuneration will be put to an advisory
shareholder vote.
Looking forward
The Committee’s priorities over the next year include:
• continued oversight of the operation of the Directors’
Remuneration Policy approved by shareholders at the
2025 AGM;
• oversight of the delivery of the FY27 remuneration
objectives and key results set by the Group and agreed
with the Remuneration Committee. These focus on pay
transparency, sales remuneration and flexible benefits
rollout to the rest of Group;
• the review and approval of any proposed long-term
incentives, including share awards for colleagues below
Executive Director level; and
• continued oversight of remuneration practice across
Kainos, to ensure alignment with our reward philosophy.
Katie Davis
Chair of the Remuneration Committee
15 May
2026
Kainos Annual Report 2026
92
Shareholders and statement of voting at AGM
Shareholders approved the Directors’ Remuneration Policy and the Annual Report on Remuneration for FY25 at the AGM on 23
September 2025, with the votes cast as follows:
Resolution Votes for % of votes for
Votes
against
% of votes
against
Tot al
votes cast
Votes
withheld
Approval of Annual Report on
Remuneration for the year ended
31 March 2025 92,079,890 98.54% 1,361,101 1.46% 93,440,991 1,964,387
Approval of the Directors’
Remuneration Policy 90,526,754 96.88% 2,914,687 3.12% 93,441,441 1,963,937
We are keen to ensure that shareholders support the Group’s remuneration philosophy and policy. As Chair, I welcome
shareholder feedback at any time of year, including as part of the AGM process. To date, we have not received any significant
dissenting shareholder votes on our Remuneration Policy or the outcomes.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy is set out below. It applies for three years from its approval at the 2025 AGM.
Executive Director reward components
Base Salary
Purpose To attract and retain Executive Directors.
Operation Reviewed annually and fixed for 12 months, commencing 1 June each year. The Remuneration
Committee considers:
• an individual’s experience and knowledge;
• business and individual performance;
• achievement of objectives;
• comparative salaries and periodic reviews;
• the Company’s financial position; and
• salary increases for Kainos’ employees.
Potential remuneration Percentage increases will normally be in line with other employees in the same location.
Higher increases may be awarded if there are commercial reasons for doing so, such as to reflect
market movements, changes in job responsibilities and to address retention issues.
Performance metrics None.
Benefits
Purpose To attract and retain Executive Directors.
Operation The Executive Directors are entitled to private medical insurance, life insurance and permanent
health insurance.
Potential remuneration No maximum is set but the Remuneration Committee will monitor the overall cost of the benefits
package. Any changes will normally be in line with other employees in the same location.
Performance metrics None.
Pension
Purpose To attract and retain Executive Directors.
Operation The Executive Directors are entitled to participate in the Kainos pension scheme or receive a
payment in lieu of pension.
Potential remuneration The maximum Company contribution for Executive Directors is 5% of base salary, in line with other
employees in the same location. Any changes will normally be in line with other employees in the
same location.
Performance metrics None.
Corporate Governance
Directors’ Remuneration Report continued
93
Kainos Annual Report 2026
Annual Bonus
Purpose To reward and incentivise performance within a financial year, focus Executive Directors on key
objectives and support positive team behaviour, with adequate reward for good performance and
excellent reward for exceptional performance.
Operation Performance is measured on an annual basis for each financial year. The Committee establishes
and weights the criteria at the beginning of each year, based on Company financial targets, and
determines threshold and target levels of performance for each measure. At the end of the year, the
Committee determines the extent to which targets were achieved. On-target levels of payment are
set for each Executive Director at the start of each year. Up to 150% of these levels may be paid,
based on the extent to which the target is exceeded.
Annual bonus is normally paid in cash following the completion of the audit of that year’s
financial statements. One third of payments will be deferred for three years and then paid in cash
or in shares.
Clawback in line with the Company’s malus and clawback policy may be applied at the
Remuneration Committee’s discretion, in the event of material misstatement of the financial results
or other exceptional circumstances, such as gross misconduct.
The Remuneration Committee has discretion to apply ‘corporate override’ if core targets are not
achieved or a material negative event occurs.
Potential remuneration The maximum annual bonus opportunity under the policy is 150% of the Executive’s salary.
Performance metrics Annual bonus is discretionary. The Committee chooses and weights the criteria and sets targets
each year, in line with business priorities.
An element of the bonus may also be based on personal performance.
Long-Term Incentive Plan (LTIP)
Purpose To motivate Executive Directors, incentivise long-term performance and facilitate share ownership.
Operation Performance share awards are made under the Group’s 2025 Performance Share Plan (PSP).
Awards, made in the form of nil or nominal cost options, will normally* have a three-year vesting
period following the date of award.
For Executive Directors, there is an additional two-year holding period prior to exercise. Awards will
vest and be exercisable subject to continued employment and meeting appropriately challenging
performance conditions specified at the outset. The Remuneration Committee determines the
extent to which performance conditions have been met. Awards may be increased for dividends
paid during the vesting period.
The Remuneration Committee determines the performance conditions, weighting and target
performance levels at the point of award. Clawback may be applied in line with the Company malus
and clawback policy, at the Committee’s discretion, in the event of material misstatement of the
financial results or other exceptional circumstances, such as gross misconduct.
Potential remuneration The normal maximum level of annual award is 200% of salary. In exceptional circumstances, awards
may be made up to a maximum of 300% of salary.
In the event of a new appointment the Remuneration Committee would expect to make a higher
award, closer to the normal maximum.
Performance metrics The Remuneration Committee will assess what measures and targets best support the Group’s
long-term focus, so measures and targets may be different from year to year.
* The vesting period will only differ from this in exceptional circumstances, such as in ‘good leaver’ scenarios or to facilitate recruitment by replacing forfeited
remuneration.
Kainos Annual Report 2026
94
Non-Executive Director payments
Fees
Purpose To attract and retain Non-Executive Directors with appropriate experience and skills.
Operation The Chair and Non-Executive Directors are paid fees, as detailed in this table. The fees reflect their
time commitment and responsibilities, and the fees paid in other companies of comparable size
and complexity.
The Chair’s fee is approved by the Board, on the Remuneration Committee’s recommendation.
Fees for the Non-Executive Directors are approved by the Board, on the recommendation of the
Chair and Executive Directors.
Additional fees are payable for additional responsibilities.
Potential remuneration The Chair’s fee is currently £140,000 per annum. The base fee for Non-Executive Directors is
currently £60,000 per annum.
Additional fees per annum are awarded:
• Senior Independent Director – £12,000
• Chair of Audit & Risk Committee – £10,000
• Chair of Remuneration Committee – £10,000
Performance metrics None.
Company-wide share plans
The following share schemes are offered to eligible employees. Executive Directors are eligible to participate as shown.
Share Incentive Plan (SIP) UK
Purpose To motivate, facilitate share ownership and align employees with shareholders.
Operation The Share Incentive Plan (SIP) is a tax-advantaged all-employee plan, supervised by the
Remuneration Committee. Significant tax advantages apply if shares acquired under the plan are
held for five years.
UK employees, including Executive Directors, may be awarded free shares up to a maximum value
of £3,600 each year.
They may purchase partnership shares out of pre-tax salary up to £1,800 per tax year and may be
awarded up to two free matching shares for each partnership share acquired (although no
partnership purchase or matching has been implemented to date).
The Board shall determine if and when further SIP awards will be made and the terms of
those awards.
Potential remuneration Up to £3,600 of free or matching shares per annum.
Performance metrics None.
Corporate Governance
Directors’ Remuneration Report continued
95
Kainos Annual Report 2026
Save As You Earn Option Plan (SAYE)
Purpose To motivate, facilitate share ownership and align employees with shareholders.
Operation An ‘all-employee’ share option plan approved by HMRC and supervised by the Remuneration
Committee.
UK employees, including Executive Directors, may enter into a savings contract under which they
agree to save a specified monthly amount for three or five years. At the end of the contract,
participating employees may use the amount saved to exercise options with an exercise price
of up to a 20% discount to the market share price at the outset.
The Board shall determine if and when further SAYE awards will be made and the terms of
SAYE participation.
Potential remuneration Under the plan, the maximum monthly savings amount is £500. Executive Directors are eligible
to participate in these schemes.
Performance metrics None.
Poland, Ireland & US Share Schemes
Purpose To motivate, facilitate share ownership and align employees with shareholders.
Operation The Group has implemented share schemes for employees in Poland and the Republic of Ireland to
make share awards to these employees on similar terms and of a similar value to those made under
the UK SAYE and SIP schemes. It has also implemented a share scheme for employees in the US on
similar terms and of a similar value to that made under the UK SIP scheme.
The Board shall determine if and when further awards will be made and the terms of those awards.
Potential remuneration Employees based in these countries may be eligible to participate in these plans, at similar levels to
those offered to UK employees under the SAYE and SIP schemes. If Executive Directors were based
in these countries, they would be able to participate in these schemes.
Performance metrics None.
Service contracts – Executive Directors
The key terms of the Executive Directors’ contracts are summarised in the table below:
Provisions
Term and notice Indefinite with 12 months’ notice from either party.
Payment Salary and discretionary annual bonus.
Benefits and other
entitlements
Company pension contribution or payment in lieu of pension, private medical insurance and
permanent health insurance.
Termination May be terminated on 12 months’ written notice served by either party. Kainos has a contractual
right to pay the Executive Directors in lieu of all their notice and to place them on garden leave
during all or part of their notice period. In the event of gross misconduct, their employment will be
terminated with immediate effect without the requirement for notice or associated payment in lieu.
Kainos Annual Report 2026
96
Illustration of application of Remuneration Policy
The charts below provide estimates of the potential reward opportunities for each Executive Director in FY27, and the split
between the different elements of remuneration under three different scenarios: ‘minimum’, ‘in line with expectation’ and
‘maximum’.
Chief Executive Officer (£000s) Chief Financial Officer (£000s)
0
100
200
300
400
500
600
700
800
900
100% 48%
37%
15%
37%
52%
11%
0
200
400
600
800
1,000
1,200
100% 37%
24%
39%
29%
40%
31%
Minimum In line with
expectations
Maximum Minimum In line with
expectations
Maximum
Fixed
Annual variable bonus Long-term incentive Fixed Annual variable bonus Long-term incentive
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 2026.
Benefits and pensions are measured using the figures in the single figure table for 2026.
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 FY26.
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 FY26.
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.
Letters of appointment – Non-Executive Directors
The Non-Executive Directors have letters of appointment which may be terminated in certain circumstances, including the
giving of three months’ written notice by either party or failure to be re-elected by shareholders.
Payments for loss of office
In the event of termination, all Directors will receive payments for loss of office in accordance with the termination provisions
of their service contract or letter of appointment.
The default position is that on loss of office, an Executive Director forfeits any right to any bonus payment which would
otherwise have accrued in respect of that year. If an Executive Director is deemed a ‘good leaver’, they will be entitled to receive
a pro-rated bonus for the proportion of the year that they worked.
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.
Corporate Governance
Directors’ Remuneration Report continued
97
Kainos Annual Report 2026
Remuneration Policy for new Directors
Non-Executive Directors will be appointed on terms
substantially similar to the existing Non-Executive Directors
and in accordance with the Remuneration Policy at the time.
If a new Executive Director is appointed, or an existing
Executive Director agrees a new service contract, the
contract would be subject to a notice period of no more than
12 months, with the Director entitled to receive salary, bonus
and benefits and take part in the current share plans. The
remuneration package for the new Director would be set in
accordance with the Remuneration Policy at the time, while
reflecting the individual’s experience and skill.
The new Director’s total remuneration would be consistent
with comparable packages, and the Remuneration
Committee will seek external advice to validate this. In the
year of joining, the annual bonus and associated
performance measures will be pro-rated.
When recruiting Executive Directors externally, the
Remuneration Committee may need to offer additional
one-off cash and/or share-based elements, when in the best
interests of Kainos and its shareholders. Such payments
would be limited to the remuneration the individual lost when
leaving their former employer to join Kainos and would
broadly reflect the delivery mechanism for the lost
remuneration (for example, cash, shares or options), as well
as the time horizons and whether performance requirements
are attached to that remuneration. Shareholders will be
informed of such payments at the time of appointment.
For an internal appointment, any variable pay element
awarded in respect of the prior role would be allowed to pay
out according to its terms, adjusted as relevant to take into
account the appointment. Other ongoing remuneration
obligations existing prior to appointment would continue as
appropriate, provided they are put to shareholders for
approval at the earliest opportunity.
For both external and internal appointments, the
Remuneration Committee may agree that Kainos will meet
reasonable relocation expenses, in line with market practice.
Employees
Kainos offers total remuneration for employees that attracts,
motivates and retains talented individuals.
Some employees may receive a bonus, which in many
cases will be a percentage of salary, with elements
determined by personal performance and the Group’s
financial performance.
For more senior employees, a higher proportion of
remuneration is payable as a bonus.
The benefits available depend on market practice in each
country. The pension scheme available to an employee varies
according to location, with contributions at a competitive
level for each country.
The Group’s policy is to offer all employees the chance to
take part in SIP or SAYE. More senior employees may receive
discretionary share option awards.
When reviewing the Executive Directors’ remuneration,
the Remuneration Committee considers the pay and
benefits of employees. In addition, the Committee consults
with employee representatives who attend Remuneration
Committee meetings periodically, to ensure that the
Remuneration Policy aligns with our culture and employee
experience.
Flexibility, discretion and judgement
The Remuneration Committee developed this policy to
ensure that it has sufficient flexibility to deal with unusual
situations. As outlined in the policy tables, the Remuneration
Committee retains flexibility to determine the objectives,
weightings and target performance for the annual bonus at
the start of each year. The Committee may also alter the
performance criteria during the year, reflecting
circumstances and the Group’s performance, to ensure
targets remain both challenging and appropriate.
Similarly, the Committee has flexibility to determine the
conditions, weightings and target performance for share
awards at the point awards are made. The Committee can
also subsequently amend performance conditions, if events
mean that the conditions are no longer a fair measure of
performance. The alternative performance condition will be
equally challenging.
Kainos Annual Report 2026
98
Corporate Governance
Directors’ Remuneration Report continued
Malus and clawback
The Group has a Malus and Clawback Policy, which is available from the Investor Relations section of the website. Under this
policy, payments may be subject to malus and/or clawback if any of the following occur:
• Individual misconduct, including gross misconduct, breach of fiduciary duty, regulatory breach, non-compliance with
Company policies or breach of post-employment restrictions.
• Financial and business performance-related issues, including material financial misstatements, significant corporate failure,
failure to meet performance targets, reputational damage or excessive risk-taking with adverse impact.
• External and regulatory triggers, including regulatory investigations or sanctions, or customer detriment and misconduct.
The timeframes within which bonus and shares may be subject to malus and clawback are:
Malus
Bonus 1 year At any time during the relevant bonus year
Share awards
3 years
From the award date. Shares vest three years after the award date and malus can
apply to reduce or cancel a share award at any time up to the vesting date
Clawback
Bonus 2 years From the date of payment of the bonus
Share awards 2 years From the share vesting date
These timeframes are appropriate because:
• the malus timeframe covers the period up to the point when the relevant awards are paid (for annual bonus) or vest
(for share awards), allowing adjustment before payment is made; and
• the two year clawback period (from bonus payment/award vesting) is considered proportionate, provides sufficient time
to identify relevant triggers (including misstatement, regulatory breach or misconduct) and, for Executive Director share
awards, aligns with the additional holding period.
External appointments
Executive Directors may accept appointments as Non-Executive Directors of other companies, provided that the
appointments do not conflict with their duties or time commitments to Kainos. Any external appointment is subject to written
approval from the Board. The Executive Director is entitled to retain the fees from such appointments.
99
Kainos Annual Report 2026
Corporate Governance
Information on the Committee’s responsibilities, membership and activities in the year can be
found in the Statement from the Chair of the Remuneration Committee.
Remuneration details
The following tables set out the remuneration for each Director for the years ended 31 March
2026 and 31 March 2025.
Single total figure of remuneration for Executive Directors (audited)
Name Year Salary Benefits
(1)
Bonus Pension
(2)
Other
(3)
Incentive
vested
(6)
Tot al
Tot al
fixed
Tot al
variable
All amounts in (£000s)
Brendan
Mooney
(4)
2026 227 1 191 11 2 11 443 239 204
2025 69 – 16 3 2 10 100 72 28
Richard
McCann
2026 275 1 198 14 2 28 518 290 228
2025 275 1 56 14 2 18 366 290 76
Russell
Sloan
(5)
2026 – – – – – – – – –
2025 264 1 47 13 2 28 355 278 77
(1) Benefits is the taxable value of private health insurance received by Executive Directors.
(2) Pension amounts for Brendan Mooney and Richard McCann are payments in lieu of pension.
(3) Other relates to the award of SIP shares. The SIP award to Brendan Mooney in FY25 was prior to his reappointment
as CEO.
(4) Brendan Mooney was reappointed as CEO effective 11 December 2024. For FY25, the table above includes his base
salary payments from 11 December 2024 to 31 March 2025 (annual base salary £226,600).
(5) Russell Sloan stepped down as CEO effective 11 December 2024. For FY25, the table above includes his base salary
payments from 1 April 2024 to 11 December 2024 (annual base salary £380,000).
(6) The 2021 PSPs vested during FY25. The award to Russell Sloan, although granted prior to his appointment as CEO,
vested during his tenure as CEO, and its value at vesting date has been included in the table above.
Single total figure of remuneration for Non-Executive Directors (audited)
Name Year Fees
All amounts in (£000s)
Rosaleen Blair
(1)
2026 140
2025 100
James Kidd
(2)
2026 82
2025 73
Katie Davis 2026 70
2025 68
Shruthi Chindalur
(3)
2026 31
2025 –
Tom Burnet
(4)
2026 –
2025 61
Andy Malpass
(4)
2026 –
2025 34
(1) Rosaleen Blair’s remuneration for FY25 reflects her appointment as Chair of the Board from 24 September 2024.
(2) James Kidd’s remuneration for FY25 includes the additional payments as Chair of the Audit & Risk Committee and
SID from 24 September 2024.
(3) Shruthi Chindalur was appointed to the Board with effect from 24 September 2025.
(4) Tom Burnet and Andy Malpass’s remuneration for FY25 is for the period from 1 April 2024 to 24 September 2024, when
they retired from the Board.
ANNUAL REPORT
ON REMUNERATION
Kainos Annual Report 2026
100
Corporate Governance
Annual Report on Remuneration continued
Annual bonus (audited)
Eligible bonus pay-out
Objective Weighting
Target
performance
(£ million)
Threshold
performance
(£ million)
Outcome
(£ million)
Brendan
Mooney
(£000s)
Richard
McCann
(£000s)
Revenue 30% 394.4 355.2 431.1 64 66
Adjusted pre-tax profit 40% 69.5 55.6 67.1 68 70
Bookings 30% 458.7 275.2 505.3 59 62
Totals 100% 191 198
Under the Remuneration Policy, the maximum annual bonus opportunity is 150% of salary for the CEO and CFO. The bonuses
payable to Brendan Mooney and Richard McCann are 84% and 72% of salary respectively.
As per the Remuneration Policy, one-third of the annual bonus amount will be deferred for a period of three years and then
paid in cash or shares.
FY26 Performance Share Plan (PSP) granted (audited)
On 2 June 2025, the Executive Directors were awarded the following the PSP awards. The awards are share options with a
nominal exercise price of £0.005 per option and do not have the right to dividend payments or equivalent until the options
have been exercised.
Executive Director Date of grant
No. of ordinary
shares under option
Face value
(1)
(£000s)
Exercise price per
ordinary share First exercise date Lapsing date
Brendan Mooney 2 June 2025 10,094 74 £0.005 June 2030 June 2035
Richard McCann 2 June 2025 41,829 305 £0.005 June 2030 June 2035
(1) Calculated using the grant price of £7.30.
The awards are subject to the following performance conditions. The EPS and TSR conditions are measured over the three
financial years commencing 1 April 2025. The Responsible Company criteria must be achieved by 31 March 2028:
Performance condition Weighting Minimum performance Mid performance Maximum performance
Earnings per share
(EPS) growth
50% 30% vesting for growth
of 5%
Linear vesting between
minimum and maximum
performance
100% vesting if growth
is 13% or higher
Total shareholder return
(TSR) performance versus
FTSE techMARK Index
30% 30% vesting if Company
performance is at mean
average index price growth
Linear vesting between
minimum and maximum
performance
100% vesting if Company
performance is at or above
mean average index price
growth plus 4% points
Responsible Company –
Workforce engagement
10% Workforce engagement
(10%): 30% vesting for
score of 7+
Linear vesting between
minimum and maximum
performance
Workforce engagement:
100% vesting for score of 7.7+
Responsible Company –
Scope 3 carbon emissions
10% N/A N/A Reduction in the intensity
of scope 3 carbon emissions
of 45%.
101
Kainos Annual Report 2026
FY25 Performance Share Plan (PSP) granted (audited)
On 23 June 2025, Brendan Mooney was awarded the following the PSP awards. Brendan was reappointed as CEO on
11 December 2024 and did not participate in the performance share awards to the Executive Directors in June 2024.
This award therefore relates to the period between his reappointment and 31 March 2025.
The awards are share options with a nominal exercise price of £0.005 per option and do not have the right to dividend
payments or equivalent until the options have been exercised.
Executive Director Date of grant
No. of ordinary
shares under option
Face value
(1)
(£000s)
Exercise price per
ordinary share First exercise date Lapsing date
Brendan Mooney 23 June 2025 2,936 22 £0.005 June 2030 June 2035
(1) Calculated using the grant price of £7.41.
The awards are subject to the following performance conditions. The EPS and TSR conditions are measured over the three
financial years commencing 1 April 2024. The Responsible Company criteria must be achieved by 31 March 2027:
Performance condition Weighting Minimum performance Mid performance Maximum performance
Earnings per share
(EPS) growth
40% 30% vesting for growth
of 5%
Linear vesting between
minimum and maximum
performance
100% vesting if growth
is 13% or higher
Total shareholder return
(TSR) performance versus
FTSE techMARK Index
30% 30% vesting if Company
performance is at mean
average index price growth
Linear vesting between
minimum and maximum
performance
100% vesting if Company
performance is at or above
mean average index price
growth plus 4% points
Responsible Company
(1)
30% N/A N/A N/A
(1) Responsible Company reflects strategic priorities in the areas of diversity, workforce engagement, climate action and customer satisfaction. Includes: 37% of senior
management roles held by women (10% vesting), latest available staff engagement score of 7 or above (10% vesting), reduction in the intensity of Scope 3 carbon
emissions of 45% (5% vesting) and latest available customer Net Promoter Score of more than 30 (5% vesting).
FY26 SIP and SAYE schemes granted (audited)
The Executive Directors are entitled to participate in the SIP and SAYE schemes, on the same terms as all other employees with
the same length of service.
The SIP shares awarded on 13 November 2025 to Executive Directors are shown below:
Executive Director 2025 SIP shares
Face value
(1)
(£000s) Vesting period
Brendan Mooney 220 2 Three years from the date of grant
Richard McCann 220 2 Three years from the date of grant
(1) Calculated using the grant price of £9.74.
Kainos Annual Report 2026
102
Corporate Governance
Annual Report on Remuneration continued
FY23 PSP awards vested in FY26 (audited)
The performance measurement period for the June 2022 PSP awards ended on 31 March 2025, with the following outcome:
Award Measure Weighting Vesting scale
Performance
achieved
% of award
vesting
June 2022 EPS 25% No vesting if EPS growth below 5% p.a., 30% of
awards vest if EPS growth equals 5% p.a. and 100%
vests if EPS growth exceeds 13% p.a. Straight-line
pro-rata basis from 30% to 100% if EPS growth
exceeds 5% but is less than 13% p.a.
(0.23)% 0%
June 2022 TSR
(FTSE techMARK
Index)
45% Minimum performance: 30% vesting at
median performance.
Maximum performance: 100% vesting if in
upper quartile.
Mid performance: Linear vesting between
minimum and maximum performance.
(4.2)% 0%
June 2022 Responsible
Company
30% Responsible Company reflects strategic priorities in
the areas of diversity, workforce engagement,
climate action and customer satisfaction.
66.67% 20%
Executive Director No. of shares % vested
Number of
shares vested
Number of
shares lapsed
Share price at
vesting date
Value at
vesting date
(£000s)
Brendan Mooney 6,753 20% 1,350 5,403 £7.34 10
Richard McCann 7,493 20% 1,498 5,995 £7.34 11
FY24 PSP awards (audited)
The outcomes of the PSP awards in June and December 2023 are shown below. The measurement period for the performance
conditions ended on 31 March 2026.
Award Measure Weighting Vesting scale
Performance
achieved
% of award
vesting
June 2023 EPS 25% No vesting if EPS growth below 5% p.a., 30% of
awards vest if EPS growth equals 5% p.a. and 100%
vests if EPS growth exceeds 13% p.a. Straight-line
pro-rata basis from 30% to 100% if EPS growth
exceeds 5% but is less than 13% p.a.
(1.2)% 0%
June 2023 TSR
performance
versus FTSE
techMARK index
45% 30% vesting if Company performance is at mean
average index price growth. Linear vesting between
minimum and maximum performance. 100%
vesting if Company performance is at or above
mean average index price growth plus 4% points.
(9.3)% 0%
June 2023 Responsible
Company
30% Responsible Company reflects strategic priorities in
the areas of diversity, workforce engagement,
climate action and customer satisfaction.
66.7% 20%
Executive Director No. of shares % vested
Number of
shares vested
Number of
shares lapsed
Share price
at end of
performance
period
Value at
end of
performance
period
(£000s)
Brendan Mooney 5,556 20% 1,111 4,445 £7.30 8
Richard McCann 17,019 20% 3,403 13,616 £7.30 25
103
Kainos Annual Report 2026
Payments to past Directors (audited)
Russell Sloan
As set out in the FY25 Annual Report, Russell stepped down as CEO on 11 December 2024 and his employment with Kainos
ended on 10 December 2025 (termination date).
From 1 April 2025 to 10 December 2025, Russell received:
• £265,026 in base salary payments.
• FY25 bonus payment of £31,858. The total FY25 bonus for Russell, pro-rated for the time he was CEO, is £47,786. Two thirds
(£31,858) was paid during the year and the remaining third deferred for three years in accordance with our remuneration policy.
• £851 in taxable benefits.
His existing share awards continued to vest in line with their original terms, subject to applicable performance conditions,
post-vesting holding periods and malus and clawback. During the year, the June 2022 PSP award vested at 20%, as a result
of which he received 1,387 share options, with a value at the end of the vesting period of £10,181.
Directors’ shareholdings (audited)
The interests in the Company’s ordinary shares of the Directors in office at 31 March 2026, including their connected
persons, were:
Shares Options
Name
Current
shareholding
SIP shares
(available to
withdraw)
SIP shares
(not available
to withdraw)
With
performance
measures
Without
performance
measures
Vested but not
exercised
Exercised
during the year
Brendan Mooney 10,736,558 5,199 620 18,586 575 1,350 117,496
Richard McCann 4,631,476 4,048 620 84,799 575 131,819 544
Rosaleen Blair 10,000 N/A N/A N/A N/A N/A N/A
Shruthi Chindalur – 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
James Kidd – N/A N/A N/A N/A N/A N/A
Dividend equivalent payments are not made in respect of options held.
No other changes in the Directors’ interests took place between 31 March 2026 and 30 April 2026.
Share ownership guideline for Executive Directors
The Remuneration Committee has guidelines for the value of the Executive Directors’ shareholdings in Kainos. A minimum
shareholding requirement of 200% of annual salary, over a four-year period, applies. In addition, Executive Directors are
required to retain shares post-employment equal to 200% of annual salary (or their actual shareholding on departure if that
is lower) for a minimum of two years post-employment.
Shareholding
requirement
(% of salary)
Shareholding
requirement met
Brendan Mooney 200% Yes
Richard McCann 200% Yes
Russell Sloan 200% Note 1
(1) Russell Sloan is required to retain shares held on stepping down as CEO for a two-year period from his termination date.
There is no shareholding guideline for the Non-Executive Directors.
The shareholding requirement has been assessed in relation to the annual base salaries of Executive Directors as at 31 March
2026 and a closing share price of £7.30 on that date.
The following shares count towards the required holding amount:
• shares owned by the Executive Directors in their own name; and
• SIP shares which are available to withdraw.
Unvested or unexercised awards under our share plans do not count towards the ownership target.
Kainos Annual Report 2026
104
Corporate Governance
Annual Report on Remuneration continued
Malus and clawback
The Company has not used its malus and clawback provisions during the year ended 31 March 2026.
Performance graphs and comparator tables
The Board believes that the FTSE techMARK All-Share Index provides the best benchmark for comparing the Company’s
performance. It is also the index we use as a performance criterion for PSPs.
Our TSR performance against the FTSE techMARK All-Share Index TSR, from the date of IPO in July 2015 to the end of
31 March 2026, is shown below. The Kainos share price and the FTSE techMARK All-Share Index are both rebased to 100
at the start of the period.
Kainos TSR performance against FTSE techMARK All-Share Index
Total shareholder return (rebased to 100)
Jul 15
Jan 16
Jul 16
Jan 17
Jul 17
Jan 18
Jul 18
Jan 19
Jul 19
Jan 20
Jul 20
Jul 21
Jan 21
Jan 22
Jan 23
Jul 22
Jan 24
Jul 23
Jan 25
Jul 24
Jan 26
Jul 25
Kainos Group plc TSR FTSE techMARK All-Share TSR
Rebased TSR since IPO
0.0
200.0
400.0
600.0
800.0
1,000.0
1,200.0
1,400.0
1,600.0
1,800.0
CEO remuneration (10-year analysis)
The table below sets out the CEO’s total remuneration over the last 10 years, valued using the methodology applied to the
single total figure of remuneration.
CEO single figure of
total remuneration
(£000s)
Annual bonus
pay-out against
maximum (%)
Long-term incentive
vesting rates
against maximum
opportunity (%)
2026 443 56 20
2025
(1)
455 20 37
2024
(1)
572 35 100
2023 580 54 100
2022 645 59 100
2021 591 65 100
2020 683 51 100
2019 1,036 65 96
2018 423 53 N/A
2017 399 46 N/A
(1) CEO remuneration is the total remuneration for the role of CEO. For FY24 and FY25 it includes remuneration for Brendan Mooney and Russell Sloan as per the single
table of remuneration.
105
Kainos Annual Report 2026
CEO to employee pay ratio
The following table sets out the ratio of the CEO’s latest single total figure of remuneration versus UK full-time equivalent (FTE)
employees’ remuneration.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2026 A 9.9:1 6.3:1 4.5:1
2025 A 11.4:1 7.0:1 4.9:1
• The Committee has adopted option A as its preferred method for calculating the pay ratio for the year ended 31 March 2026.
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 of remuneration.
• For 2025, the total single figure used to derive the CEO pay ratio is a combination of the two individuals in position of CEO
during the year.
• The wages and salaries figures for the median, 25th and 75th percentile employees used in the pay ratio calculation are as
follows:
Y25 Y50 Y75
Wages and salaries £45k £71k £99k
Percentage change in remuneration
The tables below show the percentage change in remuneration for each Director and all UK employees, for both the current
and prior periods. The Committee considers the comparator group of all UK employees to be representative of Kainos as a
whole and a global comparator group would not result in a material variance.
Executive Directors
Percentage increase in remuneration in 2026 compared with remuneration in 2025:
Brendan Mooney
(2)
Richard McCann Employees
Salary and fees
(1)
226.3% 0% 4.7%
All taxable benefits 229.4% (2.1%) 5.8%
Annual bonuses 1065.1% 254.3% 86.1%
(1) Executive Directors’ salary movements calculated using the single total figure of remuneration.
(2) Brendan Mooney’s remuneration for FY25 is from his reappointment as CEO on 11 December 2024.
The percentage growth in Brendan Mooney’s remuneration in FY26 reflects his reappointment as CEO on 11 December 2024,
with the FY25 comparative therefore including less than four months’ remuneration. The percentage growth in bonus
payments for both the Executive Directors also reflects the significant improvement in the Group’s financial performance in
FY26, which resulted in bonuses of 84% of salary for Brendan Mooney and 72% of salary for Richard McCann. In FY25, they
received bonuses of 23% and 20% of salary respectively, with Brendan’s also being pro-rated for the period he was in the
CEO role in that year.
Percentage increase in remuneration in 2025 compared with remuneration in 2024:
Brendan Mooney
(2)
Richard McCann Russell Sloan
(3)
Employees
Salary and fees
(1)
(38.9%) 1.5% 39.5% 11.3%
All taxable benefits 0.0% 0.0% N/A 9.7%
Annual bonuses (75.8%) (61.4%) (49.5%) (45.3%)
(1) Executive Directors’ salary movements calculated using the single total figure of remuneration.
(2) Remuneration included for Brendan Mooney from his reappointment as CEO on 11 December 2024.
(3) Remuneration included for Russell Sloan up to 11 December 2024, when he stepped down as CEO.
Kainos Annual Report 2026
106
Corporate Governance
Annual Report on Remuneration continued
Non-Executive Directors
Percentage increase in remuneration in 2026 compared with remuneration in 2025:
(1)
Rosaleen Blair
(2)
Katie Davis James Kidd
(3)
Shruthi Chindalur
(4)
Employees
Salary and fees 40% 2.9% 12.3% N/A 4.7%
All taxable benefits – – – N/A 5.8%
Annual bonuses – – – N/A 86.1%
(1) Calculated using the single total figure of remuneration table.
(2) Rosaleen Blair was appointed Chair of the Board on 24 September 2024 and received the Chair’s fee from that date.
(3) James Kidd was appointed Senior Independent Director and Chair of the Audit & Risk Committee on 24 September 2024 and received additional fees for those roles
from that date.
(4) Shruthi Chindalur was appointed to the Board on 24 September 2025.
Percentage increase in remuneration in 2025 compared with remuneration in 2024:
(1)
Rosaleen Blair
(2)
Katie Davis James Kidd
(3)
Andy Malpass
(4)
Tom Burnet
(4)
Employees
Salary and fees 100.0% 17.2% 192.0% (50.0%) (39.0%) 11.3%
All taxable benefits – – – – – 9.7%
Annual bonuses – – – – – (45.3%)
(1) Calculated using the single total figure of remuneration table.
(2) Rosaleen Blair was appointed Chair of the Board on 24 September 2024 and received the Chair’s fee from that date.
(3) James Kidd was appointed Senior Independent Director and Chair of the Audit & Risk Committee on 24 September 2024 and received additional fees for those roles
from that date.
(4) Tom Burnet and Andy Malpass retired from the Board on 24 September 2024.
Relative importance of spend on pay
As a digital technology business with a growth strategy focused on organic development, our primary costs are related to our
employees. The profit, corporation tax and dividend figures have been included to provide greater context to staff
remuneration.
2026
(£000s)
2025
(£000s)
Change
(£000s)
Change
%
Staff remuneration 273,861 259,119 14,742 6%
Profit before tax 58,111 48,640 9,471 19%
Corporation tax 15,611 13,080 2,531 19%
Effective tax rate 27% 27% – –%
Dividends paid 34,632 35,748 (1,116) (3)%
Share buyback programme 56,210 22,785 33,425 147%
107
Kainos Annual Report 2026
Directors’ remuneration for the year commencing 1 April 2026
Salary Annual salary reviews for the Executive Directors take place in June each year and any change
to their salaries for the remainder of FY27 will therefore be disclosed in next year’s annual report.
The Remuneration Committee will continue to monitor the remuneration of Executive Directors
against other companies in the IT sector and other listed companies with similar market
capitalisation, to ensure that the Executive Directors remain sufficiently rewarded to promote
long-term success. The Remuneration Committee will also consider salary increases across the
wider workforce.
Benefits There is no expected change to the value of Executive Directors’ benefits in the year commencing
1 April 2026.
Pension There is no expected change to the value of Executive Directors’ pension contributions in the year
commencing 1 April 2026.
Annual bonus Annual bonus for the year commencing 1 April 2026 will be determined by the policy disclosed in
this report. Executive Directors will defer one-third of the annual bonus payable in June 2027 for
three years.
The targets for the annual bonus for FY27 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 2027 Annual Report.
Long-term incentives The Remuneration Committee intends to make further performance share awards in mid-2026.
These will be made in line with the Remuneration Policy. The Committee will determine the levels,
performance conditions, weighting and growth targets to be applied at the time of award and
disclose them in the 2026 Annual Report.
Non-Executive Director
remuneration
The Non-Executive Directors’ annual fees are set out in the ‘Remuneration Policy’ section of this
report. These fees are unchanged compared with the prior year.
On behalf of the Board
Katie Davis
Chair of the Remuneration Committee
15 May 2026
Kainos Annual Report 2026
108
Corporate Governance
DIRECTORS’
REPORT
The Directors present their report and
the audited financial statements for Kainos
Group plc (company number 09579188)
for the year ended 31 March 2026. These
will be laid before the shareholders at the
AGM to be held on 22 September 2026.
The Corporate Governance Report is
incorporated by reference into this
Directors’ Report.
Forward-looking statements
All sections of the Annual Report contain
certain forward-looking statements which,
by their nature, involve risk and uncertainty.
The forward-looking statements are based
on the knowledge and information available
at the date of preparation and on what are
believed to be reasonable judgements.
A wide range of factors may cause the
actual results to differ materially from those
contained within, or implied by, these
forward-looking statements.
The forward-looking statements should not
be construed as a profit forecast.
Other statutory disclosures
In accordance with Section 414C (11) of the
Companies Act 2006, to the extent they are
not addressed in the Directors’ Report, the
disclosures relating to the following matters
are included in the Strategic Report:
• environmental matters (including
greenhouse gas emissions and the
impact of the Group’s business on the
environment) – pages 30 to 39;
• financial performance, position and
dividends – pages 54 to 59;
• the Group’s employees (including equal
opportunities, gender diversity and
employee engagement) – pages 40 to 45;
• details of research and development
activities – page 29; and
• social, community and human rights
issues – pages 46 to 51.
Information on the Group’s financial
instruments and risk management
objectives and policies, including our policy
for hedging is provided in note 26 of the
financial statements.
Directors
The Directors who held office during
the year are detailed within the Corporate
Governance Report.
Political donations
No political donations were made during the
year ended 31 March 2026 (2025: £Nil).
Off-balance sheet arrangements
There are no off-balance sheet
arrangements. Details of the trusts relating
to Kainos’ share incentive plans are set out
in note 24 to the consolidated financial
statements. The shares held by the trust
rank pari passu with all the other shares in
issue and have no special rights.
109
Kainos Annual Report 2026
Information required by the Listing Rules
For the purposes of LR9.8.4C R, the information required to
be disclosed by LR9.8.4 R can be found in the following
locations:
Section topic Location
1 Interest capitalised Not applicable
2 Publication of unaudited
financial information
Not applicable
4 Details of long-term incentive
schemes
Directors’
Remuneration Report
5 Waiver of emoluments
by a Director
Not applicable
6 Waiver of future emoluments
by a Director
Not applicable
7 Non-pre-emptive issues of
equity for cash
Not applicable
8 Section (7) in relation to major
subsidiary undertakings
Not applicable
9 Parent participation in a
placing by a listed subsidiary
Not applicable
10 Contracts of significance Directors’ Report
11 Provision of services by a
controlling shareholder
Not applicable
12 Shareholder waivers of dividends Not applicable
13 Shareholder waivers of
future dividends
Not applicable
14 Agreements with controlling
shareholders
Not applicable
Share capital and Articles of Association
Details of the called-up and fully paid share capital are
set out in note 23 to the consolidated financial statements.
The rights and obligations attaching to the shares and the
powers of the Directors are set out in the Articles of
Association, copies of which can be obtained from
Companies House. There are no restrictions on the voting
rights attached to the shares and no person holds securities
carrying special rights regarding control.
Authority to purchase own shares
Kainos holds a general authority to purchase up to
12,095,395 ordinary shares in the market. This represented
approximately 10% of Kainos’ issued share capital as at
14 August 2025, as approved by shareholders at the 2025
AGM. The Company announced two share buyback
programmes in FY26, details of which can be found
in the Financial Review on page 57.
A similar authority will be requested at the forthcoming AGM,
again limited to a maximum of 10% of the issued share
capital. The Board intends to exercise this authority only if it
believes it will lead to an increase in earnings per share for
the remaining shareholders.
Appointment and replacement of Directors
The appointment and replacement of Directors is governed
by the Articles of Association and the Nominations
Committee’s terms of reference. The Articles of Association
may be amended by a special resolution.
Directors’ indemnities
At the date of this Directors’ Report, indemnities are in force
under which Kainos has agreed to indemnify the Directors
and the Company Secretary to the extent permitted by law,
and by Kainos Group plc’s Articles of Association in respect
of losses arising in their capacity as Director or officer of any
member of the Kainos Group.
Directors’ and officers’ liability insurance
Kainos has purchased and maintained throughout the year
Directors’ and officers’ liability insurance in respect of itself
and its Directors and officers.
Conflicts of interest
At the beginning of each Board meeting, the Directors are
reminded of their obligations to identify, declare and manage
actual or potential conflicts of interest. The Articles of
Association set out the process for the Directors to consider
and, if they deem fit, authorise such conflicts. Any conflict
would be recorded in the Board minutes and on a register
maintained for annual review by the Nominations Committee
and the Board.
No conflicts arose in the year ended 31 March 2026.
Kainos Annual Report 2026
110
Corporate Governance
Directors’ Report continued
Disclosure of information to auditor
The Directors who held office at the date of approval of the
Directors’ Report confirm that, so far as they are each aware,
there is no relevant audit information of which the auditor is
unaware, and each Director has taken the steps that he or
she ought to have taken as a Director to ascertain any
relevant audit information and to establish that the auditor
is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Auditor
In accordance with Section 489 of the Companies Act 2006,
a resolution for the reappointment of KPMG as auditor of the
Company is to be proposed at the forthcoming AGM.
Significant agreements – change of control
Group companies are subject to certain customer contracts,
which require them to notify the customer of a change of
control of the Group. In some instances, this may allow the
customer to terminate its contracts with the Group. The
Directors are not aware of, and do not anticipate, any
circumstances where any customer would wish to trigger its
termination rights under such change of control provisions.
The only significant agreements with change of control
provisions are the share incentive plans. Under the CSOP,
SAYE and Polish share plans, on a change of control, options
and awards that have not lapsed would generally vest in full.
Awards under the PSP rules would also vest, subject to the
satisfaction of any performance conditions at the time, but
these would be time pro-rated.
Kainos is not party to any other significant agreements that
take effect, alter or terminate upon a change of control
following a takeover or upon a takeover bid.
Principal shareholders
Information provided to the Company pursuant to the
Financial Conduct Authority’s (FCA) Disclosure Guidance
and Transparency Rules (DTRs) is published on a Regulatory
Information Service and on the Company’s website. As at
31 March 2026, the following information had been received,
in accordance with DTR5, from holders of notifiable interests
in the Company’s issued share capital. It should be noted
that these holdings may have changed since notified to the
Company. The following have disclosed that they (including
persons closely connected, where appropriate) have an
interest in 3% or more of the issued ordinary share capital.
Investor
Ordinary
0.5p shares
% of issued
share capital
Qubis Limited 10,995,528 9.34
Brendan and Eileen Mooney 10,736,558 9.12
Baillie Gifford & Co 7,485,280 6.36
Liontrust Asset Management plc 5,910,090 5.02
Paul Gannon 6,125,533 5.20
Richard McCann 4,631,476 3.93
Dr. Brian Gannon 4,285,675 3.64
Going concern
Our business activities and position in our markets are
described in the Operational Review, Our Markets and Risk
factors and uncertainties sections of the Strategic Report.
The financial position, cash flows and liquidity position are
described in the Financial Review and the notes to the
consolidated financial statements. In addition, the notes to
the consolidated financial statements include our objectives,
policies and processes for managing our capital, our
financial risk management objectives and our exposures to
credit and liquidity risk.
Having reviewed the plans and projections for our business
and our current financial position, the Board believes that we
are well placed to manage our business risks successfully.
We have adequate financial resources, no borrowings, a good
level of recurring revenue and a broad spread of customers.
As a consequence, 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.
111
Kainos Annual Report 2026
Long-term viability
The full Viability Statement and the associated explanations
made in accordance with Provision 31 of the Code can be
found in the Strategic Report.
Directors’ responsibilities statement in respect
of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual
Report and the 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. The Directors have
elected to prepare the Company financial statements in
accordance with FRS 101 Reduced Disclosure Framework
and applicable law.
Under Company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Company and of the Group’s profit or loss for that year.
In preparing the Group and Company financial statements,
the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant, reliable and prudent;
• state whether applicable Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• assess the Group and Company’s ability to continue as
a going concern, disclosing, as applicable, matters related
to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Company or
to cease operations, or have no realistic alternative but
to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are
responsible for such internal controls as they determine 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 complies with that law and
those regulations.
In accordance with Disclosure Guidance and Transparency
Rule (“DTR”) 4.1.16R, the financial statements will form part
of the annual financial report prepared under DTR 4.1.17R
and 4.1.18R. The auditor’s report on these financial
statements provides no assurance over whether the annual
financial report has been prepared in accordance with those
requirements.
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.
Responsibility statement of the Directors in respect
of the Annual Financial Report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
We consider the Annual Report and Financial Statements,
taken as a whole, is fair, balanced, and understandable and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
This Directors’ Report was approved by the Board of
Directors on 15 May 2026 and is signed on its behalf by:
Rosaleen Blair
Chair
15 May 2026
Kainos Annual Report 2026
FINANCIAL
STATEMENTS
CONTENTS
113 Independent Auditor’s Report
to the members of Kainos Group plc
120 Consolidated income statement
120 Consolidated statement
of comprehensive income
121 Consolidated statement
of financial position
122 Consolidated statement
of changes in equity
123 Consolidated statement
of cash flows
124 Notes to the consolidated
financial statements
167 Company statement
of financial position
168 Company statement
of changes in equity
169 Notes to the Company
financial statements
Other information
172 Definition of terms
173 Company information
Financial Statements
112
113
Kainos Annual Report 2026
Independent Auditor’s Report to the Members of Kainos Group plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Kainos Group plc (‘the Company’) and its consolidated undertakings (‘the
Group’) for the year ended 31 March 2026 set out on pages  to , 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 related notes, including the material accounting policies set out
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 the preparation of the Group financial statements is UK Law,
UK-adopted international accounting standards and, as regards the Company financial statements, UK Law and UK
accounting standards, including FRS 101 Reduced Disclosure Framework.
In our opinion:
x the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as
at 31 March 2026 and of the Group’s profit for the year then ended;
x the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
x the Company financial statements have been properly prepared in accordance with FRS 101 Reduced
Disclosure Framework issued by the UK’s Financial Reporting Council; and
x the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We 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 appointed as auditor by the shareholders on 23 September 2021. The period of total uninterrupted
engagement is for the five financial years ended 31 March 2026. 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.
Conclusions relating to going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the
Group or the Company or to cease their operations, and as they have concluded that the Group and the Company’s
financial position means that this is realistic. They have also concluded that there are no material uncertainties that
could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of
approval of the financial statements (“the going concern period”).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity’s
ability to continue to adopt the going concern basis of accounting included:
x Obtaining an understanding of the inherent risks to the Group and Company's business model and analysed
how those risks might affect the Group and Company's financial resources or ability to continue operations
over the going concern period.
x Obtaining an understanding of the directors’ use of the going concern basis of preparation. This included
inspecting their going concern assessment and associated underlying forecasts and assumptions, and
performing inquiries of management and those charged with governance.
x Assessing the appropriateness of key assumptions made in the Group’s business plan, by comparing them
to historical performance and challenging the achievability of budgeted growth.
x Testing the clerical accuracy of the going concern model including the data used in stress testing.
x We also compared past budgets to actual results to assess the directors' track record of budgeting
accurately.
Kainos Annual Report 2026
114
Financial Statements Financial Statements
INDEPENDENT AUDITOR’S REPORT continued
to the members of Kainos Group plc
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
x We considered whether the going concern disclosure in note 3 to the Group financial statements gives an
appropriate and sufficient description of the directors' assessment of going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group or the Company’s ability to continue as a going
concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
In relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that
are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a
material uncertainty in this auditor's report is not a guarantee that the Group or the Company will continue in operation.
Detecting irregularities including fraud
We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements and risks of material misstatement due to fraud, using our understanding of the entity's industry,
regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment
procedures included:
x Inquiring with the directors and other management as to the Group and Company’s policies and procedures
regarding compliance with laws and regulations, identifying, evaluating and accounting for litigation and
claims, as well as whether they have knowledge of non-compliance or instances of litigation or claims.
x Inquiring of directors and the audit committee as to the Group and Company’s high-level policies and
procedures to prevent and detect fraud, as well as whether they have knowledge of any actual, suspected
or alleged fraud.
x Inquiring of directors regarding their assessment of the risk that the financial statements may be materially
misstated due to irregularities, including fraud.
x Inspecting the Group and Company’s regulatory and legal correspondence.
x Reading Board, Audit and Risk Committee, Remuneration Committee, Nominations Committee and
Approval Committee minutes.
x Performing planning analytical procedures to identify any unusual or unexpected relationships.
We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team.
Firstly, the Group and Company are 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 and Company are 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 fixed price contracts where there is an opportunity that an inappropriate amount is
estimated for inputs used to measure progress.
Further detail in respect of fraud risk in relation to the Group revenue recognition is set out in the key audit matter
disclosures in this report.
115
Kainos Annual Report 2026
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
In response to the fraud risks, we also performed procedures including:
x Identifying journal entries to test for all full scope components based on risk criteria and comparing the
identified entries to supporting documentation.
x Evaluating the business purpose of significant unusual transactions.
x Assessing significant accounting estimates for bias.
x Assessing the disclosures in the financial statements.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed non-compliance with laws and regulations
(irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible
for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, 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
(unchanged from 2025):
Group key audit matter
Revenue recognition £431.1m (2025: £367.2m)
Refer to Group note 3 material accounting policies (Revenue section), Group note 4 material accounting judgements
and key sources of estimation uncertainty (Key sources of estimation uncertainty section) and Group note 5 Segment
reporting.
The key audit matter How the matter was addressed in our audit
An overstatement of revenue could occur through
premature revenue recognition or recording fictitious
revenues, due to an incentive to achieve revenue
forecasts to meet investor expectations and in order to
achieve targets as part of performance-based
compensation arrangements.
There is an opportunity for fraud in relation to fixed price
contracts where an inappropriate amount is estimated for
inputs used to measure progress.
No fraud risk has been assessed over time and material
(‘T&M’) or Software as a Service (‘SaaS’) contracts due
to there being no significant judgement or estimation
involved, with the revenue recognised based on
approved time charged and contractual rates for T&M
and recognised evenly over the contracted term of the
SaaS contract.
Whilst we do not deem there to be a fraud risk over T&M
or SaaS revenue, all three steams of revenue are
potential key audit matters due to the size and volume of
transactions recorded and the related audit effort.
For the reasons outlined above the engagement team
determine this matter to be a key audit matter.
Our audit procedures included, amongst others:
— Control operation: We obtained and documented our
understanding of the process for recording the
recognition of revenue and tested the design and
implementation of the relevant control.
— Tests of detail: For fixed price contracts, we selected a
sample of contracts and assessed the level of
completion. Supporting evidence included the signed
contract, approved time records confirmed by the
appropriate person, invoices, evidence of customer
payment and discussions with project managers on
percentage completion as at 31 March 2026.
— For SaaS revenue, we selected a sample of transactions
and compared the recorded revenue amounts to the
underlying contracts to confirm the revenue was
recognised over the correct service period and in the
appropriate accounting period.
— For T&M revenue we utilised our internal IT specialist to
determine that the timesheet data once entered into the
system was reliable. We also sampled employee charge
out rates and agreeing these back to signed contracts.
We also tested a sample of revenue transactions to
invoice and customer payment together with discussions
with project managers in relation to specific large
projects.
— Tested a sample of deferred revenue and accrued
revenue balances to ensure they are in accordance with
the Group’s revenue recognition accounting policies.
Kainos Annual Report 2026
116
Financial Statements Financial Statements
INDEPENDENT AUDITOR’S REPORT continued
to the members of Kainos Group plc
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
The key audit matter How the matter was addressed in our audit
— We considered the Group’s revenue accounting policies
in accordance with the requirements of IFRS 15.
— We made enquiries of the directors’ and other
management and remained alert to the indicators of
fraud during the course of the audit.
— Disclosures: We assessed the disclosures presented in
the financial statements to explain revenue recognition,
including key sources of estimation uncertainty and
judgments being applied.
Our results
Based on evidence obtained, we found the amount of
revenue recognised to be appropriate.
Company key audit matter
Investment in subsidiaries – carrying value £9.0m (2025: £9.0m)
Refer to Company note 2 material accounting policies (Investment in subsidiaries section) and Company note 4
Investments in subsidiaries.
The key audit matter How the matter was addressed in our audit
The Company holds an investment of £9.0m in
subsidiary undertakings and is accounted for at cost less
any provision made for impairment.
The recoverability of the investments in subsidiaries is
not at high risk of significant misstatement or subject to
significant judgement. However, due to their materiality in
the context of the Company financial statements this is
considered to be the area that had the greatest effect on
our overall audit of the Company.
For the reasons outlined above the engagement team
determine this matter to be a key audit matter.
Our procedures included, amongst others:
— Tests of detail: We considered management’s
assessment of impairment indicators over the
investment in subsidiaries.
— We compared the carrying amount of 100% of the
amounts included in investments in subsidiaries with the
respective subsidiaries’ net assets values to identify
whether the net assets values, being an approximation
of their minimum recoverable amount, were in excess of
the carrying amount.
— We considered the Group’s market capitalisation to the
book value of the investments in subsidiaries which
indicated that the market capitalisation exceeded the
book value by £0.9 billion as at 31 March 2026.
Our results
The results of our testing were satisfactory and we found the
carrying amount of the investments in subsidiaries to be
acceptable.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £3.0m (2025: £2.9m), determined with reference to
a benchmark of Group profit before tax, normalised to exclude acquisition related costs and post-combination
remuneration expenses of £2.3m (2025: acquisition related costs, post-combination remuneration expenses and one off
restructuring costs of £10.2m), of which it represents 5% (2025: 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 acquired 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 £0.9m (2025: £1.1m), determined with reference
to benchmarks of Company total assets (2025: total assets), of which it represents 1% (2025: 1%). In line with our audit
methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in
individual account balances add up to a material amount across the financial statements as a whole.
117
Kainos Annual Report 2026
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
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:
x the Group has no external debt; and
x the stability of the business environment in which it operates.
We applied Group materiality to assist us determine the overall audit strategy.
Performance materiality was set at at 75% (2025: 75%) of materiality for the financial statements as a whole, which
equates to £2.3m (2025: £2.2m) for the Group and £0.6m (2025: £0.8m) 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:
x the low number and value of misstatements detected in the prior year financial statement audit;
x the low number and severity of deficiencies in control activities identified in the prior year financial statement
audit; and
x the stability in the senior management and key financial reporting personnel over the last four years.
We applied performance materiality to assist us determine what risks were significant risks and the procedures to be
performed.
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £150k (2025:
£147k), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s 35 (2025: 31) reporting components, we identified 2 (2025: 2) quantitatively significant components.
Additionally, having considered qualitative and quantitative factors, we selected 7 (2025: 7) components with accounts
contributing to the specific risk of material misstatements of the Group financial statements.
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 84% (2025: 85%) of Group revenue and 89% (2025: 93%)
Group total assets.
The remaining 16% (2025: 15%) of total Group revenue and 11% (2025: 7%) of total Group assets is represented by 26
(2025: 22) reporting components, none of which individually represented more than 5% (2025: 4%) of any of total Group
revenue or total Group assets. For the residual components, we performed analysis at an aggregated group level to re-
examine our assessment that there were no risk of material misstatement within these.
Our audit was undertaken to the materiality and performance materiality level specified above and was all performed by
a single engagement team in Belfast.
We have nothing to report on the other information in the annual report
The directors are responsible for the other information presented in the Annual Report together with the financial
statements. The other information comprises the information included in the strategic report, the directors’ report and
corporate governance sections of the annual report. The financial statements and our auditor’s report thereon do not
comprise part of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
Strategic report and directors' report
Based solely on our work on the other information undertaken during the course of the audit:
x we have not identified material misstatements in the directors’ report or the strategic report;
x in our opinion, the information given in the strategic report and the directors’ report is consistent with the
financial statements;
x in our opinion, the strategic report and the directors’ report have been prepared in accordance with the
Companies Act 2006.
Kainos Annual Report 2026
118
Financial Statements Financial Statements
INDEPENDENT AUDITOR’S REPORT continued
to the members of Kainos Group plc
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
x Directors' statement with regards the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page ;
x Directors’ explanation as to their assessment of the Group's prospects, the period this assessment covers
and why the period is appropriate set out on page ;
x Director’s statement on whether it has a reasonable expectation that the Group will be able to continue in
operation and meets its liabilities set out on pages  and ;
x Directors' statement on fair, balanced and understandable and the information necessary for shareholders
to assess the Group's position and performance, business model and strategy set out on page ;
x Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the
disclosures in the annual report that describe the principal risks and the procedures in place to identify
emerging risks and explain how they are being managed or mitigated set out on pages  to ;
x Section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on pages  to ; and
x Section describing the work of the audit committee set out on pages  to .
Based solely on our work on the other information described above:
x with respect to the Corporate Governance Statement disclosures about internal control and risk
management systems in relation to financial reporting processes and about share capital structures:
- we have not identified material misstatements therein; and
- the information therein is consistent with the financial statements and has been prepared in
accordance with the applicable legal requirements; and
x in our opinion, the Corporate Governance Statement has been prepared in accordance with relevant rules
of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
We are also required to report to you if a corporate governance statement has not been prepared by the Company. We
have nothing to report in these respects.
We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
x adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
x the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
x certain disclosures of directors’ remuneration specified by law are not made; or
x we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
Respective responsibilities and restrictions on use
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page, 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 or the Company or to cease operations, or have no realistic alternative
but to do so.
119
Kainos Annual Report 2026
Independent Auditor’s Report to the Members of Kainos Group plc (continued)
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud, other irregularities or error, and to issue an opinion in an auditor’s report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other
irregularities or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure
Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the
annual financial report has been prepared in accordance with those requirements.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as
a body, for our audit work, for this report, or for the opinions we have formed.
15 May 2026
Niall Savage (Senior Statutory Auditor)
for and on behalf of
KPMG, Statutory Auditor
Chartered Accountants
The Soloist Building
1 Lanyon Place
Belfast
BT1 3LP
Kainos Annual Report 2026
120
Financial Statements Financial Statements
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2026
20262025
CONTINUING OPERATIONS
Note
(£000s)(£000s)
REVENUE
5
431,098
367,246
Cost of sales
5
(232,190)
(191,337)
GROSS PROFIT
5
198,908
175,909
OPERATING EXPENSES
Restructuring costs
22
–
(8,411)
Other operating expenses
(144,291)
(125,643)
TOTAL OPERATING EXPENSES
(144,291)
(134,054)
Impairment gain (including amounts recovered) on trade receivables
and accrued income
26
155
678
OPERATING PROFIT
6
54,772
42,533
Finance income
7
3,722
6,440
Finance expense
7
(383)
(333)
PROFIT BEFORE TAX
58,111
48,640
Income tax expense
9
(15,611)
(13,080)
PROFIT FOR THE YEAR
42,500
35,560
EARNINGS PER SHARE
Basic
11
35.5p
28.4p
Diluted
11
35.1p
28.2p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2026
20262025
(£000s)(£000s)
PROFIT FOR THE YEAR
42,500
35,560
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS:
Foreign operations – foreign currency translation differences
869
(1,595)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
43,369
33,965
121
Kainos Annual Report 2026
Financial Statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2026
20262025
Note(£000s)(£000s)
NON-CURRENT ASSETS
Goodwill
12
44,255
37,313
Other intangible assets
12
8,869
4,239
Investment property
14
3,904
–
Property, plant and equipment
13
13,139
12,145
Right-of-use assets
16
5,182
4,718
Investments in equity instruments
1,299
1,299
Deferred tax asset
18
4,890
4,911
81,538
64,625
CURRENT ASSETS
Trade and other receivables
17
55,732
38,520
Prepayments
17
7,660
7,553
Accrued income
17
39,530
22,673
Cash and cash equivalents
19
82,806
128,288
Treasury deposits
19
6,247
5,399
191,975
202,433
TOTAL ASSETS
273,513
267,058
CURRENT LIABILITIES
Trade payables and accruals
21
(76,495)
(54,269)
Deferred income
21
(60,793)
(46,358)
Share buyback liability
23
(761)
–
Current tax liabilities
21
(8,706)
(2,526)
Other tax and social security
21
(15,456)
(11,452)
Lease liabilities
20
(1,239)
(1,246)
Provisions
22
–
(5,388)
(163,450)
(121,239)
NON-CURRENT LIABILITIES
Provisions
22
(1,582)
(1,546)
Deferred tax liability
18
(3,125)
(1,976)
Lease liabilities
20
(4,897)
(4,312)
(9,604)
(7,834)
TOTAL LIABILITIES
(173,054)
(129,073)
NET ASSETS
100,459
137,985
EQUITY
Share capital
23
589
618
Share premium account
10,647
9,481
Other reserves
23
7,372
3,562
Share-based payment reserve
41,823
36,907
Shares held to be cancelled
23
(2,612)
(1,431)
Translation reserve
(761)
(1,630)
Retained earnings
43,401
90,478
TOTAL EQUITY
100,459
137,985
These financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026. They were
signed on its behalf by:
Richard McCann
Director
15 May 2026
Kainos Annual Report 2026
122
Financial Statements Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2026
Shares Other Share-based
Share held to beShare reserves payment Translation Retained
capital
cancelled
(13)
premium(note 23)reservereserveearningsTotal equity
(£000s)(£000s)(£000s)(£000s)(£000s) (£000s)(£000s)(£000s)
BALANCE AT 31 MARCH 2024
629
–
9,419
3,548
31,228
(35)
112,024
156,813
Profit for the year
–
–
–
–
–
–
35,560
35,560
Other comprehensive income
–
–
–
–
–
(1,595)
–
(1,595)
Total comprehensive income for the year
–
–
–
–
–
(1,595)
35,560
33,965
Equity-settled share-based payment
–
–
–
–
5,679
–
–
5,679
Current tax for equity-settled share-
based payments
–
–
–
–
–
–
21
21
Deferred tax for equity-settled
share-based payments
–
–
–
–
–
–
(25)
(25)
Issue of share capital –
share options exercised
3
–
62
–
–
–
–
65
Share buyback programme
–
(22,785)
–
–
–
–
–
(22,785)
Shares cancelled
(14)
21,354
–
14
–
–
(21,354)
–
Dividends
–
–
–
–
–
–
(35,748)
(35,748)
BALANCE AT 31 MARCH 2025
618
(1,431)
9,481
3,562
36,907
(1,630)
90,478
137,985
Profit for the year
–
–
–
–
–
–
42,500
42,500
Other comprehensive income
–
–
–
–
–
869
–
869
Total comprehensive income for the year
–
–
–
–
–
869
42,500
43,369
Equity-settled share-based payment
–
–
–
–
4,916
–
–
4,916
Current tax for equity-settled
share-based payments
–
–
–
–
–
–
84
84
Issue of share capital –
share options exercised
3
–
1,166
–
–
–
–
1,169
Issue of shares as purchase consideration
2
–
–
3,776
–
–
–
3,778
Share buyback programme
–
(56,210)
–
–
–
–
–
(56,210)
Shares cancelled
(34)
55,029
–
34
–
–
(55,029)
–
Dividends
–
–
–
–
–
–
(34,632)
(34,632)
BALANCE AT 31 MARCH 2026
589
(2,612)
10,647
7,372
41,823
(761)
43,401
100,459
(13) Shares purchased as part of the share buyback programme due to be cancelled.
(14) £32.3 million relates to exercised or lapsed options or fully vested free share awards and is considered distributable.
(14)
123
Kainos Annual Report 2026
Financial Statements
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2026
2025
2026
(Restated)
(15)
Note(£000s)(£000s)
CASH FLOWS FROM OPERATING ACTIVITIES
PROFIT FOR THE YEAR
42,500
35,560
Adjustments for:
Finance income
7
(3,722)
(6,440)
Finance expense
7
383
333
Tax expense
9
15,611
13,080
Research & Development Expenditure Credit
(6,032)
(5,073)
Share-based payment expense
24
5,373
5,930
Depreciation of property, plant and equipment
13
3,278
3,381
Depreciation of right-of-use assets
16
1,287
1,277
Amortisation of intangible assets
12
1,302
836
Gain on disposal of property, plant and equipment
(121)
–
Post-acquisition remuneration settled by shares
445
–
(Decrease)/increase in provisions
22
(5,379)
5,392
OPERATING CASH FLOWS BEFORE MOVEMENTS IN WORKING CAPITAL
54,925
54,276
(Increase)/decrease in trade and other receivables
(26,316)
11,795
Increase in trade and other payables
38,818
5,703
CASH GENERATED FROM OPERATING ACTIVITIES
67,427
71,774
Income taxes paid
(9,684)
(12,967)
NET CASH FROM OPERATING ACTIVITIES
57,743
58,807
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
3,455
6,027
Purchases of property, plant and equipment
13
(8,041)
(3,369)
Proceeds from sale of property, plant and equipment
125
–
Proceeds from sale of investment property
14
–
6,200
Amounts placed on treasury deposit
19
(848)
(996)
Acquisition of subsidiaries net of cash acquired
28
(7,859)
–
NET CASH (USED)/FROM IN INVESTING ACTIVITIES
(13,168)
7,862
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
10
(34,632)
(35,748)
Share buyback programme
23
(55,682)
(22,552)
Interest paid
(383)
(333)
Repayment of lease liabilities
20
(1,183)
(1,121)
Proceeds on issue of shares
1,169
65
NET CASH USED IN FINANCING ACTIVITIES
(90,711)
(59,689)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(46,136)
6,980
Cash and cash equivalents at beginning of year
128,288
121,558
Effect of exchange rate fluctuations on cash held
654
(250)
CASH AND CASH EQUIVALENTS AT END OF YEAR
19
82,806
128,288
(15) The consolidated statement of cash flows for FY25 did not correctly include research & development expenditure credit of £5.1 million as an adjustment (add back) to profit
to arrive at operating cash flows before movements in working capital. Previously this amount was presented within movements in working capital. The impact is to
increase operating cash flows before movements in working capital by £5.1 million, increase movement in trade and other receivables by £0.9 million and increase
movement in trade and other payables by £4.2 million. These have been corrected and the consolidated statement of cash flows has been restated.
Kainos Annual Report 2026
124
Financial Statements Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information and basis of preparation
Kainos Group plc (‘the Company’) is a public company limited by shares incorporated in the United Kingdom under the
Companies Act 2006 and is registered in England and Wales (company registration number 09579188), having its registered
office at 21 Farringdon Road, 2nd Floor, London EC1M 3HA. The Company is listed on the London Stock Exchange.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’).
The parent Company financial statements present information about the Company as a separate entity and not about
its Group.
The Group financial statements have been prepared and approved by the Directors in accordance with UK-adopted
International Accounting Standards (‘UK-Adopted IFRS’). The Company has elected to prepare its parent Company financial
statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS101’). The financial
statements are presented in Pounds Sterling, generally rounded to the nearest thousand.
The Group financial statements are prepared on a historical cost basis except for the following items which are measured at
fair value or grant date fair value:
• share-based payment arrangements;
• investment property;
• business combinations; and
• equity investments that are in the scope of IFRS9.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
consolidated financial statements and have been applied consistently by the Group other than those detailed in changes in
accounting policies.
The financial statements were authorised for issue by the Directors on 15 May 2026.
2. Adoption of new and revised standards
In the current year, the Group and Company have applied a number of amendments for UK-adopted IFRS that are effective for
an accounting period that begins on or after 1 January 2025.
Amendments to IAS 21 – Lack of Exchangeability (effective date 1 January 2025).
This adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.
New and revised UK-adopted IFRS in issue but not yet effective
The following UK-adopted IFRSs have been issued but have not been applied by the Group and Company in these financial
statements. Their adoption is not expected to have a material effect in the financial statements.
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
(effective date 1 January 2026).
Annual Improvements to IFRS Accounting Standards – Volume 11 (effective date 1 January 2026).
IFRS 18 Presentation and Disclosure in Financial Statements (effective date 1 January 2027).
125
Kainos Annual Report 2026
2. Adoption of new and revised standards continued
New and revised UK-adopted IFRS in issue but not yet effective continued
The impact of the following is under assessment:
IFRS18 Presentation and disclosure in financial statements
IFRS18 Primary Financial Statements, will replace IAS1 Presentation of Financial Statements, and will become effective in the
Group financial statements for the financial year ending 31 March 2028, subject to UK endorsement.
The new standard introduces the following key new requirements.
• Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the
operating, financing, discontinued operations and income tax categories. Entities are also required to present a newly-
defined operating profit subtotal. Entities’ net profit will not change.
• Management defined performance measures (MPMs) are disclosed in a single note in the financial statements.
• Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows
when presenting operating cash flows under the indirect method.
The Group is in the process of assessing the impact of the new standard, particularly with respect to the structure of the
Group’s consolidated income statement, the statement of cash flows and the additional disclosures required for MPMs. The
Group is also assessing the impact on how information is grouped in the financial statements, including for items currently
labelled as ‘other’.
3. Material accounting policies
Going concern
The financial statements have been prepared on a going concern basis. The Group’s business activities, together with the
factors likely to affect its future development, performance and position are summarised in the Strategic Report. The principal
risks, uncertainties and risk management processes are also described in the Strategic Report. The Group’s policies and
objectives with regards to financial risk management are further described in note 26 of the financial statements.
The Directors, having reviewed the future plans and projections for the business and the current financial position, believe that
the Group is well placed to manage its business risks successfully. It has adequate financial resources, no borrowings, a good
level of recurring revenue and a broad spread of customers.
In reaching its conclusion on the going concern assessment, the Directors also considered the findings of the work performed
to support the long-term viability of the Company and Group. The Group’s Viability Statement is included within the Strategic
Report. The viability review included sensitivity analysis on the future performance and solvency over three years and for the
principal and emerging risks facing the business in severe but plausible scenarios.
In performing this assessment, our long-term strategy and focus, the demand for our products and services, the level of
recurring revenue and strong customer retention, the track record of strong cash generation and a healthy cash balance with
no debt from financial institutions were all taken into consideration. Consideration was also given to the risks of regional and
political changes in our main markets. Based on the results of this assessment, the Directors had a reasonable expectation
that should these risks, either all or in part, manifest themselves, the resulting adverse outcomes can be managed and
mitigated, such that the Group and Company will be able to continue in operation and meet their liabilities as they fall due over
the period of their assessment. In doing so, they note that such future assessments are subject to a level of uncertainty that
increases with time and, therefore, future outcomes cannot be guaranteed or predicted with certainty.
As a consequence of these factors and having reviewed the forecasts for the coming year, the Directors have a reasonable
expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable
future, being a period of not less than 12 months from the date these financial statements are authorised. For this reason, they
continue to adopt the going concern basis of accounting in preparing our financial statements.
Shares held to be cancelled
Shares purchased as part of the share buyback programme, not cancelled at the reporting date. Shares purchased for
cancellation are included in the shares held to be cancelled reserve until cancellation, at which point the consideration is
transferred to retained earnings, and the nominal value of the shares is transferred from share capital to the capital
redemption reserve.
Kainos Annual Report 2026
126
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
3. Material accounting policies continued
Functional and presentational currency
These consolidated financial statements are presented in Pounds Sterling, which is the Company’s functional currency.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The
financial statements of subsidiaries are included in the consolidated financial statements from the date on which control
commences until the date on which control ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction
gains or losses) arising from intra-group transactions, are eliminated.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition
date fair value, and the amount of any non-controlling interests in the acquiree. The acquiree’s identifiable assets, liabilities
and contingent liabilities that meet the conditions for recognition under IFRS3 Business Combinations are recognised at their
fair values at the acquisition date.
Any deferred and contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay
contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured,
and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each
reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
Deferred and contingent consideration that is assessed as being payment for post-combination services (remuneration) is
expensed as incurred in the post-combination period.
Acquisition-related costs, other than those associated with the issue of debt or equity securities, are expensed as incurred and
included in operating expenses.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Identifiable
intangibles are those which can be sold separately, or which arise from contractual or legal rights regardless of whether
those rights are separable.
Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill
acquired in a business combination is allocated to the cash-generating unit which represents the lowest level within the Group
at which goodwill is monitored. Cash-generating units to which goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
127
Kainos Annual Report 2026
3. Material accounting policies continued
Revenue
Revenue is recognised to depict the transfer of promised services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those services. The Group has adopted the five-step approach to the
timing of revenue recognition based on performance obligations in customer contracts. This involves identifying the contract
with customers, identifying the performance obligations, determining the transaction price, allocating the price to the
performance obligations within the contract and recognising revenue when the performance obligations are satisfied.
Revenue from the Group’s activities is recognised as detailed below.
The Group recognises a contract asset (accrued income) when the value of the satisfied performance obligations is in excess
of the payment due to the Group or a contract liability (deferred income) when the amount of unconditional consideration is in
excess of the value of satisfied performance obligations. Once a right to receive consideration is unconditional, that amount is
recognised as a receivable.
Contract assets are represented by accrued income (note 17) and contract liabilities are represented by deferred income
(note 21).
Service revenue
Time and materials contracts
Contracts for the provision of software-related services generally tend to be ‘time and materials’ contracts whereby the
customer is contractually bound to pay for services for each hour or day spent in delivering a contractually agreed services
scope. These contracts typically have no payment milestones, refunds or bundling with other services or products. Such
services are recognised as a performance obligation satisfied over time in line with the chargeable ‘time and materials’ which
are allocated to the contracted project.
Fixed price contracts
Other contracts for the provision of software-related services are contracted on a fixed price basis. The Directors have
assessed that the stage of completion, determined as a proportion of the total hours expected for the project that has elapsed
at the end of the reporting period is an appropriate measure of progress towards complete satisfaction of the performance
conditions under IFRS15. This is reviewed on a monthly basis. Payment for services is not due from the customer unless
milestones have been achieved or the project is complete, therefore a contract asset is recognised over the period in which the
services are performed representing the Group’s right to consideration for the services performed to date. Where costs are
anticipated to be in excess of revenues an onerous contract will be recognised.
Support
Revenue relating to support services is recognised over time. The transaction price allocated to these services is recognised as
a contract liability at the time of the initial sales transactions and is released on a straight-line basis over the contracted term
in line with the estimated delivery of performance obligations.
Software as a Service (SaaS)
SaaS is charged on a subscription basis and the revenue is recognised pro-rata over the period that the service is provided.
Managed service subscription
Subscription revenue for the management of software applications for customers in the cloud is recognised pro-rata over the
period the service is provided.
Commission revenue
Commission income is earned when the Group secures orders for end-user access to Workday Adaptive Planning software.
The performance obligations are satisfied at the point the order is secured and revenue is recognised accordingly.
Third-party goods
Revenue from the sale of goods is recognised when control of the goods has transferred to the customer, usually on delivery
of the goods.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use
asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term
leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group
continues to recognise the lease payments mainly as an operating expense on a straight-line basis over the term of the lease
unless another systematic basis is more representative of the time pattern in which economic benefits of the lease are consumed.
Kainos Annual Report 2026
128
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
3. Material accounting policies continued
Leases continued
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease when it can be readily determined. If this rate cannot be readily
determined the Group uses its incremental borrowing rate, which is typically applied.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The lease liability is presented as separate line items in the consolidated statement of financial position.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• the lease term has changed or there is a significant event or change in circumstances resulting in a change in the
assessment, in which case the lease liability is remeasured by discounting the revised lease payments using a revised
discount rate;
• the lease payments change due to a change in expected payment under a guaranteed residual value, in which case
the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate; and
• a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using
a revised discount rate at the effective date of the modification.
Right-of-use asset
The right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or
before the commencement day, less any lease incentives received and plus any initial direct costs. It is subsequently measured
at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to restore the underlying asset to the condition required by the terms and
conditions of the lease, a provision is recognised at commencement of the lease and measured under IAS37. These costs are
included in the related right-of-use asset.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The
depreciation starts at the commencement date of the lease. The Group does not have any leases that include purchase
options or that transfer ownership of the underlying asset at the end of the lease term.
The Group applies IAS36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss
as described in the Property, Plant and Equipment policy.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated
at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and
presented within operating expenses.
Foreign operations
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
translated into Pounds Sterling at the exchange rates at the reporting date. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the
exchange rates at the date of transactions are used. Foreign currency differences are recognised in the statement of
comprehensive income and accumulated in the translation reserve until the foreign operation is disposed of, at which point the
relevant proportion of the accumulated amount is reclassified to profit or loss.
129
Kainos Annual Report 2026
3. Material accounting policies continued
Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions
attaching to them and that the grants will be received. Government grants that compensate the Group for expenses incurred
are recognised in profit and loss on a systematic basis in the periods in which the related costs for which the grants are
intended to compensate are recognised. The Group has elected to present grants related to income as a reduction to the
related expense within operating expenses.
Research and Development Expenditure Credits
Research and Development Expenditure Credits are accounted for as having the substance of a government grant and
accordingly this income is accounted for under IAS20 Accounting for Government Grants. The grants are recognised on the
basis of the fair value of claims made and are recognised within operating expenses in the profit or loss. A corresponding other
receivable is recognised at the time the grants are earned.
Retirement benefit costs
The Group operates two defined contribution pension schemes and the pension charge represents the amounts payable by
the Group to the funds in respect of the year. Differences between contributions payable in the year and contributions actually
paid are shown as either accruals or prepayments in the statement of financial position.
Taxation
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a
business combination, or items recognised directly in equity or in other comprehensive income.
A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that
there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount
expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported
by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination)
of other assets and liabilities in a transaction that at the time of the transaction i) affects neither the taxable profit nor the
accounting profit, and ii) does not give rise to equal taxable and deductible temporary timing differences.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where
the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the temporary difference can be utilised.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset
is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
Kainos Annual Report 2026
130
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
3. Material accounting policies continued
Property, plant and equipment
Property under construction is carried at cost, less any recognised impairment loss. Cost includes professional fees and, for
qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets,
determined on the same basis as other property assets, commences when the assets are ready for their intended use.
Property, plant and equipment assets are stated at cost less accumulated depreciation and accumulated impairment loss.
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and property under
construction) less their residual values over their useful lives, using the straight-line method, on the following bases:
Long-term leasehold property
2.5%
Leasehold improvements
Over the term of the lease up to five years
Fixtures and fittings
20%
Office equipment
25%–33%
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated to determine the extent of the impairment loss (if any).
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on the disposal or scrappage of an asset is determined as the
difference between the sales proceeds and the carrying amount of the asset, and is recognised in the income statement.
Investment property
Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit
or loss.
When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and
reclassified accordingly. Any gain arising on this remeasurement is recognised in profit or loss to the extent that it reverses a
previous impairment loss on the specific property, with any remaining gain recognised in other comprehensive income and
presented in the revaluation reserve.
Where the fair value of construction property cannot be reliably measured, it is carried at cost less any accumulated
impairment losses until the earlier of completion or the point at which fair value can be reliably measured.
Insurance
The Group has entered into arrangements to self-insure for professional indemnity, cyber and employment practices liability
through the establishment of a protected cell captive (‘PCC’). In accordance with IFRS10, the Group has assessed that the
PCC should be classified as a separate entity and that the Company controls the entity. Accordingly, the PCC has been
consolidated in these Group financial statements.
As the Group enters into self-insurance, in accordance with IAS37, the Group will recognise a provision when an event of loss
occurs, before the reporting date and only for obligations incurred. A provision is not recognised for future losses or costs
associated with self-insurance except for ‘qualifying costs’ related to events that have occurred before the reporting date.
Acquired intangible assets
Separately identified intangible assets acquired in a business combination are initially recognised at their fair value (which is
regarded as their cost). Intangible assets are subsequently stated at fair value or cost less accumulated amortisation and any
accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life of the asset.
The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying
value may not be recoverable.
Estimated useful lives typically applied are as follows:
• Customer relationships – over 2–15 years
• Order backlog – over 18–33 months
• Brand – over 3 years
131
Kainos Annual Report 2026
3. Material accounting policies continued
Internally generated intangible assets – research & development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from the development phase of an internal project)
is recognised if, and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date
when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can
be recognised, development expenditure is recognised in the income statement in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation
and accumulated impairment losses.
Judgement is required in assessing whether the development costs meet the criteria for capitalisation. The Group invests on a
continual basis in the development of new and enhanced features in the product suite. 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 just before the products are ready to go to market. Research and product
development expenditure incurred after the general release of internally generated software on minor or major upgrades, or
other changes in software functionality, does not satisfy the criteria in order to capitalise. Such expenditure is therefore
expensed as incurred and included within the research and development expense in the financial statements.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes
a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Trade receivables
Trade receivables, which typically have 30-day credit terms, are initially recognised and carried at their original invoice
amount. Given the short lives of the trade receivables, there are generally no material fair value movements between initial
recognition and the derecognition of the receivable and they are subsequently stated at cost less expected credit losses.
The Group applies the simplified approach, which requires expected lifetime losses to be recognised from the initial recognition
of the receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. All of
the cash and cash equivalents balance is available for use by the Group.
The Group has not recognised an expected credit loss on cash and cash equivalents as it has been assessed as not material.
Kainos Annual Report 2026
132
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
3. Material accounting policies continued
Treasury deposits
Treasury deposits represent bank deposits with an original maturity date of over three months and are held with a fixed rate of
interest. Treasury deposits are held to collect and give rise to cash flows that are solely payments of principal and interest on
the outstanding principal amount.
The Group has not recognised an expected credit loss on treasury deposits as it has been assessed as not material.
Investments in financial assets
Investments in equity shares, which are all unquoted equity investments, are stated at fair value through profit or loss (FVTPL).
Impairment of financial assets
The Group recognises a loss allowance at an amount equal to lifetime expected credit loss (ECL) on trade receivables and
accrued income in accordance with the simplified approach as set out in IFRS9. The ECL is updated at each reporting date to
reflect changes in credit risk.
The Group measures loss allowances at an amount equal to lifetime ECL, except for bank balances for which credit risk (i.e. the
risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial
recognition, which are measured as 12-month ECL. Loss allowances for trade receivables and contract assets are always
measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when
estimating ECL, the Group considers any change in credit quality of the amounts owing from the date the credit was initially
granted up to the reporting date. This includes both quantitative and qualitative information and analysis, based on the
Group’s historical experience and informed credit assessment and including forward-looking information.
ECLs are a probability-weighted estimate of credit losses estimated using a provision matrix.
The Group recognises a loss allowance of 100% against all receivables older than six months at the reporting date.
Financial liabilities
Financial liabilities are initially measured at fair value, net of transaction costs. Financial liabilities are subsequently measured
at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
(including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial liability, or where appropriate, a shorter period, to the
amortised cost of a financial liability.
Derecognition of financial assets and financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have
expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable is recognised in profit or loss.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable is recognised in profit or loss.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value
of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a
receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the
receivable can be measured reliably.
133
Kainos Annual Report 2026
3. Material accounting policies continued
Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value excludes the effect of non-market-based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest.
At each statement of financial position date, the Group revises its estimate of the number of equity instruments expected to
vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any,
is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment
to the share-based payment reserve.
The fair value of the amount payable to employees in respect of share options settled in cash is recognised as an expense
with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to
payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the options.
Any changes in the liability are recognised in profit or loss.
4. Material accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements
(other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and
assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
The Directors have concluded that, in applying the Group’s accounting policies, there are no critical judgements, other than
those involving estimates (which are disclosed separately below), that have had a significant effect on the amounts recognised
in the financial statements.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below.
Revenue recognition
Service revenue
Kainos charges for its digital services on a time and materials or fixed price basis. Where there are fixed price contracts, revenue
is recognised based on the stage of completion. Stage of completion is determined as the proportion of the total hours expected
for the project that has elapsed at the end of the reporting period. 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 £88.8 million (2025: £57.3 million). The associated
carrying values of accrued and deferred income at 31 March 2026 were £17.9 million (2025: £10.0 million) and £6.4 million
(2025: £2.3 million) respectively. Management have considered the key assumptions in determining the stage of completion
and consider there is no reasonable possible change to the estimated costs to complete that would result in a significant
change in accrued and deferred income balances at 31 March 2026.
Kainos Annual Report 2026
134
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
5. Segment reporting
All of the Group’s revenue during the year ended 31 March 2026 and for the year ended 31 March 2025 was derived from
continuing operations.
The Group’s Executive Directors are considered to be the Chief Operating Decision Maker (CODM) of the Group. They use
internal management reports to assess both performance and strategy of the Group and the three specialist business areas:
Digital Services, Workday Services and Workday Products, which are the Group’s reportable segments.
The following is an analysis of the Group’s revenue and results by reportable segment:
2026
Digital Workday Workday
Services Services Products Consolidated
12 MONTHS TO 31 MARCH (£000s) (£000s) (£000s) (£000s)
Revenue
241,737
107,612
81,749
431,098
Cost of sales
(155,732)
(58,313)
(18,145)
(232,190)
GROSS PROFIT
86,005
49,299
63,604
198,908
Direct expenses
(16)
(30,403)
(36,490)
(39,968)
(106,861)
CONTRIBUTION
55,602
12,809
23,636
92,047
Depreciation of property, plant and equipment
(3,278)
Central overheads
(16)
(25,045)
Net finance income (note 7)
3,339
ADJUSTED PRE-TAX PROFIT
67,063
Share-based payment expense and related costs
(5,373)
Amortisation of acquired intangible assets
(1,302)
Compensation for post-combination remuneration
(2,132)
Acquisition-related expenses
(145)
PROFIT BEFORE TAX
58,111
2025
Digital Workday Workday
Services Services Products Consolidated
12 MONTHS TO 31 MARCH (£000s) (£000s) (£000s) (£000s)
REVENUE
197,173
98,725
71,348
367,246
Cost of sales
(125,438)
(47,647)
(18,252)
(191,337)
GROSS PROFIT
71,735
51,078
53,096
175,909
Direct expenses
(16)
(21,546)
(33,491)
(33,615)
(88,652)
CONTRIBUTION
50,189
17,587
19,481
87,257
Depreciation of property, plant and equipment
(3,381)
Central overheads
(16)
(24,341)
Net finance income (note 7)
6,107
ADJUSTED PRE-TAX PROFIT
65,642
Share-based payment expense and related costs
(5,930)
Amortisation of acquired intangible assets
(836)
Compensation for post-combination remuneration
(877)
Acquisition-related expenses
(948)
Restructuring costs
(8,411)
PROFIT BEFORE TAX
48,640
(16) Direct expenses plus central overheads (including depreciation) plus balances below adjusted profit equals the sum of operating expenses plus impairment gain/(loss) and
reversals on trade receivables and accrued income. Direct expenses are expenses that are directly attributable to each division.
135
Kainos Annual Report 2026
5. Segment reporting continued
The Group’s revenue from external customers by primary geographic region is detailed below:
2026 2025
(£000s) (£000s)
United Kingdom
243,551
202,014
Republic of Ireland
10,387
15,360
TOTAL UNITED KINGDOM & IRELAND
253,938
217,374
United States of America
112,568
97,102
Canada
25,168
17,290
TOTAL AMERICAS
137,736
114,392
Central Europe
34,055
33,710
Rest of world
5,369
1,770
431,098
367,246
Disaggregation of revenue by type
Digital Workday Workday
Services Services Products Tot al
2026 2026 2026 2026
(£000s) (£000s) (£000s) (£000s)
TYPE OF REVENUE
Services
234,390
103,575
2,222
340,187
Subscriptions
–
–
79,527
79,527
Third party and other
7,347
4,037
–
11,384
241,737
107,612
81,749
431,098
Digital Workday Workday
Services Services Products Tot al
2025 2025 2025 2025
(£000s) (£000s) (£000s) (£000s)
TYPE OF REVENUE
Services
188,451
95,047
4,061
287,559
Subscriptions
–
–
67,287
67,287
Third party and other
8,722
3,678
–
12,400
197,173
98,725
71,348
367,246
Kainos Annual Report 2026
136
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
5. Segment reporting continued
Disaggregation of revenue by sector
2026 2025
(£000s) (£000s)
GROUP
Public
150,378
125,537
Commercial
201,554
190,872
Healthcare
79,166
50,837
431,098
367,246
Revenue for Digital Services is now presented separately for the North America region, reflecting its increasing strategic and
operational importance:
2025
2026 (unaudited)
(£000s) (£000s)
DIGITAL SERVICES
Public
136,046
122,145
Commercial
10,656
17,965
Healthcare
74,881
48,210
North America
20,154
8,853
241,737
197,173
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.
2026 2025
Note (£000s) (£000s)
Trade receivables
17
43,820
31,481
Accrued income
17
39,530
22,673
Deferred income
21
(60,793)
(46,358)
Accrued income relates to the Group’s right to consideration for work completed and delivered but not invoiced as at
year-end and is transferred to trade receivables when an invoice is issued to the customer. Customers are typically invoiced on
a monthly basis and consideration is payable when invoiced. The accrued income balance as at 31 March 2025 (£22.7 million)
was invoiced during the year. Any amounts written-off were small and considered immaterial in the context of these
financial statements.
Deferred income relates to advance consideration received from customers, where revenue is recognised over time as the
services are provided and delivered to customers. During the year, all of the opening deferred revenue balance (2025: all)
has been recognised as revenue.
Any revenue recognised in the period resulting from performance obligations satisfied (or partially satisfied) in previous
periods would not be considered material in the context of these financial statements.
137
Kainos Annual Report 2026
5. Segment reporting continued
Disaggregation of revenue by sector continued
The Group’s non-current assets (excluding deferred tax assets) are located as follows:
2026 2025
(£000s) (£000s)
Northern Ireland
14,296
10,754
Rest of UK
5,246
2,745
United States of America
31,497
33,131
Finland
8,442
8,145
Canada
14,636
1,729
Poland
1,461
1,769
Other
1,070
1,441
Significant customer
No single customer contributed more than 10% to Group revenue in the period (2025: no single customer).
6. Profit for the year
Profit for the year has been arrived at after charging/(crediting):
2026 2025
(£000s) (£000s)
Total staff costs (note 8)
273,861
259,119
Government grants
(17)
(131)
(793)
Research & development expensed as incurred
18,722
16,818
Research & Development Expenditure Credit
(6,032)
(5,073)
Depreciation of property, plant and equipment (note 13)
3,278
3,381
Depreciation of right-of-use assets (note 16)
1,287
1,277
Gain on disposal of property, plant and equipment
121
–
Net foreign exchange loss
953
461
Amortisation of acquired intangibles (note 12)
1,302
836
The analysis of auditor’s remuneration is as follows:
2026 2025
(£000s) (£000s)
Fees payable to the Group’s auditor for the audit of the Group’s annual accounts
232
214
Fees payable to the Group’s auditor for the audit of subsidiaries
136
118
TOTAL AUDIT FEES
368
332
Fees payable to the Group’s auditor for other services to the Group:
–
–
Review of interim report
29
28
TOTAL AUDIT-RELATED FEES
397
360
Non-audit fees
–
–
Total audit and non-audit fees
397
360
Total % of non-audit fees
0%
0%
(17) Grant income received in connection with training grants.
Kainos Annual Report 2026
138
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
7. Finance income and expense
2026 2025
(£000s) (£000s)
Bank interest
3,722
6,440
FINANCE INCOME
3,722
6,440
2026 2025
(£000s) (£000s)
Interest expense on lease liabilities
380
328
Other finance expense
3
5
FINANCE EXPENSE
383
333
8. Staff numbers and costs
The average number of employees during the year was:
2026 2025
Number Number
Technical
2,429
2,410
Administration
278
310
Sales
240
233
2,947
2,953
The aggregate payroll costs of these persons were as follows:
2026 2025
(£000s) (£000s)
Wages and salaries
232,098
222,692
Social security costs
26,128
21,105
Contributions to defined contribution plans (note 25)
9,807
9,392
Share-based payments (note 24)
5,828
5,930
273,861
259,119
The split of remuneration between cost of sales and operating expenses is as follows:
2026 2025
(£000s) (£000s)
Cost of sales
175,078
164,429
Operating expenses
98,783
94,690
273,861
259,119
139
Kainos Annual Report 2026
9. Tax expense
The following tax was recognised in the income statement:
2026 2025
(£000s) (£000s)
CURRENT TAX EXPENSE:
Current year (UK)
10,829
9,909
Current year (overseas)
5,055
4,070
Adjustments in respect of prior years
386
(635)
16,270
13,344
DEFERRED TAX (NOTE 18)
Origination and reversal of temporary differences
(578)
(1,277)
Adjustments in respect of prior years
(81)
1,013
(659)
(264)
TOTAL TAX EXPENSE
15,611
13,080
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:
2026 2025
(£000s) (£000s)
CURRENT TAX
Permanent element of share-based payment deduction
84
21
DEFERRED TAX
Deferred tax on share-based payments
–
(25)
TOTAL TAX RECOGNISED DIRECTLY IN EQUITY
84
(4)
UK corporation tax has been calculated at 25% (2025: 25%) of the estimated taxable profit for the year, reflecting the statutory
rate in effect at the balance sheet date.
Taxation in other jurisdictions is determined based on the applicable rates prevailing in those respective regions.
The effective tax rate for the year is 27% (2025: 27%), which is higher than the UK corporation tax rate, mainly due to the
impact of higher tax rates in the United States and non-deductible acquisition expenses in Canada.
We envisage our future effective tax rates to be broadly in line with this rate.
The Group’s tax charge can be reconciled to the profit in the income statement and effective tax rate as follows:
2026 2025
(£000s) (£000s)
PROFIT BEFORE TAX ON CONTINUING OPERATIONS
58,111
48,640
Tax at the UK corporation tax rate of 25% (2025: 25%)
14,528
12,160
Expenses not deductible for tax purposes
657
662
Tax exempt income
–
(357)
Effect of tax rates in foreign jurisdictions
121
237
Adjustments to tax charge in respect of prior years
305
378
TAX EXPENSE FOR THE YEAR
15,611
13,080
EFFECTIVE TAX RATE
27%
27%
Kainos Annual Report 2026
140
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
10. Dividends
2026 2025
(£000s) (£000s)
AMOUNTS RECOGNISED AS DISTRIBUTIONS TO EQUITY HOLDERS IN THE PERIOD:
Interim dividend for 2026 of 9.8p per share
11,697
–
Final dividend for 2025 of 19.1p per share
22,935
–
Interim dividend for 2025 of 9.3p per share
–
11,721
Final dividend for 2024 of 19.1p per share
–
24,027
34,632
35,748
The Board has proposed a final dividend in respect of the year ended 31 March 2026 subject to approval by shareholders
at the AGM. This dividend has not been recognised as a liability in these financial statements and there are no tax
consequences. The proposed final dividend, if approved by shareholders, will be 19.8p per share (£23.3 million in total) and
payable on 23 October 2026 to all shareholders on the Register of Members on 2 October 2026, and with an ex-dividend date
of 1 October 2026.
11. Earnings per share
Basic
The calculation of basic earnings per share (EPS) has been based on the following profit attributable to ordinary shareholders
and weighted average number of ordinary shares outstanding.
2026 2025
(£000s) (£000s)
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
42,500
35,560
Thousands
Thousands
Issued ordinary shares at 1 April
123,620
125,788
Effect of shares held in trust
(983)
(882)
Effect of share options vested and exercised
428
418
Effect of shares issued related to a business combination
210
58
Effect of shares issued related to free share awards
121
122
Effect of share buyback programme
(3,635)
(468)
Weighted average number of ordinary shares at 31 March
119,761
125,036
BASIC EARNINGS PER SHARE
35.5p
28.4p
The shares held in trust are granted to beneficiaries of the Group’s UK share incentive plan (SIP) and the restricted share
scheme for employees of Kainos Software Ireland. The share awards are held in trust until the relevant conditions of the
scheme are satisfied. Further information in relation to these share-based payment schemes is set out in note 24.
141
Kainos Annual Report 2026
11. Earnings per share continued
Diluted
The calculation of diluted EPS has been based on the following profit attributable to ordinary shareholders and weighted-
average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.
2026 2025
(£000s) (£000s)
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
42,500
35,560
Thousands
Thousands
Weighted average number of ordinary shares (basic)
119,761
125,036
Effect of share options in issue
248
228
Effect of shares held in trust
983
882
Effect of potential shares to be issued related to a business combination
99
–
Weighted average number of ordinary shares (diluted) at 31 March
121,091
126,146
DILUTED EARNINGS PER SHARE
35.1p
28.2p
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 2026, 879,399 options (2025: 1,344,201) were excluded from the diluted weighted average number of ordinary
shares calculation because their effect would have been anti-dilutive.
Adjusted (unaudited)
Adjusted basic and adjusted diluted earnings per share is calculated using the adjusted profit for the year measure. The
calculation of adjusted profit for the year is detailed in the ‘Financial Review’ section of the Strategic Report.
2026 2025
(£000s) (£000s)
Adjusted profit for the year
49,823
48,304
Thousands
Thousands
Weighted average number of ordinary shares for the purposes of basic earnings per share
119,761
125,036
Weighted average number of ordinary shares for the purposes of diluted earnings per share
121,091
126,146
ADJUSTED BASIC EARNINGS PER SHARE
41.6p
38.6p
ADJUSTED DILUTED EARNINGS PER SHARE
41.1p
38.3p
Kainos Annual Report 2026
142
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
12. Intangible assets and goodwill
Order Customer
Goodwill backlog relationships Brand Tot al
(£000s) (£000s) (£000s) (£000s) (£000s)
COST
At 1 April 2024
38,203
1,732
12,499
–
52,434
Exchange adjustments
(890)
(42)
(287)
–
(1,219)
At 31 March 2025
37,313
1,690
12,212
–
51,215
Acquisitions through business combinations (note 28)
7,036
372
3,864
1,668
12,940
Exchange adjustments
(94)
(16)
(115)
33
(192)
AT 31 MARCH 2026
44,255
2,046
15,961
1,701
63,963
AMORTISATION AND IMPAIRMENT
At 1 April 2024
–
1,254
7,769
–
9,023
Charge for the year
–
231
605
–
836
Exchange adjustments
–
(28)
(168)
–
(196)
At 31 March 2025
–
1,457
8,206
–
9,663
Charge for the year
–
363
630
309
1,302
Exchange adjustments
–
(16)
(108)
(2)
(126)
AT 31 MARCH 2026
–
1,804
8,728
307
10,839
CARRYING AMOUNT
AT 31 MARCH 2026
44,255
242
7,233
1,394
53,124
At 31 March 2025
37,313
233
4,006
–
41,552
Amortisation of customer relationships is calculated using the straight-line method over a period ranging from four to fifteen
years (2025: four to ten years).
Amortisation of order backlog is calculated using the straight-line method over a period ranging from 18 to 33 months
(2025: 33 months).
Amortisation of the brand intangible is calculated using the straight-line method over a period of three years (2025: nil).
Amortisation of acquired intangibles is included within operating expenses in the consolidated income statement.
Impairment testing of goodwill
The carrying amount of goodwill has been allocated to cash-generating units (CGU) as follows:
2026 2025
(£000s) (£000s)
Kainos Workday Adaptive Practice
3,157
3,176
Workday Services Americas
6,305
6,457
Workday Services Europe
8,429
8,111
Digital Services America
7,175
–
Workday Products
19,189
19,569
TOTAL
44,255
37,313
143
Kainos Annual Report 2026
12. Intangible assets and goodwill continued
Impairment testing of goodwill continued
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.
Key assumptions
The pre-tax discount rates used in the calculations were as follows:
2026 2025
(£000s) (£000s)
Workday Adaptive Practice
10–11%
11–12%
Workday Services Americas
10–11%
11–12%
Workday Services Europe
12–13%
12–13%
Digital Services America
13–14%
–
Workday Products
10–11%
10–11%
Discount rates represent the Group’s pre-tax discount rate adjusted for the risk profiles of the individual CGUs.
Long-term growth rates of net operating cash flows are reflective of long-term growth rates in the regions in which the CGU’s
operations are primarily undertaken.
The terminal value growth rates used in the calculations were as follows:
2026 2025
(£000s) (£000s)
Workday Adaptive Practice
2%
2%
Workday Services Americas
2%
2%
Workday Services Europe
2%
2%
Digital Services America
2%
–
Workday Products
2%
2%
Projected cash flows are most sensitive to assumptions regarding future growth of the CGU and its profitability. The values
applied to these key assumptions are based on past experience together with management’s future expectations about
business performance.
Summary of results
The Group performed its annual test for impairment for all CGUs as at 31 March 2026. The recoverable amount significantly
exceeded the carrying value for each CGU; accordingly no impairment charge has been recognised in the year (2025: no
impairment).
Sensitivity analysis
The Group conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions. Management
concluded that no reasonably possible change in any of the key assumptions would reduce the recoverable amount below its
carrying value.
Kainos Annual Report 2026
144
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continue
13. Property, plant and equipment
Property and
Property under leasehold Office Fixtures
construction improvements equipment and fittings Tot al
(£000s) (£000s) (£000s) (£000s) (£000s)
COST
At 1 April 2024
4,213
5,201
10,166
1,507
21,087
Impact of foreign exchange
–
(134)
(31)
(2)
(167)
Additions
878
52
883
1,556
3,369
Disposals
–
–
(2,905)
(35)
(2,940)
At 31 March 2025
5,091
5,119
8,113
3,026
21,349
Impact of foreign exchange
–
(4)
(11)
(57)
(72)
Additions
5,934
–
1,988
119
8,041
Acquired on business combination
–
89
55
23
167
Disposals
–
(19)
(687)
–
(706)
Reclassification to investment property (note 14)
(3,904)
–
–
–
(3,904)
AT 31 MARCH 2026
7,121
5,185
9,458
3,111
24,875
ACCUMULATED DEPRECIATION
At 1 April 2024
–
1,248
6,696
858
8,802
Impact of foreign exchange
–
(30)
(8)
(1)
(39)
Charge for the year
–
1,145
1,874
362
3,381
Eliminated on disposals
–
–
(2,905)
(35)
(2,940)
At 31 March 2025
–
2,363
5,657
1,184
9,204
Impact of foreign exchange
–
(6)
(31)
(7)
(44)
Charge for the year
–
1,107
1,681
490
3,278
Eliminated on disposals
–
(15)
(687)
–
(702)
AT 31 MARCH 2026
–
3,449
6,620
1,667
11,736
CARRYING AMOUNT
AT 31 MARCH 2026
7,121
1,736
2,838
1,444
13,139
At 31 March 2025
5,091
2,756
2,456
1,842
12,145
Property under construction
During the year ended 31 March 2020, the Group acquired a site for development of Kainos’ future Belfast headquarters at a
purchase price of £7.4 million. Part of this site was categorised as investment property and subsequently disposed of in FY25.
Construction of the new property is ongoing. During the year, a portion of the property under construction was transferred
from property, plant and equipment to investment property, following a change in the intended use of the asset. The
transferred element represents the portion of the property that is intended to be held to earn rentals rather than for owner
occupation upon completion (note 14).
145
Kainos Annual Report 2026
14. Investment property
(£000s)
At 1 April 2024
6,200
Disposal
(6,200)
At 31 March 2025
–
Reclassification from property, plant and equipment
3,904
AT 31 MARCH 2026
3,904
As described in note 13, during the year £3.9 million was transferred from property, plant and equipment to investment
property, reflecting our intention to lease portions of the future building to potential tenants. The amount transferred
represents the carrying amount at the date of transfer of the portion of the property under construction that is intended
to be held to earn rental income rather than for owner occupation.
15. Subsidiaries
The subsidiary undertakings at 31 March 2026 are in the table below. All principally operate in their country of incorporation.
Proportion of
ordinary share
Subsidiary undertakings
Incorporated
Registered office
Principal activity
capital held
Kainos Software Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Software 100%
Belfast, BT7 1NT, Northern Ireland development
Kainos Software Ireland Limited
Republic of Ireland
Fitzwilliam Hall, Fitzwilliam Place,
Software 100%
Dublin 2, D02 T296, Ireland development
Kainos Software Poland
Poland
8th Floor, Tryton Business House,
Software 100%
Spólka z.o.o ul. Jana z Kolna 11, 80-864 Gdańsk, development
Poland
Kainos Poland Services
Poland
8th Floor, Tryton Business House,
Software 100%
Spólka z.o.o ul. Jana z Kolna 11, 80-864 Gdańsk, services
Poland
Kainos Trustees Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Share Scheme 100%
Belfast, BT7 1NT, Northern Ireland Trustee
Kainos Evolve Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Software 100%
Belfast, BT7 1NT, Northern Ireland development
Kainos WorkSmart Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Software 100%
Belfast, BT7 1NT, Northern Ireland development
Kainos WorkSmart Inc.
US
Suite 4300,
111
Monument Circle,
Software 100%
Indianapolis, Indiana 46204, USA development
Kainos WorkSmart GmbH
Germany
5th Floor, Hahnstraße 70,
Software 100%
60528
Frankfurt am Main, Germany
development
Kainos WorkSmart ApS
Denmark
Office no. 280110080
Software 100%
Harsdorffs Hus Office Club, development
Kongens Nytorv 5,
1050
Copenhagen, Denmark
Kainos Canada Inc.
Canada
25 King Street West, Suite 2200,
Software 100%
Commerce Court, North Toronto, development
Ontario M5L 2A1, Canada
Kainos WorkSmart SAS
France
3-5 Rue Saint Georges, TMF Pole
Software 100%
75009,
Paris, France
development
Kainos WorkSmart Oy
Finland
c/o TMF Finland Oy,
Software 100%
Kansakoulukuja 1, 00100 Helsinki, development
Finland
Formulate Kainos Limited
England
2nd Floor, 21 Farringdon Road,
Software 100%
London, EC1M 3HA, England services
Kainos Planning, LLC
US
Suite 4300,
111
Monument Circle,
Software 100%
Indianapolis, Indiana 46204, USA services
Kainos Annual Report 2026
146
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continue
Proportion of
ordinary share
Subsidiary undertakings
Incorporated
Registered office
Principal activity
capital held
KW Software Oy
Finland
c/o TMF Finland Oy, Kansakoulukuja 1,
Software 100%
00100,
Helsinki, Finland
services
Kainos AB
Sweden
c/o Baker & McKenzie Advokatbyrå KB,
Software 100%
Box 180, 101 23 Stockholm, Sweden services
Kainos the Netherlands B.V.
Netherlands
Strawinskylaan 3051, Atrium Building
Software 100%
4th floor, 1077ZX Amsterdam, services
Netherlands
Kainos Belgium BV
Belgium
Nijverheidsstraat 70,
Software 100%
2160
Wommelgem, Belgium
services
Kainos WorkSmart S.R.L.
Romania
Bucureşti Sectorul 4, Calea Văcăreşti,
Software 100%
Nr. 391, Intrarea A, Etaj 3, Sector 4, services
Bucuresti, Romania
Kainos AS
Norway
c/o Azets Insigt AS, Drammensveien, 151,
Software 100%
0277
Oslo, Norway
services
Kainos OÜ
Estonia
Harju maakond, Tallinn, Lasnamäe
Software 100%
linnaosa, Valukoja tn 8/1, services
11415
Estonia
Blackline Group, Inc.
US
522
W Riverside Avenue, Suite 4197,
Software 100%
Spokane, WA 99201, USA services
Kainos Argentina S.A.U.
Argentina
Av. del Libertador 498, 13th floor,
Software 100%
‘South’, Buenos Aires, Argentina services
Kainos (Philippines) Inc.
Philippines
24/F AIA Tower, 8767 Paseo de Roxas
Software 100%
Avenue, Brgy. Bel-Air, Makati City, NCR, services
Philippines 1226
RapidIT – Cloudbera, Inc.
US
Suite 4300,
Monument Circle,
111
Software 100%
Indianapolis, Indiana 46204, USA development
Kainos cell, Mangrove Insurance
Guernsey
PO BOX 155, Mill Court,
Insurance cell
100%
Guernsey PCC Limited La Charroterie, St Peter Port, (redeemable
GY1 4ET, Guernsey preference
shares)
Kainos Software Technologies
India
Plot No.1202 & 1215A, 3rd Floor, SL
Software 100%
Private Limited Jubilee, Rd Number 36, Jubilee Hills, development
Hyderabad, Telangana 500033, India
Kainos Australia Pty Limited
Australia
c/o Baker McKenzie, 181 William Street,
Software 100%
Melbourne, Victoria 3000, services
Australia
Bankmore Investments Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Property 100%
Belfast, BT7 1NT, Northern Ireland company
Kainos Products Limited
Northern Ireland
Kainos House, 4-6 Upper Crescent,
Software 100%
Belfast, BT7 1NT, Northern Ireland development
Kainos Products Canada Inc
Canada
25 King Street West, Suite 2200,
Software 100%
Commerce Court North, Toronto, development
Ontario M5L 2A1, Canada
Kainos Services Canada Inc
Canada
25 King Street West, Suite 2200,
Software 100%
Commerce Court North, Toronto, services
Ontario M5L 2A1, Canada
Kainos Services Inc
US
111
Monument Circle, Suite 4300,
Software 100%
Indianapolis, Indiana 46204, USA services
Davis Pierrynowski Limited
Canada
600-1741 Lower Water Street, Halifax,
Software 100%
Nova Scotia B3J 2X2, Canada services
15. Subsidiaries continued
147
Kainos Annual Report 2026
16. Right-of-use assets
Property Tot al
(£000s) (£000s)
COST
At 1 April 2024
6,613
6,613
Additions
802
802
Exchange adjustments
(59)
(59)
At 31 March 2025
7,356
7,356
Acquisitions through business combination
390
390
Additions arising from lease modification
1,501
1,501
Exchange adjustments
(168)
(168)
AT 31 MARCH 2026
9,079
9,079
ACCUMULATED DEPRECIATION
At 1 April 2024
1,397
1,397
Charge for the year
1,277
1,277
Exchange adjustments
(36)
(36)
At 31 March 2025
2,638
2,638
Charge for the year
1,287
1,287
Exchange adjustments
(28)
(28)
AT 31 MARCH 2026
3,897
3,897
CARRYING AMOUNT
AT 31 MARCH 2026
5,182
5,182
At 31 March 2025
4,718
4,718
The Group leases mainly property. The average lease term is 6.8 years (2025: 6.2 years). The Group is committed to £0.2 million
for leases not yet commenced and therefore not reflected as at 31 March 2026 (2025: £Nil). The maturity analysis of lease
liabilities is presented in note 20.
Amounts recognised in profit or loss
2026 2025
(£000s) (£000s)
Depreciation expense on right-of-use assets
1,287
1,277
Interest expense on lease liabilities (note 7)
380
328
Expense relating to short-term and low value leases
317
374
Amounts recognised in statement of cash flows
2026 2025
(£000s) (£000s)
TOTAL CASH OUTFLOW FOR LEASES
1,880
1,823
At 31 March 2026, the Group has no commitments (2025: £0.1 million) for short-term leases.
Kainos Annual Report 2026
148
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
17. Trade and other receivables
2026 2025
(£000s) (£000s)
Trade receivables
43,820
31,481
Other receivables
11,912
7,039
55,732
38,520
Prepayments
7,660
7,553
Accrued income
39,530
22,673
102,922
68,746
The Group’s accrued income (contract asset) balance solely relates to revenue from contracts with customers. Movements
in the accrued income balance were driven by transactions entered into by the Group within the normal course of business
in the year.
Trade receivables and accrued income are net of a loss allowance for impairment. Further information is disclosed in note 26.
18. Deferred tax
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2026 2025 2026 2025 2026 2025
(£000s) (£000s) (£000s) (£000s) (£000s) (£000s)
Accelerated capital allowances
–
–
(468)
(715)
(468)
(715)
Share-based payments
–
–
(436)
(647)
(436)
(647)
Right-of-use assets
236
296
–
–
236
296
Lease liability
–
–
(201)
(228)
(201)
(228)
Short-term temporary differences
4,645
5,515
–
–
4,645
5,515
Short-term temporary differences –
US acquisitions
723
–
–
–
723
–
Deferred tax on acquisitions
–
–
(2,734)
(1,286)
(2,734)
(1,286)
TAX ASSETS/(LIABILITIES)
BEFORE SET-OFF
5,604
5,811
(3,839)
(2,876)
1,765
2,935
Set-off of tax
(714)
(900)
714
900
–
–
NET TAX ASSETS/(LIABILITIES)
4,890
4,911
(3,125)
(1,976)
1,765
2,935
149
Kainos Annual Report 2026
18. Deferred tax continued
Movement in deferred tax during the year
Accelerated Short-term Deferred Deferred tax
capital Share-based Right-of-use Lease temporary tax on on US asset
allowances payment assets liability differences acquisitions acquisitions Tot al
(£000s) (£000s) (£000s) (£000s) (£000s) (£000s) (£000s) (£000s)
At 1 April 2024
(1,176)
(530)
319
(277)
5,901
(1,461)
–
2,776
Foreign exchange differences
–
–
–
–
(80)
–
–
(80)
Adjustment for prior years
(172)
–
–
–
(822)
(19)
–
(1,013)
Debit to retained earnings
–
(25)
–
–
–
–
–
(25)
Credit/(debit) to profit
633
(92)
(23)
49
515
195
–
1,277
At 31 March 2025
(715)
(647)
296
(228)
5,514
(1,285)
–
2,935
Foreign exchange differences
–
–
–
–
(83)
(34)
–
(117)
Arising on business combination
–
–
–
–
–
(1,712)
–
(1,712)
Adjustment for prior years
62
–
–
–
1 2
–
7
8 1
Re-characterisation of category
–
–
–
–
(783)
–
783
–
Credit/(debit) to profit
185
211
(60)
27
(15)
297
(67)
578
AT 31 MARCH 2026
(468)
(436)
236
(201)
4,645
(2,734)
723
1,765
Short-term temporary differences arise primarily on US tax-related balances in respect of liabilities and accrued income which
are recognised in the income statement in the period to which they relate but are not deductible for tax purposes until paid.
The associated deferred tax assets reverse on settlement of the underlying balances.
Deferred tax assets have been recognised in respect of all temporary differences giving rise to deferred tax assets where the
Directors believe it is probable that these assets will be recovered.
19. Cash and cash equivalents and treasury deposits
2026 2025
(£000s) (£000s)
Cash at bank and in hand
36,827
29,288
Short-term deposits
45,979
99,000
CASH AND CASH EQUIVALENTS
82,806
128,288
TREASURY DEPOSITS
6,247
5,399
TOTAL CASH AND CASH EQUIVALENTS AND TREASURY DEPOSITS
89,053
133,687
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash
requirements of the Group, and earn interest at the respective fixed short-term deposit rates. There is an insignificant risk to
the change in value of the short-term deposits, as a result of the fixed interest deposit rates and the maturity dates being
within three months of the date of deposit.
Treasury deposits represent bank deposits with an original maturity of over three months and are held with a fixed rate
of interest.
£6.2 million (2025: £5.4 million) within treasury deposits relates to cash held in a PCC. The Group established the PCC for
certain self-insurance purposes. To satisfy regulatory requirements, a minimum of £2.5 million must be retained in cash within
the cell. The Group can access the funds with 95 days’ notice and has control over the investing decisions made. Further
information regarding the PCC arrangements is detailed in note 26 (insurance risk management).
Kainos Annual Report 2026
150
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
20. Lease liabilities
2026 2025
(£000s) (£000s)
Less than one year
1,564
1,529
One to five years
4,851
3,690
More than five years
688
1,314
7,103
6,533
Less: unearned interest
(967)
(975)
6,136
5,558
ANALYSED AS:
Non-current
4,897
4,312
Current
1,239
1,246
The Group does not have a significant liquidity risk with regard to its lease liabilities.
Reconciliation of movement of liabilities to cash flows arising from financing activities
2026 2025
(£000s) (£000s)
At 1 April
5,558
5,898
New leases
–
802
Acquisitions through business combination
364
–
Additions arising from lease modification
1,501
–
Cash flow on principal
(1,183)
(1,121)
Cash flow on interest
(380)
(328)
Interest expense
380
328
Non-cash movement
(104)
(21)
AT 31 MARCH
6,136
5,558
21. Trade and other payables
2026 2025
(£000s) (£000s)
Trade payables and accruals
76,495
54,269
Deferred income
60,793
46,358
Current tax liabilities
8,706
2,526
Other tax and social security
15,456
11,452
161,450
114,605
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs, including payroll.
No interest is typically charged on payables.
The deferred income can arise in respect of support contracts billed quarterly or annually in advance and SaaS agreements
which are billed annually in advance, with revenue being recognised for both over the contracted period. The period end
deferred income balance will be recognised within 12 months.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
151
Kainos Annual Report 2026
22. Provisions
Other provisions are analysed as follows:
2026 2025
(£000s) (£000s)
Restructuring provision
–
5,388
Property-related provision
1,582
1,546
1,582
6,934
2026 2025
(£000s) (£000s)
Current
–
5,388
Non-current
1,582
1,546
1,582
6,934
Restructuring-
related Property-related Tot al
(£000s) (£000s) (£000s)
At 1 April 2025
5,388
1,546
6,934
Acquired on business combination
–
27
27
Exchange rate movements
(9)
9
–
Utilisation of provision
(5,379)
–
(5,379)
AT 31 MARCH 2026
–
1,582
1,582
Property-related provision
The property-related provision represents management’s best estimate of the Group’s liability for future contractual repair
works at the end of the lease period recognised at the commencement of the lease. The relevant properties have lease end
dates ranging from January 2028 to October 2033.
Insurance
As described in note 26 (insurance risk management), the Group has established a PCC for certain self-insurance purposes.
A provision is recognised only when a loss occurs, and only for obligations incurred. As at 31 March 2026 the Group has not
received any claims and no provision has therefore been recognised (2025: none), nor is the Group aware of any self-insured
events having taken place before the reporting date.
Restructuring
The restructuring provision comprises redundancy and severance costs incurred in the delivery of cost reduction measures.
Total restructuring costs incurred in FY25 were £8.4 million, and was fully utilised with payments in FY25 (£3.0 million) and
FY26 (£5.4 million).
Kainos Annual Report 2026
152
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
23. Share capital and reserves
Share capital
2026 2025
(£000s) (£000s)
ISSUED AND FULLY PAID:
ORDINARY SHARES
Opening balance
618
629
Issued during the year
3
3
Issued as consideration on business combination
2
–
Shares cancelled
(34)
(14)
TOTAL SHARE CAPITAL
589
618
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 2026, the Company had 117,854,417 issued ordinary shares (2025: 123,619,893) with a nominal value of £0.005 each.
Shares issued
During the year the Group issued 702,619 shares due to the exercise of vested options and the award of shares under the UK
SIP and ROI Restricted share schemes (2025: 383,953). The exercise price of options exercised during the year ranged from
£0.005 per share to £10.81 per share (2025: from £0.005 per share to £9.92 per share).
426,686 shares were issued as purchase consideration on the acquisition of Davis Pier (note 28).
The Group issued no ordinary shares in respect of post-acquisition remuneration in the year (2025: 183,884).
Shares purchased for cancellation
On 9 May 2025, the Group completed the share buyback programme announced on 11 November 2024. As part of this
programme, a total of 3,993,382 shares were bought back for consideration of £30.2 million, including transaction costs
(£0.2 million), of which 1,054,544 shares were purchased during the current year for consideration of £7.4 million, including
transaction costs.
On 19 May 2025, the Board announced a £30.0 million share buyback programme to be executed over a period of six months.
A total of 3,706,558 shares were purchased during the year for consideration of £30.1 million, including transaction costs of
£0.1 million. The share buyback programme completed on 18 November 2025.
On 10 November 2025, the Board announced a further £30.0 million share buyback programme to be executed over a period of
six months. A total of 2,292,044 shares were purchased during the year for consideration of £18.4 million, including transaction
costs of £0.1 million. However, due to timing, only 1,930,500 were cancelled at 31 March 2026 and the remaining 361,544 shares
purchased for £2.6 million were cancelled in April 2026. The share buyback programme is due to complete on the earlier of
reaching the maximum of £30.0 million or 18 May 2026. The Group entered into an arrangement with its broker, Investec Bank
plc, to execute the share buyback programme. Under the terms of the agreement, the arrangement can be terminated with two
business days’ notice except under certain conditions. One such condition is that the agreement cannot be terminated while
the Company is in a closed period. As the Company was not in a closed period as at 31 March 2026, no financial liability for the
remainder of the programme was recognised in these consolidated financial statements. Details of shares bought back since
31 March 2026 are included in note 30.
The sole purpose of the share buyback programmes is to reduce the share capital of the Company, with all shares
subsequently cancelled.
153
Kainos Annual Report 2026
23. Share capital and reserves continued
Share capital continued
Shares purchased for cancellation continued
The table below presents the reconciliation of own shares purchased for cancellation between the consolidated statement of
changes in equity and the consolidated statement of cash flows:
2026 2025
(£000s) (£000s)
Own shares purchased for cancellation
INCLUDED IN THE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
a, b
(56,210)
(22,785)
Payments in relation to prior year financial liabilities
(233)
–
Outstanding amount recognised as financial liabilities
c
761
233
INCLUDED IN THE CONSOLIDATED STATEMENT OF CASH FLOWS
d
(55,682)
(22,552)
(a) 7,053,146 (2025: 2,938,838) ordinary shares were purchased, representing approximately 6.0% of the called-up share capital as at 31 March 2026 (2025: 2.4%). This includes
361,544 ordinary shares purchased but not cancelled as at 31 March 2026 (2025: 203,179). Total consideration of £56.2 million (2025: £22.8 million), including expenses of
£0.4 million (2025: £0.2 million), was incurred and recognised in the shares held to be cancelled reserve.
(b) During the financial year, the aggregate nominal value of shares cancelled and transferred to the capital redemption reserve was £34 thousand (2025: £14 thousand).
(c) £0.8 million consideration payable for shares purchased as at 31 March 2026, not yet settled, included in current liabilities (2025: £0.2 million).
(d) 6,948,313 (2025: 2,904,060) ordinary shares purchased at an average price of £8.82 per share (2025: £7.71 per share).
Details of shares bought back since 31 March 2026 are included in note 30.
Shares held to be cancelled
As at 31 March 2026, the Group held 361,544 ordinary shares (2025: 203,179) purchased but not cancelled as part of the share
buyback programme at a cost of £2.6 million (2025: £1.4 million).
Other reserves
Capital
redemption Merger
reserve reserve Total other
(£000s) (£000s) (£000s)
At 31 March 2025
14
3,548
3,562
Shares cancelled
34
–
34
Shares issued as purchase consideration
–
3,776
3,776
BALANCE AT 31 MARCH 2026
48
7,324
7,372
Nature and purpose of reserves
Share-based payment reserve
The share option reserve comprises the charge for share options and equity-settled compensation for post-combination
services.
Merger reserve
The merger reserve arises from the capital reorganisation which occurred in 2015, together with the fair value of consideration
given in excess of the nominal value of the ordinary shares issued on the acquisition of subsidiaries (interest of at least 90%) on
share for share exchange, in accordance with requirements of Section 612 of the Companies Act 2006.
Capital redemption reserve
The capital redemption reserve relates to the legal reserve required to be maintained in respect of the nominal value of shares
cancelled.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of
foreign operations.
Shares held to be cancelled
Shares purchased as part of the share buyback programme, not cancelled at the reporting date. Shares purchased for
cancellation are included in shares to be cancelled reserve until cancellation, at which point the consideration is transferred to
retained earnings, and the nominal value of the shares is transferred from share capital to the capital redemption reserve.
Kainos Annual Report 2026
154
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
24. Share-based payments
Share-based payments
The Group has the following equity-settled share-based payment arrangements:
Kainos Group Performance Share Plan (PSP)
Share options are granted to employees as determined by the Remuneration Committee and will only vest in accordance with
the performance conditions established by the Committee. The options cannot generally be exercised within three years and
have a maximum life of 10 years. The options will be settled by the issue of new shares and there are no cash settlement
alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest.
The specific performance conditions relating to the Group PSP are described in further detail as part of the Directors’
Remuneration Report.
Company Share Option Plan (CSOP)
Share options are granted to employees as determined by the Remuneration Committee. The CSOP is a sub-plan of the PSP
and permits the Company to grant CSOP options which have tax advantages pursuant to the provisions of Schedule 4 to the
Income Tax (Earnings & Pensions) Act 2003 (‘Schedule 4’). The options cannot be ordinarily exercised within three years and
have a maximum life of 10 years. Exercise of the options will be settled by the issue of shares and there are no cash
alternatives. Options ordinarily are forfeited if the employee leaves the Group before the options vest.
Save as you Earn (SAYE) Scheme
The Group has an all-employee share plan open to UK employees. Employees who participate enter into a savings contract
under which they agree to save between £5 and £150 per month (or such limit as may be permitted by the tax legislation
governing SAYE schemes from time to time) for three years. Options cannot be ordinarily exercised within three years and must
be exercised within six months of the end of the three-year period. Options ordinarily are forfeited if the employee leaves the
Group before the options vest. There are no cash settlement alternatives.
Republic of Ireland Share Option Scheme
The Group has a share option scheme for employees of Kainos Software Ireland Limited. This scheme utilised the PSP Scheme
to grant options to all eligible employees. Options cannot be ordinarily exercised within three years and must be exercised
within six months of the end of the three-year period. The options will be settled by shares and there are no cash alternatives.
Options ordinarily are forfeited if the employee leaves the Group before the options vest.
UK Share Incentive Plan (SIP)
The Group has established a SIP for UK employees. Under this scheme all eligible employees are awarded a number of shares
determined by length of service of each employee at a specified date for each respective grant. The shares are held in trust for
each employee by Equiniti Share Plan Trustees Limited, which also administers the scheme. A minimum period of three years is
ordinarily imposed before the employee can withdraw. There are no cash settlement alternatives.
Republic of Ireland Restricted Share Scheme
The Group introduced a Restricted Share Scheme for all eligible employees of Kainos Software Ireland Limited. Under this
scheme all eligible employees were awarded a number of shares determined by length of service of each employee. A minimum
period of five years and one week is ordinarily imposed before the employee can withdraw any free shares. The shares are held
in trust for the employees until they vest. There are no cash settlement alternatives.
Kainos Group plc Poland Share Plans
In order to replicate the share-based awards available to staff in the UK and Ireland, the Group implemented the Kainos Group
plc Poland Share Plan. The Remuneration Committee may grant Share Options or Conditional Share Awards (CSAs) to
employees of the Group’s Polish subsidiaries. Share options will not generally be exercisable within three years and have a
maximum life of 3.5 years. CSAs may be granted for free or at a purchase price determined by the Remuneration Committee.
CSAs will generally be subject to a minimum three-year vesting period. All options and awards will be satisfied out of newly
issued shares and there are no cash settlement alternatives. Options and awards ordinarily are forfeited if the employee leaves
the Group before vesting occurs.
Kainos Group plc US Share Plans
In order to replicate the share-based awards available to staff in the UK and Ireland, the Group implemented the US CSA which
applies to US employees only. The Remuneration Committee may grant Share Options or CSAs to employees of the Group’s US
subsidiaries. Share options will not generally be exercisable within three years and have a maximum life of 3.5 years. CSAs may
be granted for free or at a purchase price determined by the Remuneration Committee. CSAs will generally be subject to a
minimum three-year vesting period. All options and awards will be satisfied out of newly issued shares and there are no cash
settlement alternatives. Options and awards ordinarily are forfeited if the employee leaves the Group before vesting occurs.
155
Kainos Annual Report 2026
24. Share-based payments continued
Share-based payments continued
Fair values and awards outstanding
The fair value of shares awarded under the UK SIP scheme and the Republic of Ireland Restricted Share scheme is calculated
using the closing share price on the award date. The total charge is adjusted for attrition and recognised on a straight-line
basis over the three-year vesting period.
For share awards under the PSP, SAYE, CSOP, Republic of Ireland (ROI), US and Poland share option schemes, the fair value
has been measured using the Black-Scholes model. During the year, options were granted on 2 June 2025, 23 June 2025 and
13 November 2025 (2025: 3 June 2024, 10 June 2024 and 12 November 2024) under the PSP, SAYE, CSOP, ROI, US and Poland
option schemes, and under the US and Poland CSA schemes. The aggregate of the estimated fair values of the options granted
on those dates is £2.8 million (2025: £3.4 million). The following table lists the key inputs to the model used in the year of grant.
In calculating the fair value, the expected life of the options is based on historical data. Similarly, expected volatility was
determined by calculating the historical volatility of the Group’s share price over a period commensurate with the expected
life of the option.
Granted Granted
during year to during year to
31 March 31 March
PSP 2026 2025
Weighted average exercise price
£0.01
£0.01
Fair value at grant date
£5.29–£6.23
£8.79–£10.34
Share price at grant
£7.31
£11.76
Expected volatility
43%
43%
Expected life (years)
4.0
4.0
Risk-free interest rate
4.1%
4.3%
Expected dividends per annum
4.0%
3.2%
Granted Granted
during year to during year to
31 March 31 March
CSOP 2026 2025
Weighted average exercise price
–
£11.56
Fair value
–
£3.82
Share price at grant
–
£11.76
Expected volatility
–
43%
Expected life (years)
–
4.6
Risk-free interest rate
–
4.3%
Expected dividends per annum
–
3.2%
Granted Granted Granted
during year to during year to during year to
31 March 31 March 31 March
US CSA AND POLAND CSA 2026 2026 2025
Weighted average exercise price
£0.01
£0.01
£0.01
Fair value
£8.55
£9.74
£7.90
Share price at grant
£9.74
£9.74
£8.77
Expected volatility
43%
43%
43%
Expected life (years)
3.25
3.25
3.25
Risk-free interest rate
3.8%
3.8%
4.3%
Expected dividends per annum
4.0%
0%
3.2%
Kainos Annual Report 2026
156
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
24. Share-based payments continued
Share-based payments continued
Fair values and awards outstanding continued
Granted Granted
during year to during year to
31 March 31 March
UK SAYE, ROI AND POLAND SHARE OPTIONS 2026 2025
Weighted average exercise price
–
£9.39
Fair value
–
£4.21
Share price at grant
–
£11.78
Expected volatility
–
43%
Expected life (years)
–
3.25
Risk-free interest rate
–
4.3%
Expected dividends per annum
–
3.2%
Reconciliation of outstanding share options and share awards
Number of share options 2025/2026
PSP UK SAYE CSOP US ROI Poland Tot al
(000s) (000s) (000s) (000s) (000s) (000s) (000s)
Outstanding at 31 March 2025
764
749
284
82
26
338
2,243
Granted during period
332
–
–
47
–
48
427
Exercised during the period
(162)
(44)
(53)
(22)
(3)
(92)
(376)
Forfeited during the period
(107)
(339)
(16)
(16)
(12)
(69)
(559)
OUTSTANDING AT 31 MARCH 2026
827
366
215
91
11
225
1,735
EXERCISABLE AT THE END OF THE YEAR
2 2 1
7
1 4 2
–
–
–
3 7 0
Weighted average exercise price 2025/2026
PSP UK SAYE CSOP US ROI Poland
£ £ £ £ £ £
Outstanding at 31 March 2025
0.005
9.61
7.82
0.005
9.59
6.22
Granted during period
0.005
–
–
0.005
–
0.005
Exercised during the period
0.005
9.92
3.03
0.005
9.92
5.95
Forfeited during the period
0.005
9.80
11.70
0.005
9.69
7.38
OUTSTANDING AT 31 MARCH 2026
0.005
9.40
8.68
0.005
9.39
4.61
EXERCISABLE AT THE END OF THE YEAR
0.005
9.92
6.82
–
–
–
Number of share options 2024/2025
PSP UK SAYE CSOP US ROI Poland Tot al
(000s) (000s) (000s) (000s) (000s) (000s) (000s)
Outstanding at 31 March 2024
686
407
266
63
11
229
1,662
Granted during period
180
491
48
39
19
213
990
Exercised during the period
(29)
(2)
(8)
–
–
(24)
(63)
Forfeited during the period
(73)
(147)
(22)
(20)
(4)
(80)
(346)
OUTSTANDING AT 31 MARCH 2025
764
749
284
82
26
338
2,243
EXERCISABLE AT THE END OF THE YEAR
3 6 3
–
1 7 2
–
–
–
5 3 5
157
Kainos Annual Report 2026
24. Share-based payments continued
Reconciliation of outstanding share options and share awards continued
Weighted average exercise price 2024/2025
PSP UK SAYE CSOP US ROI Poland
£ £ £ £ £ £
Outstanding at 31 March 2024
0.005
9.91
7.41
0.005
9.92
4.68
Granted during period
0.005
9.39
11.56
0.005
9.39
7.13
Exercised during the period
0.005
8.54
6.04
–
–
0.005
Forfeited during the period
0.005
9.70
12.04
–
9.49
6.07
OUTSTANDING AT 31 MARCH 2025
0.005
9.61
7.82
0.005
9.59
6.22
EXERCISABLE AT THE END OF THE YEAR
0.005
–
5.22
–
–
–
The weighted average share price at the date of exercise of share options exercised during the year was £9.34 (2025: £9.59).
The options outstanding at 31 March 2026 had an exercise price in the range of £0.005 to £14.66 (2025: £0.005 to £14.66) and
a weighted average contractual life of 7.41 years (2025: 6.54 years).
Restricted shares 2025/2026
UK SIP ROI Tot al
(000s) (000s) (000s)
Outstanding at 31 March 2025
1,866
21
1,887
Granted during period
389
5
394
Released during the period
(69)
(4)
(73)
Forfeited during the period
(226)
(2)
(228)
OUTSTANDING AT 31 MARCH 2026
1,960
20
1,980
Restricted shares 2024/2025
UK SIP ROI Tot al
(000s) (000s) (000s)
Outstanding at 31 March 2024
1,716
23
1,739
Granted during period
373
7
380
Released during the period
(55)
(6)
(61)
Forfeited during the period
(168)
(3)
(171)
OUTSTANDING AT 31 MARCH 2025
1,866
21
1,887
Kainos Annual Report 2026
158
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
Cash-settled share-based payment arrangements
The fair value of the amount payable to employees in respect of share options, which are settled in cash, is recognised
as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally
entitled to payment. Based on share price information, the liability is remeasured at each reporting date and at the
settlement date.
2026 2025
(£000s) (£000s)
At 1 April
492
296
Granted during period
86
312
Released during the period
(26)
(31)
Forfeited during the period
(206)
(85)
AT 31 MARCH 2026
346
492
During FY26, the fair value of awards on the award date was £0.7 million (2025: £3.2 million). At 31 March 2026, the total liability
(inclusive of social security costs) recognised for all cash-settled awards outstanding was £0.5 million (2025: £0.4 million).
A further accrual of £0.6 million (2025: £0.6 million) has been recognised for social security costs in respect of PSP and
unapproved share-option schemes.
Expense recognised in the profit or loss
The Group recognised a total expense of £5.8 million related to share-based payment transactions during the year (2025:
£5.9 million). £4.9 million (2025: £5.7 million) has been recognised as an employee benefit expense in the share-based payment
reserve. Overall a charge of £0.9 million (2025: £0.2 million) has been recognised relating to cash-settled share-based payment
arrangements and social security contributions associated with equity-settled share-based payment arrangements.
Compensation for post-combination services
The total share-based payment expense of £5.8 million includes £0.5 million (2025: Nil) related to compensation for post-
combination remuneration. In connection with the Group’s acquisitions there were contingent consideration arrangements in
place, which were subject to future service conditions being met and were settled through the allotment of shares. This
equity-settled share-based payment expense was recognised over the service periods based on the grant date fair value.
25. Pensions
The Group operates two defined contribution retirement benefit schemes. The assets of the schemes are held separately from
those of the Group in independently administered funds under the control of trustees. The total cost charged to the income
statement of £9.8 million (2025: £9.4 million) represents contributions payable to these funds by the Group at rates specified in
the rules of the schemes. As at 31 March 2026, contributions of £0.2 million (2025: £0.2 million) were payable to the funds and
are included in trade creditors and accruals.
159
Kainos Annual Report 2026
26. Financial instruments
Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and liabilities. The carrying amount of all
financial assets and liabilities not measured at fair value are considered to be a reasonable approximation of fair value.
Financial
assets at Other
amortised financial
FVPL cost liabilities Tot al Fair value
31 MARCH 2026 (£000s) (£000s) (£000s) (£000s)
(£000s)
Level
FINANCIAL ASSETS MEASURED AT FAIR VALUE:
Investments in equity instruments
1,299
–
–
1,299
1,299
3
FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE:
Trade and other receivables
–
55,732
–
55,732
–
–
Cash and cash equivalents
–
82,806
–
82,806
–
–
Treasury deposits
–
6,247
–
6,247
–
–
FINANCIAL LIABILITIES MEASURED AT FAIR VALUE:
Cash settled share-based payments and
share-based social security costs
1,116
–
–
1,116
1,116
1
FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE:
Trade payables and accruals
–
–
75,379
75,379
–
–
Financial
assets at Other
amortised financial
FVPL cost liabilities Tot al Fair value
31 MARCH 2025 (£000s) (£000s) (£000s) (£000s)
(£000s)
Level
FINANCIAL ASSETS MEASURED AT FAIR VALUE:
Investments in equity instruments
1,299
–
–
1,299
1,299
3
FINANCIAL ASSETS NOT MEASURED AT FAIR VALUE:
Trade and other receivables
–
38,520
–
38,520
–
–
Cash and cash equivalents
–
128,288
–
128,288
–
–
Treasury deposits
–
5,399
–
5,399
–
–
FINANCIAL LIABILITIES MEASURED AT FAIR VALUE:
Cash settled share-based payments and
share-based social security costs
1,014
–
–
1,014
1,014
1
FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE:
(18)
Trade payables and accruals
–
–
53,255
53,255
–
–
(18) FY25 financial liabilities not measured at fair value have been restated to include accruals and exclude other tax and social security .
Kainos Annual Report 2026
160
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
26. Financial instruments continued
Measurement of Level 3 fair values
Investment in equity instruments
The Group continues to hold an investment in equity instruments in an unlisted company. The fair value of the investment is
considered to be consistent with initial cost as there has been no material change in the underlying business and its
environment since initial investment.
Financial risk management objectives
The Group’s Corporate Treasury function provides services to the business, manages and forecasts cash balances on each
bank account held and researches available facilities and reports to the CFO on the financial risks relating to the operations of
the Group. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.
The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors, which provide written
principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial
instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the CFO and
the Finance function on a continuous basis.
The Finance function provides updates to the Audit Committee so it can monitor risk and policies implemented to mitigate
risk exposures.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest
rates. This risk is measured through the Group’s budgeting and cash flow forecasting processes, which identify net foreign
currency exposures in Polish Złoty, Euro and US Dollars. The Finance function quantifies and suggests risk mitigation measures
to manage the risk in accordance with Group policies and obtains CFO approval for implementation of these risk mitigation
procedures.
There has been no change to the nature of market risk which the Group was exposed to during the year.
Foreign currency risk management
The Group considers currency risk to relate to the sales and purchases made by Group subsidiaries in a currency other than
their functional currency, resulting in foreign currency trade receivables and trade payables balances. The table below details
this exposure:
Liabilities
Assets
2026 2025 2026 2025
(£000s) (£000s) (£000s) (£000s)
Polish Złoty
3,244
–
–
728
Euro
11,934
326
2,435
1,109
US Dollar
2,338
1,945
5,837
2,879
Canadian Dollar
–
–
4,302
23
Sterling
–
4,179
3,029
4,261
Foreign currency sensitivity analysis
The following exchange rates were applied at the reporting date.
2026
2025
Polish Złoty
4.937
5.000
Euro
1.151
1.196
US Dollar
1.320
1.295
Canadian Dollar
1.839
1.856
161
Kainos Annual Report 2026
26. Financial instruments continued
Market risk continued
Foreign currency sensitivity analysis continued
A 1% weakening of the following currencies against the Pound Sterling at 31 March 2026 would have increased (decreased)
equity and profit or loss by the amounts shown below:
2026 2025
(£000s) (£000s)
Polish Złoty
32
(7)
Euro
94
(8)
US Dollar
(35)
(9)
Canadian Dollar
(43)
–
Forward foreign exchange contracts
The Group may enter into forward foreign exchange contracts to manage the risk associated with anticipated costs for a
period up to 12 months.
There were no forward contracts entered into during the year and there are no outstanding forward contracts at 31 March
2026 (2025: nil).
The Group does not currently hedge expected future revenue denominated in Euro or US Dollars. The Finance function
minimises exposure to currency risk by converting surplus foreign currency balances into Pounds Sterling on a regular basis
while ensuring the balance remaining in foreign currency is sufficient to meet working capital requirements.
Interest rate risk management
The Group has no borrowings and therefore the exposure to interest rate risk is limited to the rates received as interest
income on cash deposits. Bank deposit interest income amounted to £3.7 million during the year ended 31 March 2026
(2025: £6.4 million).
The following table details the Group’s sensitivity to a 1% increase in interest rates received on cash deposits. The sensitivity
analysis includes only short-term and treasury deposits where the Group receives a fixed rate of interest, and adjusts the
interest income received for a 1% change in interest rates. A positive number below indicates an increase in profit and other
equity. For a 1% decrease in interest rates, there would be a comparable impact on the profit and other equity and the
balances would be opposite:
Interest rate impact
2026 2025
(£000s) (£000s)
1% increase in interest rates
890
1,337
Credit risk management
Trade receivables and accrued income
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
In order to minimise credit risk, the Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from default. The concentration of
credit risk is limited due to the customer base consisting largely of public sector bodies, state agencies and blue-chip
corporates. The Group uses publicly available financial information and its own trading records to rate its major customers.
The typical credit period extended to customers is 30 days. Generally, no interest is charged on outstanding trade receivables.
The maximum exposure on trade receivables and accrued income, as at the reporting date, is their carrying value.
Credit approvals and other monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue
debts on an ongoing basis. Furthermore, the Group reviews the recoverable amount of each trade debt and accrued income
balance on an individual basis at the end of the reporting period to ensure that an adequate loss allowance is made for
irrecoverable amounts.
Kainos Annual Report 2026
162
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
26. Financial instruments continued
Credit risk management continued
Trade receivables and accrued income continued
ECLs are measured using a provisioning matrix, applying a simplified approach based on the Group’s historical experience
and informed credit assessment, and adjusted, when required, to take into account current macroeconomic factors. The Group
also considered the potential impact of climate-related risks and global political uncertainty and determined there is no
significant credit risk relating to these factors. For certain significant customers the Group applies credit judgement that is
determined to be predictive of the risk of ECL, taking into account external ratings, financial statements and other available
information before applying a provision matrix to the residual population.
Accrued income relates to contractual revenue recognised not yet invoiced and is assessed for recoverability at the reporting
date. At 31 March 2026, accrued income was £39.5 million (2025: £22.7 million).
The following table provides information about the exposure to credit risk and ECLs.
Expected Gross carrying
loss rate amount Loss allowance
31 MARCH 2026 % (£000s) (£000s)
Not past due
1
77,059
497
Past due 1–90 days
2
6,473
122
Past due 91+ days
42
751
314
BALANCE AT 31 MARCH 2026
84,283
933
Expected Gross carrying
loss rate amount Loss allowance
31 MARCH 2025 % (£000s) (£000s)
Not past due
2
48,495
776
Past due 1–90 days
2
6,423
142
Past due 91+ days
62
405
251
BALANCE AT 31 MARCH 2025
55,323
1,169
The movement in the allowance for impairment during the year was as follows:
2026 2025
(£000s) (£000s)
BALANCE AT THE BEGINNING OF THE PERIOD
1,169
1,908
Remeasurement of loss allowance
(37)
(500)
Amounts recovered during the year
(118)
(178)
Amounts written off
(81)
(61)
BALANCE AT THE END OF THE PERIOD
933
1,169
163
Kainos Annual Report 2026
26. Financial instruments continued
Credit risk management continued
Trade receivable and accrued income concentration risk
The Group has evaluated the concentration of risk with respect to its trade receivables and accrued income balance and
considers it to be low. No single customer represents more than 10% of the combined accrued income and trade receivables
balances at 31 March 2026 (2025: no single customer).
The table below presents the combined trade receivables and accrued income balances by geographic region at 31 March:
2026 2025
(£000s) (£000s)
United Kingdom & Ireland
45,977
31,925
Americas
28,896
17,385
Central Europe
6,478
4,418
Rest of world
1,999
426
83,350
54,154
Cash and cash equivalents
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by
international credit rating agencies. As at 31 March 2026, over 99% of the Group’s funds were held in counterparty banks with
ratings of ‘BBB’ and above (2025: over 99% ‘BBB’ or above), as assessed by Fitch or Moody’s.
The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of
transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that
are reviewed and approved by the CFO in line with Group policies.
The ECL in respect of cash and cash equivalents has been assessed as not material.
Insurance risk management
The Group purchases insurance for commercial or, where required, for legal or contractual reasons. In addition, the Group
retains insurable risk where external insurance is not considered an economic means of mitigating these risks.
The Group has entered into arrangements to insure through a PCC for professional indemnity, cyber and employment
practices liability insurance (£16.0 million of self-insurance cover). The PCC arrangements impact a number of disclosures
within these consolidated financial statements:
• Note 3 – Accounting policy (insurance).
• Note 15 – Insurance cell recorded as a subsidiary.
• Note 19 – Treasury deposits held within the cell.
• Note 22 – Accounting for loss in the event of a claim.
To satisfy regulatory PCC capital requirements, a minimum £2.5 million (2025: £2.5 million) must be retained in cash within
the cell.
As at 31 March 2026 the Group has not recognised a provision as no events of loss have occurred (2025: none).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate
liquidity risk management framework for the management of the Group’s short-, medium- and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities,
by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets
and liabilities.
Cash and cash equivalents comprise cash and short-term bank deposits. The interest rates obtained on the Group’s bank
deposits during the year attracted interest rates ranging between 0.00% and 4.8% 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.
Kainos Annual Report 2026
164
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
26. Financial instruments continued
Liquidity risk management continued
The Group has a strong period end cash and treasury deposit balance of £89.1 million (2025: £133.7 million) and no borrowings.
The Group does not anticipate requiring additional credit facilities to manage liquidity.
Note 20 details the contractual maturity analysis for lease liabilities. There is no difference between the carrying value of trade
creditors and accruals and the contractual cash flows in relation to these amounts. The financial liabilities of the Group, with
the exception of lease liabilities (note 20), will be settled within 12 months of the financial year-end.
Capital risk management
The Group manages its capital to ensure that all Group entities will be able to continue as going concerns while maximising the
return to shareholders. The capital structure of the Group consists of Company equity only (comprising issued capital, reserves
and retained earnings). The Group is not subject to any externally imposed capital requirements and has no borrowings.
Where there is surplus cash over and above that needed to fund organic and inorganic growth, the Board will consider
additional one-off returns of capital to shareholders. After applying the Board’s capital allocation framework, the Group
announced share buyback programmes on 11 November 2024, 19 May 2025 and 10 November 2025 (note 23). The Board will
continue to keep its capital allocation policy and further distributions to shareholders under review, with consideration of other
potential uses of capital that may drive value for shareholders over the medium term.
27. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed in this note.
Parent and ultimate controlling party
There is no one party which is the ultimate controlling party of the Group and Company.
Remuneration of key management personnel
The remuneration of the Executive and Non-Executive Directors, who are the key management personnel of the Group, is set
out below in aggregate for each of the categories specified in IAS24 Related Party Disclosures.
2026 2025
(£000s) (£000s)
Short-term employee benefits (emoluments)
1,252
1,080
Post-employment benefits (pension contributions)
–
6
Gains on exercise of share options
928
–
Share-based payments charge
221
149
2,401
1,235
Pension
No Director was a member of the Group’s defined contribution pension schemes (2025: one). Two Directors received additional
salary in lieu of pension contributions during the year.
Share options
Two Directors exercised options over shares in the Group (2025: none).
Highest paid Director
Remuneration of the highest paid Director was £0.5 million (2025: £0.5 million), including pension contributions of £Nil (2025:
£Nil). The highest paid Director exercised 544 options during the year (2025: none).
Further information about the remuneration of individual Directors is provided in the Directors’ Remuneration Report.
165
Kainos Annual Report 2026
27. Related party transactions continued
Aggregate Executive Directors’ remuneration
2026 2025
(£000s) (£000s)
Short-term employee benefits (emoluments)
929
766
Gains on exercise of share options
928
–
Share-based payments charge
221
149
2,078
915
28. Acquisitions
Year ended 31 March 2026
On 15 September 2025, the Group acquired 100% of the share capital of Davis Pierrynowski Limited (“Davis Pier”), a Canadian
consultancy company known for its work in the Canadian public sector.
Founded in Halifax, Nova Scotia in 2014, Davis Pier brings deep expertise in policy, service design and change management.
This acquisition marks a significant step in Kainos’ North American growth strategy, strengthening its presence in Canada and
expanding its capabilities in delivering transformation across public, healthcare and community services.
From 15 September 2025, Davis Pier has contributed revenue of £4.6 million and £0.1 million loss for the period. If the
acquisition had occurred on 1 April 2025, management estimates that consolidated revenue for the year ended 31 March 2026
would have been £436.4 million and consolidated profit for the year would have been £43.1 million.
The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date.
Fair value
FAIR VALUE OF IDENTIFIABLE NET ASSETS ACQUIRED (£000s)
Property, plant and equipment
167
Right-of-use asset
390
Cash and cash equivalents
931
Trade and other receivables
1,305
Intangible assets
5,904
Deferred tax liability
(1,712)
Lease liability
(364)
Deferred income
(319)
Trade and other payables
(2,119)
FAIR VALUE OF NET IDENTIFIABLE ASSETS
4,183
Goodwill
7,036
TOTAL CONSIDERATION
11,219
SATISFIED BY:
(£000s)
Cash
7,441
Shares issued (426,686 shares)
3,778
TOTAL CONSIDERATION
11,219
OUTFLOW OF CASH AND CASH EQUIVALENTS
(£000s)
Cash consideration
7,441
Repayment of existing debt
1,349
Less cash and equivalents acquired
(931)
NET CASH OUTFLOW
7,859
Kainos Annual Report 2026
166
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
Continued
28. Acquisitions continued
Year ended 31 March 2026 continued
Shares issued
The fair value of the ordinary shares issued was determined based on the listed share price of the Company on 15 September
2025 (£8.855 per share), the effective date of control.
Goodwill
Goodwill has arisen on the acquisition and reflects the future economic benefits arising from assets that are not capable of
being identified individually and recognised as separate assets. The goodwill reflects the skilled and assembled workforce of
the acquired entity and the anticipated profitability and synergistic benefits arising from the combination. None of the goodwill
recognised is expected to be deductible for tax purposes.
Acquisition-related costs
The Group incurred acquisition-related costs of £0.1 million on legal and due diligence costs. These costs have been included
in operating expenses.
Compensation for post-combination remuneration
In connection with the Group’s current and prior acquisitions, additional compensation for post-combination services of up to
£5.5 million (2025: £1.9 million) will be payable in future periods to September 2028, 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 £2.1 million (2025: £0.9 million) has been recognised within operating expenses for compensation
for post-combination services.
Year ended 31 March 2025
The Group did not make any acquisitions during the year ended 31 March 2025.
29. Contractual commitments
During FY25, the Group entered into a strategic partnership agreement with Workday, Inc. under which the Group is committed
to incurring a total minimum expenditure of £23.6 million over three years. £8.8 million remains committed as at 31 March 2026
(2025: £16.7 million).
£31.2 million of capital commitments exist at 31 March 2026 (2025: £2.0 million) relating to the property under construction
(note 13 and note 14).
30. Subsequent events
The Company bought back, for cancellation, 1,437,024 ordinary shares at a cost of £11.6 million between 1 April 2026 and
15 May 2026.
There have been no other material events subsequent to year end that would require adjustment or disclosure in these
consolidated financial statements.
167
Kainos Annual Report 2026
Financial Statements
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2026
Note
2026
(£000s)
2025
(£000s)
NON-CURRENT ASSETS
Investments in subsidiaries 4 9,025 9,025
Receivables 5 11,256 11,043
20,281 20,068
CURRENT ASSETS
Receivables 5 20,039 5,136
Prepayments 730 967
Cash at bank and in hand 45,943 99,246
66,712 105,349
Payables: Amounts falling due within one year 6 (3,573) (16,159)
NET CURRENT ASSETS 63,139 89,190
TOTAL ASSETS LESS CURRENT LIABILITIES 83,420 109,258
NET ASSETS 83,420 109,258
CAPITAL AND RESERVES
Share capital 7 589 618
Share premium account 10,647 9,481
Share-based payments reserve 41,823 36,907
Other reserves 12,644 8,834
Shares held to be cancelled (2,612) (1,431)
Retained earnings 20,329 54,849
SHAREHOLDERS’ FUNDS 83,420 109,258
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 total profit and comprehensive income for the year of £55.1 million
(2025: £69.9 million).
The financial statements of Kainos Group plc (registered number 09579188) were approved by the Board of Directors and
authorised for issue on 15 May 2026.
They were signed on its behalf by:
Richard McCann
Director
15 May 2026
Kainos Annual Report 2026
168
Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY
Share
capital
(£000s)
Shares
held to be
cancelled
(19)
(£000s)
Share
premium
account
(£000s)
Share-based
payments
(£000s)
Other
reserves
(£000s)
Retained
earnings
(£000s)
Tot al
equity
(£000s)
BALANCE AT 31 MARCH 2024 629 – 9,419 31,228 8,820 42,088 92,184
Profit and total comprehensive income – – – – – 69,888 69,888
Issue of share capital – share options exercised 3 – 62 – – – 65
Equity-settled share-based payments – – – 5,679 – – 5,679
Deferred tax for equity-settled share-based
payments – – – – – (25) (25)
Share buyback programme – (22,785) – – – – (22,785)
Shares cancelled (14) 21,354 – – 14 (21,354) –
Dividends – – – – – (35,748) (35,748)
BALANCE AT 31 MARCH 2025 618 (1,431) 9,481 36,907 8,834 54,849 109,258
Profit and total comprehensive income – – – – – 55,141 55,141
Issue of share capital – share options exercised 3 – 1,166 – – – 1,169
Equity-settled share-based payments – – – 4,916 – – 4,916
Issue of shares as purchase consideration 2 – – – 3,776 – 3,778
Share buyback programme – (56,210) – – – – (56,210)
Shares cancelled (34) 55,029 – – 34 (55,029) –
Dividends – – – – – (34,632) (34,632)
BALANCE AT 31 MARCH 2026 589 (2,612) 10,647 41,823
(20)
12,644 20,329 83,420
(19) Shares purchased as part of the share buyback programme due to be cancelled.
(20) £32.3 million relates to exercised or lapsed options or fully vested free shares and is considered distributable.
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Kainos Annual Report 2026
1. General information
Kainos Group plc (‘the Company’) is a public company limited by shares incorporated in the United Kingdom under the
Companies Act 2006 and is registered in England and Wales (company registration number 09579188), having its registered
office at 21 Farringdon Road, 2nd Floor, London EC1M 3HA.
2. Material accounting policies
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (‘FRS101’). In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of UK-adopted international accounting standards (‘Adopted IFRSs’) but makes amendments where
necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS101 disclosure
exemptions has been taken.
In these financial statements, the Company has applied the exemptions available under FRS101 in respect of the following
disclosures:
• cash flow statement and certain related disclosures;
• certain disclosures regarding revenue;
• certain disclosures regarding leases;
• comparative period reconciliations for number of shares outstanding;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions
under FRS101 available in respect of the following disclosures:
• IFRS2 Share-based payments in respect of Group settled share-based payments
• Certain disclosures required by IFRS13 Fair Value Measurement, and the disclosures required by IFRS7 Financial Instrument
Disclosures.
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are the
same as those set out in note 3 to the consolidated financial statements, including the following policies applicable to the
Company.
Investments in subsidiaries
Investments in subsidiaries are stated at cost and, where appropriate, less allowances for impairment.
Share-based payments
Where the Company has granted rights to its equity instruments to employees of other Group companies, such arrangements
are accounted for as equity-settled share-based payment arrangements. The share-based payment expense relating to
employees of other Group companies is recharged to these companies.
Accounting judgements and key sources of estimation uncertainty
The Directors have identified no key sources of estimation uncertainty that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year. Furthermore, no individual
judgements have been made that have a significant impact on the Company financial statements.
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Kainos Annual Report 2026
170
Financial Statements
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Continued
3. Profit for the year
Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss
account. The parent Company reported a profit for the year of £55.1 million (2025: £69.9 million).
The auditor’s remuneration for audit and other services is disclosed in note 6 to the consolidated financial statements.
The average number of employees (including Executive Directors) was two (2025: two).
2026
(£000s)
2025
(£000s)
Wages and salaries 898 611
Social security costs 77 87
Other pension costs 25 25
Share-based payments 221 149
1,221 872
Pension amounts for employees are payments in lieu of pension.
Further information about share-based payments is provided in note 24 to the consolidated financial statements.
4. Investments in subsidiaries
COST AND CARRYING AMOUNT (£000s)
ON 1 APRIL 2025 AND 31 MARCH 2026 9,025
Details of the Group’s subsidiaries at 31 March 2026 are included in note 15 of the consolidated financial statements.
5. Receivables
2026
(£000s)
2025
(£000s)
AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR:
Amounts owed from Group undertakings 11,177 10,981
Deferred tax asset 79 62
11,256 11,043
AMOUNTS FALLING DUE WITHIN ONE YEAR:
Amounts owed from Group undertakings 19,976 5,022
Other receivables 63 114
20,039 5,136
The deferred tax asset relates to share-based payments.
Amounts owed from other Group companies are unsecured. Management has assessed that the ECL on such balances is
insignificant and, on this basis, have not provided for an ECL on this balance.
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Kainos Annual Report 2026
6. Payables: Amounts falling due within one year
2026
(£000s)
2025
(£000s)
Trade creditors and accruals 1,632 1,184
Amounts owed to Group undertakings 489 14,824
Tax payable 75 115
Share buyback liability 761 –
Other tax and social security 616 36
3,573 16,159
Amounts owed to other Group companies are repayable on demand and are unsecured.
7. Share capital and reserves
Information on share capital and reserves and movements during the year is included in note 23 of the consolidated
financial statements.
8. Distributable reserves
The Company’s distributable reserves as at 31 March 2026 total £52.6 million (2025: £80.2 million).
9. Commitments
As at 31 March 2026 the Company has no commitments (2025: none).
10. Subsequent events
Information on subsequent events of the Company are included in note 30 of the consolidated financial statements.
Kainos Annual Report 2026
172
Other information
DEFINITION OF TERMS
Definition of terms
We use the following definitions for our key metrics and
other terms:
Active customer: a customer who has signed a contract with
us within the last three months or has generated revenue in
the last six months.
Adjusted earnings per share (basis and diluted): adjusted profit
after tax divided by the weighted average number of ordinary
shares outstanding (basic) or weighted average number of
ordinary shares outstanding after adjustment for the effects
of all dilutive potential ordinary shares (diluted).
Adjusted EBITDA: adjusted pre-tax profit excluding interest,
tax, depreciation of property, plant and equipment, and
right-of-use assets, and amortisation of intangible assets.
Adjusted pre-tax profit: profit before tax excluding the effect
of share-based payments expense, acquisition-related
expenses including amortisation of acquired intangible
assets, deferred consideration (including post combination
remuneration expense) and restructuring costs incurred.
Adjusted profit margin: adjusted profit as a percentage
of revenue for the period.
Agentic AI: refers to intelligent systems that can autonomously
plan, decide and act to achieve defined goals, working across
multiple steps and systems with minimal human intervention.
These agents combine reasoning, learning and action
capabilities to deliver outcomes, not just insights, while
operating within clear ethical, governance and organisational
boundaries.
Annual recurring revenue (ARR): the total of the annualised
committed subscription value contracted at the end of the
reporting period.
Bookings: the total value of sales contracted during
the period.
Carbon net zero: any CO2 released into the atmosphere from
a company’s entire value chain is reduced as much as
possible and the rest is removed.
Carbon neutral: any CO2 released into the atmosphere from
a company’s entire value chain activities is balanced by an
equivalent amount being removed.
Cash conversion: cash generated from operating activities as
a percentage of adjusted EBITDA.
Compound annual growth rate (CAGR): annual growth rate
over a specified period of time.
Constant currency (ccy): excludes the effect of foreign
currency exchange rate fluctuations on period-on-period
performance by translating the relevant prior period figure
at current period average exchange rates.
Contracted backlog: the value of contracted revenue that has
yet to be recognised.
Existing customer revenue: total revenue recognised from
customers in the current period who were also customers
in the preceding year.
International revenue: total revenue derived from locations
outside of UK and Ireland.
Near-term net zero: making science-based cuts to our
day-to-day emissions in the short term, prioritising real
reductions that set us on a credible path to full carbon net
zero across our business.
Net promoter score (NPS): a metric that organisations use
to measure customer loyalty toward their brand, product or
service, which can range from -100 to +100. Bain & Co, the
creators of the metric, held that a score above 0 is good; 20+
is favourable; 50+ is excellent; and 80+ is world-class.
Net revenue retention (NRR): a metric that measures the
percentage of revenue retained from existing customers
over a period of 12 months, including upsells, downgrades,
and churn.
Organic revenue: our revenue excluding revenue from
acquisitions completed in the current and comparative
reporting periods.
Science Based Targets initiative (SBTi): a target for reducing
greenhouse gases and CO2 emissions which is aligned with
the global effort to limit global warming to 1.5°C.
Software as a service (SaaS): a software distribution model
that delivers application programmes over the internet, with
users typically accessing the programme through a web
browser. Users pay an ongoing subscription to use the
software rather than purchasing it once and installing it.
173
Kainos Annual Report 2026
Kainos Group plc
Registered Office
2nd Floor
21 Farringdon Road
London
EC1M 3HA
Business Address
Kainos House
4-6 Upper Crescent
Belfast
BT7 1NT
Northern Ireland
Email:
investorrelations@kainos.com
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Email:
shareholderenquiries@cm.mpms.mufg.com
Other information
COMPANY INFORMATION
Designed and produced by www.farraday.com
Kainos plc’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Arena Smooth Extra White which is an FSC® material.
This document was printed by Maxim using its carbon neutral built indigo 7900,
which minimises the impact of manufacture on the environment. Maxim is also a
member of the carbon capture programme run by the Woodland Trust, which
offsets the carbon cost of paper by planting trees. 99% of paper waste is also
diverted from landfill and recycled.
to be updated
Kainos Annual Report 2026
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KAINOS ANNUAL REPORT 2026