Annual Report and Financial Statements 2024
Investing
in our future.
Foresight Group Holdings Limited
Annual Report and Financial Statements
For the year ended 31 March 2024
Our purpose
We invest to build a
sustainable future and
grow thriving economies.
the forefront of change. Every day, we are actively
building and growing our investments to support
the energy transition, decarbonise industry,
enhance nature recovery and realise the economic
potential of ambitious companies.
Investing in our future.
It takes Foresight.
Our strategic pillars
Invest Build Grow
Our values
Sustainable
impact
Achieve with
ambition
Relationships with
integrity
Collective
success
See more on page 11
Front cover:
1
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Introduction
Highlights 1
Executive Chairman’s statement 2
Strategic Report
Overview 4
Business review 14
Performance and risk 43
Governance
Executive Chairman’s introduction 67
Board of Directors 69
Corporate governance 71
Nomination Committee report 81
Audit & Risk Committee report 83
Remuneration Committee report 91
Directors’ report 106
Financial Statements
Responsibility statement of the Directors 114
Independent Auditor’s report 115
Consolidated Statement of Comprehensive Income 125
Consolidated Statement of Financial Position 127
Consolidated Statement of Changes in Equity 128
Consolidated Cash Flow Statement 129
Glossary 198
Corporate information 200
Contents Highlights
Our diversied business model continues to deliver protable growth.
£12.1bn
AUM
1
(31 March 2023:
£12.2bn)
£8.4bn
FUM
1
(31 March 2023:
£9.0bn)
£141.3m
Total revenue
(FY23: £119.2m)
86.6%
Recurring revenue
1
(FY23: 86.6%)
£59.3m
Core EBITDA
pre-SBP
1
(FY23: £50.2m)
42.0%
Core EBITDA
1
(FY23: 42.1%)
£24.8m
Total comprehensive
income
(FY23: £20.9m)
1.
the uncontrollable nature of the share-based payments charge. Recurring revenues % is recurring revenue divided by total revenue.
presented in this document may vary slightly from the actual arithmetic totals of such data. In certain statistical and operating tables contained in this document, the sum of
and accordingly may not add up to 100%.
foresight.group
See more in our 2024 Sustainability Report
Strategic Report
Governance
Financial Statements
Introduction
“ Strong earnings momentum
and multiple drivers of growth”
Bernard Fairman
Executive Chairman
Executive Chairman’s
statement
higher margin retail vehicles (£436 million funds raised) and
successful institutional fundraising activity from our Private
Equity business (£134 million funds raised). The improved
to £8.4 billion (FY23: £9.0 billion), delivered growth in core
EBITDA pre-SBP of 18% for the Group and further builds upon
the substantial progress that we have made since IPO.
Three years post-IPO
In February 2021, we successfully listed Foresight Group on
1.
fundraising delivery
2.
capital to fund M&A activity
success.
Fundraising into higher margin retail and private equity
institutional vehicles has increased by c.65% and c.120%
respectively post-listing
1
, when compared with the three
years prior².
transition strategy, Foresight Energy Infrastructure Partners
(“FEIP”), closed with total commitments of €851 million in
2021, which was c.70% over the original target. Building upon
this success, post period end we secured commitments of
of this strategy. This demonstrates the quality and demand
fundraise of €1.25 billion during 2025, a material increase on
Infrastructure Capital Holdings Pty Ltd (“Infrastructure
strategically accretive but has also substantially increased
our geographic reach.
including FY24 most recently, the Group has achieved
The Group has also delivered substantial margin expansion
leverage as the business scales.
company ideally positions us to capture the long-term
structural growth trends in our key markets.
Outlook within our key markets
As an international investment manager, we provide investors
access to attractive opportunities in the transition to cleaner
energy, decarbonised infrastructure and the economic
potential of growing companies. Our extensive track record
of identifying and then maximising the value of attractive
investment opportunities means that we are well positioned
to attract and deliver strong returns for institutional and retail
investors within our key markets.
Energy transition: As I have said before, I believe that
the energy transition represents the largest investment
opportunity of our generation. This opportunity is driven
global decarbonisation agendas, energy security concerns
consumption requirements of AI and data centres.
1.
2.
2
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Outlook within our key markets continued
To quantify the size of this opportunity, global investment in
the energy transition reached a record $1.8 trillion in 2023,
a 17% increase on 2022. Looking ahead, global investment
levels are estimated to need to nearly triple to $4.8 trillion
per year between 2024 and 2030 to remain on track to
achieve global net zero targets
1
.
to roll out multi vintages across a number of our institutional
transition strategy, Foresight Energy Infrastructure Partners
vintage post period end. In addition, another established
strategy, Australian Renewables Income Fund (“ARIF”),
remains open to further fundraising. Finally, we have a
Hydrogen strategy in pre marketing and also plan to leverage
our experience in Natural Capital investment to develop a
private fund in this growing sector.
Regional private equity: As is the case with many countries,
2
,
we see this as a unique opportunity to provide much needed
investment, and as such, Foresight’s Private Equity division
remains one of the most active SME investors.
To address the equity gap, the division’s strategy provides
fundraising opportunities.
Our hard-to-replicate regional network then enables us to
access high quality SME investment opportunities, with our
experience through economic cycles helping to support our
diverse portfolio through prevailing market conditions.
presenting an opportunity for our division to further expand
outside of these countries in the future.
Foresight’s considerable investment experience, combined
with our range of compelling products within our key
FY25 and beyond.
Updating our guidance
Following three years of strong delivery against the targets
that we set out at IPO, we believe that it is now appropriate
to update our medium-term guidance. Looking forward, our
the end of FY29.
This aim will be achieved by growing our real asset and
regional private equity focused strategies, as well as our tax
areas, combined with the structural growth trends in these
in our ability to meet or exceed this guidance organically.
Strategic M&A will remain an important part of our overall
strategy and provides an opportunity for outperformance.
assessment of these opportunities, pursuing only those that
are earnings accretive.
In addition to our headline guidance, we will:
target 85-90% recurring revenue
expand core EBITDA pre-SBP margin as the business
scales
Governance and Sustainability
Growth has clearly been a key focus for the Group but
strong governance is critical to our success. In addition to
the Governance section within this report we have produced
a separate Sustainability Report for the second successive
year. Please refer to this document for details on our
approach to sustainability including the independent double
materiality assessment we completed in FY24 to ensure that
we comply and thrive within an evolving regulatory backdrop.
Dividend
delivered by the Group this year, and the continued strong
dividend of 15.5 pence per share to match the prior year
(2023: 15.5 pence per share) for approval by Shareholders
dividend of 6.7 pence per share (H1 FY23: 4.6 pence per
share) this gives a total dividend payment for the year of
22.2 pence per share, representing a 10% increase on
On behalf of the Board, I would like to thank all our
colleagues across the globe for their valuable contributions
to the success of the Group and for their continued
dedication as we enter FY25.
Bernard Fairman
Executive Chairman
26 June 2024
Executive Chairman’s statement continued
1. Per the Bloomberg NEF “Energy Transition Investment Trends 2024” report
published on 30 January 2024.
2.
3
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Strategic Report
Building successful
investment
strategies.
Overview
About us 5
Business model 10
Strategic priorities 11
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Founded in 1984,
Foresight is a leading
investment manager in
real assets and capital for
growth.
Across our three divisions, Infrastructure, Private Equity
and Foresight Capital Management, our investments
play an important role in reducing the world’s carbon
emissions, improving social infrastructure for businesses
and communities, and supporting the long-term growth of
ambitious companies.
Foresight’s decades of investment experience and hands-on
approach help us create and maximise overall value and
provide attractive returns to our diverse institutional and
retail investor base across a broad range of fund strategies
and strong track record of innovating products, scaling
performance through economic cycles.
Together, we are united by a shared commitment to build
About us
5
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
t
About us continued
+148%
Increase in core EBITDA pre-SBP since IPO
+7.4ppt
Margin expansion since IPO, evidencing operating leverage
Growing markets
Ideally positioned to capture the long-term structural growth
Global investment levels are forecast to need to nearly triple
to $4.8 trillion per year between 2024 and 2030 to remain on
track to achieve global net zero targets
1
£15 billion²
Sustainable
Foresight has over 80%
are aligned with the Multilateral Development Banks’ list
of activities considered universally aligned with the Paris
Agreement’s mitigation goals
3
The Sustainability Report also sets out the process and
results of the double materiality analysis conducted in
FY24. To be well-prepared for future market demands, the
double materiality analysis is based on both the International
Sustainability Standards Board (“ISSB”) as well as the
European Sustainability Reporting Standards (“ESRS”)
Foresight’s Task Force on Climate-related Financial
Disclosure (“TCFD”) can be found in our Sustainability Report
(https://www.foresight.group/sustainability-report-fy24)
1.
2.
3. https://documents.worldbank.org/en/publication/documents-reports/documentdetail/099212406162322091/
6
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
About us continued
Scalable
Scalable growth platform
+69%
+104%
Increase in revenue since IPO
+19%
increase in revenue in FY24
geographic footprint
>200
Institutional investors
c.40,000
Retail investors
69%
31%
45
Investment vehicles
46%
Predictable
Recurring and predictable long-term revenue model
85-90%
Recurring revenue range
92%
1
or LP vehicles, with long-duration capital
1.
All underpinned by our entrepreneurial culture and the
wealth of knowledge and experience of our people
7
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
continued success, holding invaluable knowledge and crucial
client relationships.
Our People & Sustainable Culture (“PSC”) Team sets the
people strategy and frameworks to align with that of the
The ultimate aim is to cultivate an environment where
contributions to the organisation’s success.
annual engagement score of 81%. However, we recognise the
loss of our top talent would not only disrupt operations, but
provide ample opportunities for advancement to the highest
succession planning processes are instrumental in maintaining a
resilient workforce, thereby minimising disruptions in the event
to attracting talent that aligns with our Diversity, Equity and
Inclusion (“DE&I”) goals and ensures a positive workplace
in the short term, potentially leading to an inability to meet
opportunities. To mitigate these risks, we have unconscious
bias training for all hiring managers, as well as ensuring our
recruitment agencies are fully aware of our culture and our
DE&I strategy.
Over the course of FY25 we will be sharing inclusive line
manager training, and training around neurodiversity. By
focusing on these areas, we can build a diverse and talented
workforce well positioned to drive long-term success.
compensation packages to attract, retain and motivate
salary, short-term incentives and long-term incentives,
and Australian employees. These schemes ensure increased
engagement and alignment of interests in terms of long-term
employee value propositions.
Development
Our commitment to a skilled workforce extends beyond
training and competencies. In the short term, neglecting
training could disincentivise and disengage employees.
top talent. However, by investing in comprehensive training
DE&I competencies, we can cultivate a highly skilled and
engaged workforce. Furthermore, by training our employees
in sustainability and creating a robust competence base,
avoiding risks, our internal training strategy encourages
market leader.
About us continued
61% of
employees
enrolled on the Share
Incentive Plan
Launched
Elevate - Women in
Leadership Programme
Launched
Foresight
programme
Launched
Bespoke line
manager training
Internal ACE mentoring
scheme with 30% of
employee base engaged
8
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
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Financial Statements
Introduction
Development continued
Empowering our employees to make informed decisions that
align with our sustainability commitments can further lead to
improved governance practices, and a greater focus on
enhancing our culture, brand image and visibility in the
marketplace.
to assess performance, with input provided by respective
managers, and we also encourage 360-degree feedback.
Mid-year appraisals are also held to ensure our people are
on track and receive the necessary support and training
from the business to achieve their goals. Additionally, we
refreshed our mentoring scheme, which has over 30% of
employees are fully supported.
Inclusion
Foresight currently has 396 employees, of which 40% are
women. The Executive Management level is currently all
male, a legacy situation driven by tenure. At Board level 20%
are women. Foresight Group recognises that diversity is a
DE&I is on the agenda for any future changes.
Foresight promotes gender equality and equal pay through
Foresight also provides training and skills development
promoting diversity and inclusion and has a programme
During the year, we have also conducted workshops
Employee wellbeing and work-life balance
Foresight acknowledges the risks of mental health issues
caused by long periods of stress and busy periods that
may impact our employee population. To address this
issue, employees at Foresight have access to our Employee
Foresight employees are also encouraged to express
concerns or issues through annual employee surveys and
quarterly employee forums. Through this, wellbeing is
continuously monitored, and assessed. Foresight carries
and over FY24 allocated wellbeing bonuses of £500 (or
the equivalent of) to employees. In the upcoming year, we
will continue our focus on wellbeing by bringing in our EAP
providers to explain more about what the support looks like,
About us continued
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Business model
Considering
stakeholders
Our markets
See pages 15 to 35
Our assets
See pages 15 to 35
Our workforce
See pages 8 and 9
Our stakeholders’
views
See pages 36 to 41
Our sustainability
Sustainability Report
Infrastructure
Products provide direct access to a broad range of
investment opportunities resulting from the global energy
transition.
The experienced in-house global team source, develop,
operate and manage these investments on behalf of our clients.
See pages 16 to 22
Private Equity
Remain one of the most active SME investors targeting the
Leverage deep regional relationships and high-quality
management capabilities to support and create value across
our diverse portfolio through prevailing market conditions.
See pages 23 to 29
Foresight Capital Management
Provide retail and institutional investors access to real assets
and sustainable investment opportunities through actively
managed open-ended vehicles.
Apply Foresight’s deep knowledge of private markets
See pages 30 to 35
1.
22.2p
Total dividend per share
See page 44
Investors, clients and
advisers
See page 38
See page 37
Communities
See page 38
Suppliers and
See page 39
Regulators and
See page 39
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Recurring
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Secretarial and
Directors’ fees on
committed FUM
1
realisations, creating
performance fees
Arrangement
fees earnt
on certain
transactions
Marketing fees
earnt for certain
fundraising
activities
Recurring
Management
fees on
deployed FUM
1
10
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Strategic priorities
Our strategic priorities are implemented through three key elements:
Grow
our scalable investment platform
Invest
in our existing products and the
Build
our international reach
Goal:
Execute on our strong pipeline of institutional fund launches,
leveraging our experience and performance track record
As funds are raised, scale up deployment, generating operating
leverage
Goal:
the Group’s entrepreneurial culture to develop our position in
Goal:
Originate compelling international investment opportunities across
the business
Attract new investors from across the globe into our strategies and
leverage existing relationships
Strategy in action in FY24:
900+
infrastructure investment opportunities reviewed
Strategy in action in FY24:
FEIP II
Following pre marketing activity in FY24, Post period end, less
than six months after FEIP I’s investment period ended, we were
the second vintage of this strategy, Foresight Energy Infrastructure
Partners II (“FEIP II”)
Strategy in action in FY24:
£436 million
funds raised into higher margin retail vehicles
2
new regional private equity funds launched
Year ahead:
First close and subsequent fundraising into the second vintage of
First close of a new investment strategy, dedicated to hydrogen
investment
Consistent retail fundraising through our well-established in-house
retail sales team
Year ahead:
robust and attractive returns for our investors
Year ahead:
Continue to leverage global origination capabilities to maintain a
strong pipeline of investment opportunities
Market established and new strategies to new investors and
and through third-party relationships
11
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
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Financial Statements
Introduction
Key performance indicators
AUM
£12.1bn (31 March 2023: £12.2bn)
(0.2%) decrease year-on-year
Why is this important?
level comparison with our peers
our strategy and how that translates to the strength of our
fundraising and future revenue potential
What we achieved in the year
into higher margin vehicles
launch of two new funds
Pre marketing of two institutional infrastructure funds
£12.1bn
£12.2bn
£8.8bn
FY22 FY23
FY24
Why is this important?
Monitoring the balance between recurring and non-recurring
revenue is important to ensure we maintain our high quality of
earnings
What we achieved in the year
translates to a highly predictable source of future income
Why is this important?
Core EBITDA pre-SBP is monitored to ensure we are growing the
What we achieved in the year
Achieved a 43% core EBITDA pre-SBP margin in H2 FY24, in line
with our medium-term target set at IPO
Revenue
£141.3m (FY23: £119.2m)
86.6% recurring revenue (FY23: 86.6%)
Core EBITDA pre-SBP
£59.3m (FY23: £50.2m)
-0.1pts margin decrease year-on-year
£141.3m£119.2m
£86.1m
FY22 FY23
FY24
42.0%
£59.3m
42.1%
£50.2m
37.0%
£31.8m
FY22 FY23
FY24
Strategic alignment
Strategic alignment
Strategic alignment
12
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Key performance indicators continued
Dividend payout
22.2p (FY23: 20.1p)
64% payout ratio (FY23: 60% payout ratio)
Why is this important?
dividends to be paid to our Shareholders
M&A opportunities
What we achieved in the year
dividend by over 10%
22.2p20.1p
13.8p
FY22 FY23
FY24
Why is this important?
The rate at which we can deploy funds is dependent on cash
availability, with a strong pipeline of investment opportunities in
our key markets
FCM division in addition to investments made in private markets
across the Infrastructure and Private Equity divisions
What we achieved in the year
Continued development of the Infrastructure future deployment
rights pipeline, which remains in excess of £5 billion
Why is this important?
connection working for Foresight, their plans to stay, and
motivation
across those questions to obtain the overall engagement score for
the survey
What we achieved in the year
employees, above many of our peers. Company level and team
to further improve engagement.
Deployment
£2,017m (FY23: £3,034m)
34% decrease year-on-year
81% (FY23: 76%)
87% participation rate (FY23: 86%)
81%
76%
83%
FY22 FY23
FY24
£2,017m
£876m
£1,141m
£3,034m
£1,377m
£1,657m
£1,883m
£1,456m
£427m
FY22 FY23
FY24
Strategic alignment
Strategic alignment
Strategic alignment
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
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Financial Statements
Introduction
We invest in building
cleaner energy
systems, decarbonising
industry and growing
ambitious companies.
Strategic Report continued
Business review
Infrastructure 16
Private Equity 23
Foresight Capital Management 30
Stakeholders 36
Section 172(1) statement 42
14
Strategic Report
Governance
Financial Statements
Introduction
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Business review
Foresight’s investment strategies are designed to generate long-term investment returns.
Infrastructure
Foresight’s Infrastructure division is one of
Europe’s and Australia’s most established
technologies, focusing on the energy transition
which includes renewable generation, grid
infrastructure and hydrogen, and also
natural capital, social, transport and digital
infrastructure.
Private Equity
Our Private Equity division is one of the most
companies through their own and economic
across all sectors and deal stages. Each year
we review over 3,000 business plans and are
currently supporting more than 250 SMEs.
Foresight Capital Management
Our Foresight Capital Management (“FCM”)
division applies private market expertise to
opportunities in listed markets. The FCM Team
and investment approach were established
in 2017 to facilitate retail and institutional
investors accessing infrastructure, renewables
and real estate investment opportunities
through actively managed open-ended funds
investing in listed securities.
£9.8bn
81%
of AUM
60%
of revenue
See more on pages 16 to 22
£1.6bn
13%
of AUM
33%
of revenue
See more on pages 23 to 29
£0.7bn
6%
of AUM
7%
of revenue
See more on pages 30 to 35
Distribution
69%
Institutional AUM
31%
Retail AUM
Investment
15
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
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Introduction
Infrastructure
established real asset investors, focusing
Business review continued
16
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Foresight’s Infrastructure division is one of Europe’s and
across many technologies, focusing on the energy transition
which includes renewable generation, grid infrastructure
and hydrogen, and also natural capital, social, transport and
green energy capacity.
The experienced in-house team comprises over 180
investment, commercial and technical professionals who
provide a complete end-to-end solution for retail and
institutional investors. This includes:
1. Creating a bespoke range of products that meet the needs
of investors, the economy and the environment
2. Investment origination and execution, including sourcing
and structuring transactions
3. Ongoing active commercial, operational and technical
management and optimisation of our assets
access the best available markets and opportunities at any
given time.
The division deploys and manages capital across a wide
range of infrastructure sectors at various stages of an asset’s
life, through development, construction and operational
stages. This creates further investment opportunities and
ESG principles to evaluate, monitor and encourage portfolio
companies to make improvements:
1. Sustainable development contribution: contribution made
towards the global sustainability agenda
2. Environmental footprint: localised environmental impact
3. Social: the interaction with local communities and the
welfare of employees
4. Governance: compliance with relevant laws and
regulations
5. Third-party interactions: the sustainability of key
counterparties and the broader supply chain
Our in-house asset management team focuses on operational
performance, asset optimisation, commercial management,
generating sustainable long-term asset operations and
the wider Infrastructure division with a competitive advantage
Business review continued
Infrastructure continued
Operational overview
Infrastructure AUM by theme:
| 64%
| 18%
| 9%
| 4%
| 3%
| 2%
Infrastructure AUM by client type:
| 79%
| 21%
£9.8bn
Assets Under
Management
438
infrastructure
assets
180+
investment, commercial
and technical
professionals
4.7GW
total green energy
technology capacity
1
Infrastructure AUM by geography:
48%
35%
17%
1.
Strategic Report
Governance
Financial Statements
Introduction
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
17
Business review continued
Infrastructure continued
Market opportunity
Due to strong global decarbonisation agendas, the
sustainable infrastructure market is driven by powerful
long-term structural and regulatory tailwinds with the aims of:
1. Achieving net zero targets (in line with the Paris Agreement
2. Strengthening energy security in light of recent global
a record $1.8 trillion in 2023, a 17% increase on 2022, the
2024 BNEF Energy Transition Investment Trends report
estimates that global investment levels need to nearly triple
not yet aligned to meet this increased demand, there is a
growing need for public and private institutions to work more
closely together to help scale the investment required.
national/regional level, supported by new regulations that
private investment in clean technologies to achieve this.
The amended Renewable Energy Directive (“RED III”), that
in November 2023. This sets out the aim to increase the
consumption to at least 42.5% by 2030 with an aspiration
across industry, transport and buildings. For example,
in the industrial sector, RED III requires a 1.6% annual
increase in renewable energy usage.
The expansion of the Australian Government’s Capacity
Investment Scheme (“CIS”) was announced in November
2023. The expanded CIS seeks to incentivise the national
dispatchable capacity by 2030. The Government is
seeking to unlock more than A$65 billion of investment in
renewable capacity through the CIS. Competitive tenders
for revenue underwriting will be held approximately every
six months starting from May 2024. Post period end,
the Federal Budget for 2024-25 was announced in May
2024 and is the biggest clean energy budget in Australian
history. The “Future Made in Australia” package will
realise Australia’s potential to become a renewable energy
superpower, add value to resources, and strengthen
economic security by attracting investment in priority
areas.
Foresight’s Infrastructure division, through its current and
investment opportunities.
18
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Introduction
Strategic Report
Governance
Financial Statements
Introduction
Fundraising update
energy transition and wider net zero ambitions. There is a
growing need for investment in energy storage and green
hydrogen alongside the continued development of renewable
energy production and investment upgrades to the grid
that are needed to support these new energy sources and
increased consumption resulting from electric vehicles and
AI-related data centres.
slowed the pace but not the size or scope of our institutional
infrastructure fundraising activities, we have been
encouraged in 2024 by investor demand for our institutional
infrastructure pipeline of products:
FEIP/FEIP II: As part of our Foresight Energy Infrastructure
technologies and geographies, investing in complementary
and negatively correlated assets to deliver a superior
concluded its investment period, having deployed over
Post period end, less than six months after FEIP I’s
investment period ended, we were pleased to announce
vintage of this strategy, Foresight Energy Infrastructure
a target fundraise of €1.25 billion, FEIP II will continue to
raise capital until late 2025.
Hydrogen: Over the last 12 months, new or updated
national hydrogen strategies and Government legislation
have been announced that continue to support the
investment case for low carbon hydrogen opportunities
in key geographic regions. In addition, we are observing
the increasing demand for this product, with large
corporations such as TotalEnergies issuing public tenders
economy is growing and long lasting. As such, we are
increasing our emphasis on a new Foresight Hydrogen
Infrastructure Fund (“FHIF”) that is currently pre-marketing
Australian Renewables Income Fund (“ARIF”):
During the year, the continued global demand for
sustainable investment has driven Australia’s push
towards decarbonisation. Achieving the Australian
Energy Regulator’s energy transition goals will require
opportunities for ARIF, which remains open to capital
commitments.
look to develop further products to support decarbonisation
agendas; for example, within natural capital, a sector that
we already have experience investing in through forestry and
aquaculture assets.
Against the backdrop of challenging market conditions for
institutional fundraising in FY24, our Foresight Inheritance
allocated to infrastructure investment strategies.
Performance and capital deployment
fundraising constraints experienced during 2023. However,
our team’s well-established international networks resulted
in the origination and review of over 900 investment
opportunities, a 26% increase on the prior period. Improving
institutional infrastructure fundraising conditions in 2024
of this origination pipeline in FY25.
FY24 FY23
Transactions completed
29 54
359 690
New future deployment rights (£m)
1
1,141 1,657
Total (£m)
1,500 2,347
1. New future deployment rights associated with transactions completed during
Business review continued
Infrastructure continued
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Performance and capital deployment continued
Investments that progressed or completed in the
decision (“FID”) on the Company’s green hydrogen
expected in the second half of 2024. The Company also
development of which the Thierbach site in Germany is the
furthest advanced. The Company continues to see strong
interest from corporates from a range of sectors that need
HH2E sites.
Stage 1 of the development comprises approximately
and community engagement.
further details.
At the year end, the division held a strong total future
deployment rights pipeline in international infrastructure
of over £5 billion, across sectors including renewable
generation, storage, hydrogen and natural capital.
Outlook
In FY24, a higher interest rate environment created
headwinds to institutional infrastructure fundraising and
therefore our ability to deploy capital. However, as a division
investment opportunities provided by global decarbonisation
agendas and the resulting powerful long-term structural and
regulatory tailwinds present within our key infrastructure
markets.
Our heritage in supporting a range of renewable energy
sources, including wind and solar, and our recent success
highlights our ability to identify opportunities for growth
This investment experience, combined with encouraging
investor sentiment shown in 2024, as shown by the post
energy transition strategy, Foresight Energy Infrastructure
continue to grow and unlock our strong investment pipeline
Business review continued
Infrastructure continued
further highlights our ability to identify opportunities for growth
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Annual Report and Financial Statements FY24
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Introduction
The global focus on achieving decarbonisation continues
Spanish electricity market is one of the most active for
potential for harvesting photovoltaic energy, solar assets
In 2020, the listed investment trust, Foresight Solar Fund
Limited (“FSFL”), purchased three assets in Andalusia,
expanding its Iberian portfolio with further subsidy-
pre-construction stage, and our presence in and knowledge
of the local market was key in structuring the construction,
value at every stage.
purchase agreement with Statkraft, Europe’s largest producer
of renewable energy. This secured long-term revenue visibility
for our Spanish portfolio, directly contributing to dividend
cover for FSFL. Foresight’s local team were also able to
resulting capital uplift from reaching commercial operations
made a strong contribution to the FY23 performance of FSFL,
delivering a 1.9pps uplift to the Company’s net asset value.
In November 2023 we sold a 50% stake in the portfolio at a
21% premium to holding value. The sale crystallised a further
capital uplift, enabling the fund to recycle capital into other
investment opportunities and strengthen its balance sheet in
accordance with its prudent capital allocation strategy, whilst
retaining exposure to assets that will continue to support
Lorca is a great example of how well our value creation
strategy works. By acquiring assets at the pre-construction
stage, we can utilise our experience within our investment
management team to build and operate assets that can
Business review continued
Infrastructure continued
The Lorca portfolio
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The revised European Renewable Energy Directive, adopted
to achieve net zero by 2050. In support of this, Ireland’s
Climate Action Plan 2023 aims to have renewables account
for 80% of power by 2030. The transition needed to achieve
these targets, in a country with a strong dependency on fossil
Ireland’s electricity generation infrastructure to respond
quickly to changes in renewable electricity supply and
demand.
In November 2023 our Foresight Energy Infrastructure
Partners (“FEIP”) fund acquired an equity stake and
committed capital to the development of a Pumped Storage
of Ireland. This is in addition to an earlier grant from the
European Commission through the Connecting European
Facility.
energy market and help achieve energy and climate goals.
Silvermines is FEIP’s second investment in the PSH sector
and is located on a 148-hectare site in Tipperary. The site
was previously used as an open cast mine and by utilising
the existing open pit to create a lower reservoir, the plant
will have positive environment and biodiversity impacts.
to the grid, with PSH a dependable and proven way to
while contributing to the security of energy supply.
and help reduce Ireland’s fossil fuel dependency. It has
challenges, helping achieve renewable energy targets and
reduce carbon emissions. Our investment will also help to
Business review continued
Infrastructure continued
Silvermines
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Business review continued
We aim to be the capital provider of choice for smaller
companies in the UK, Ireland and beyond. We provide
Growth Private Equity, Venture Capital and Private
Credit across a broad range of sectors and development
stages, partnering with promising companies to help
them achieve their ambitions and create long-term
Private Equity
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£1.6bn
Assets Under
Management
3,000+
business plans
reviewed every year
250+
portfolio companies
23
vehicles
12
50+
investment professionals
Market opportunity
Foresight’s Private Equity division operates strategies across
increasingly addressing international markets. As is the case
are structurally underserved. This equity gap, combined
with our diverse sources of funding from both retail and
institutional investors, creates fundraising opportunities for
new fund mandates and additional closes of existing funds.
structural growth drivers, partnering with promising SMEs to
achieve long-term sustainable growth. Our investments cover
companies. Annual revenues at portfolio companies are
typically between £2 million and £20 million, although venture
and seed investments can be into high tech, pre-revenue
companies, including university spinouts. Our Private Credit
strategy deploys larger investments through attractive
secured structures into innovative lenders commonly
targeting the SME and property markets.
their local markets rather than seeking this from London.
deployment of capital raised.
Our regional focus aligns with the long-term cross-party
political agenda to invest in and grow regional economies
outside London and the South-East. This, combined with
our strong track record, continues to lead to multiple
fundraising opportunities.
opportunities across all our strategies and complete a high
volume of new and follow-on transactions each year.
companies, being synergistic with value creation.
Our impact on the market is increasingly recognised,
winning multiple awards during the period.
Operational overview
by both institutional and retail investors. By undertaking
multiple fundraising initiatives each year, we avoid risks
associated with binary fundraising, allowing us to deliver
capitalise on the fundraising opportunities available to us
across our institutional funds.
Capital and Private Credit investments is driven by the
the period. This is alongside representatives based in the
to alternative secured lending companies, which principally
The division currently manages investments in over 250 small
sectors, including telecommunications, media and technology
(“TMT”), healthcare and business services, supporting
division’s portfolio with greater resilience through economic
cycles. The team also continues to seek out new asset
classes and avenues for growth for Foresight more broadly.
Our expertise in growing businesses has long
creating and sharing the tools and understanding necessary
to develop the ESG credentials of our investment companies.
but helps companies stand out from their peers and create
competitive advantage, enabling us to drive real value at the
time of exit.
Business review continued
Private Equity continued
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£145m
Growth Private Equity
(FY23: £172m)
£66m
Venture Capital
(FY23: £64m)
£72m
Private Credit²
(FY23: £51m)
Funds raised
Business review continued
Private Equity continued
Fundraising
The Private Equity division delivered a strong performance
in both institutional and retail fundraising during the year,
as at 31 March 2024 (FY23: £1.4 billion).
closes of existing and new institutional funds during the period:
Foresight North East Fund increased from £59 million to
£99 million
3
following its third and fourth closes, including a
This fund was initially cornerstoned by Durham County
Council’s Pension Fund, with additional support from the
Teesside Pension Fund in June 2022. This fund helps small
growth companies across the North East and Yorkshire and,
to further support investment in the region, we have opened
Foresight was chosen to manage a £50 million equity
fund will provide equity investments that will help drive
Foresight Northern Ireland Fund was launched with a
The fund targets small debt and equity investments in
established smaller companies with growth potential in
AIB Foresight SME Impact Fund increased from €30 million
to €68 million
3
following its second and third closes,
including a commitment of €25 million from the Ireland
Strategic Investment Fund. Through this fund, we are helping
transition to a green economy. This investment also allows
scope of our activities in Ireland.
Foresight Regional Investment Fund III (“FRIF III”) received a
£15 million commitment from South Yorkshire Pension Fund.
From a retail fundraising perspective, we continued to see
comparable with prior years, we reached capacity far earlier
in-house retail sales team and the strong recent performance
of both funds when compared with peers on a one year share
price total return basis.
In addition, our Foresight Inheritance Tax Fund allocated
strategy which is managed by the Private Equity division.
1. Excluding funds already under Foresight management.
2. Funds allocated to our Private Credit strategy by Foresight Inheritance Tax Fund.
3. Including funds already under Foresight management.
| (£939m)
| (384m)
| (£280m)
Divisional AUM split
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Business review continued
Private Equity continued
Performance
Against a challenging macroeconomic backdrop and following
a strong period of fundraising in FY23 and FY24, the division’s
focus on utilising its capabilities in sourcing and completing
investments continued to deliver strong deployment in
Capital deployed during FY24 totalled £102 million (FY23:
£78 million) across 39 Growth Private Equity transactions
(FY23: 31) and £118 million across Private Credit investments
deployed £24 million (FY23: £27 million) over 44 deals. The
year-on-year increase in divisional deployment in FY24 was
driven by funds deployed from 23 vehicles, of which 18
continued to make new investments, covering a wide variety
of sectors and investment types.
Throughout the year we have also continued to deliver a
number of successful exits, further bolstering our exit track
record. 12 exits were completed during the period across
growth private equity and venture capital at a 2.5x average
cash-on-cash return. You can learn more about one of these
exits in our case study on page 29.
Division investment vehicles
14
Growth Private Equity funds
(FY23: 13 funds)
7
Venture Capital funds
(FY23: 6 funds)
2
Private Credit funds
(FY23: 2 funds)
Capital deployed
£102m
Growth Private Equity
(FY23: £78m)
£24m
Venture Capital
(FY23: £27m)
£118m
Private Credit
(FY23: £69m)
Portfolio split by carrying value
| (23%)
telecommunications | (21%)
| (17%)
| (12%)
| (11%)
| (9%)
| (7%)
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Business review continued
Private Equity continued
Market outlook
Ireland. During FY24, we have scaled up our regional teams
to embed local investors and expertise within the division,
strengthen our strategic position as we enter FY25.
As one of the most active investors in small and medium-sized
our commitment to investing in local economies to help them
thrive. As a result of the strong fundraising delivered in FY23
and FY24 across the division, we are well placed to invest in
the strong pipeline of opportunities that our regional network
can originate.
that has been felt across many of our markets during the
portfolio, alongside the experience of our over 50 investment
professionals in investing through various economic cycles.
Against this challenging market backdrop we have continued
Through the division’s multiple fundraising avenues,
hard-to-replicate regional network and investment experience
Ireland. Looking ahead, the division is well placed to continue
to deliver value to our investors and investee companies,
Opened during FY24
Strategic Report
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Members of the Foresight team
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commercialising a new technology application in molecular
mass measurement using light. Aiming to develop the next
works to transform the rapidly evolving biopharma sector
and improve the development and production of new
pharmaceutical drugs. This is much needed in response
to global rising healthcare needs, which are driven by a
growing and ageing population, alongside the prevalence
collaboration between Foresight and Fortescue Zero,
investment management and growth expertise alongside
Soon after the initial investment, we supported Refeyn on how
overcome some design and manufacturing challenges, Refeyn
was able to get a new model of its instrument to market
sooner and with very positive customer feedback. By helping
develop much-needed technology that is easier to use and
faster than more expensive technology with similar accuracy,
accelerate important drug development, whilst keeping
and Europe with approximately half being in STEM roles.
The company also now has an installed base of over 200
instruments with customers all over the world.
to investing at an earlier stage, helping provide investors with
high returns.
Business review continued
Private Equity continued
Refeyn
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Onfab is a Cheshire-based company that specialises in the
equipment used in the pharmaceutical manufacturing
The prevalence of chronic diseases, such as cancer and
cardiovascular and respiratory diseases, continues to rise
globally. This is driving the demand for new and advanced
pharmaceuticals to aid disease management, prevention
Onfab works with world-leading pharmaceutical and
biopharmaceutical companies, as well as contract
manufacturing organisations around the world, to help
develop next-generation drugs safely and consistently.
their management team, introducing a Chairperson, Managing
principles across our investments, we drove improved
governance and sustainability practices, while helping to
rapidly expand sales globally, helping to facilitate the faster
development and production of life-changing drugs.
In November 2023 we sold our interest in Onfab to leading
Investment Fund, once the residual business is realised over
the coming months.
Business review continued
Private Equity continued
Onfab, a Private Equity investment, has generated a 3.2x cash-on-cash return for investors to date
Onfab
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Business review continuedBusiness review continued
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Annual Report and Financial Statements FY24
Foresight Capital
Management
markets to provide access to real assets and sustainable
investment opportunities in listed markets.
30
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Market opportunity
Globally, retail and institutional investors continue to
demand investment products providing liquid exposure to
asset classes such as infrastructure and real estate. Our
others.
markets through the Infrastructure and Private Equity
divisions enables us to make attractive investments in listed
companies. Our core investment competencies are renewable
energy, the energy transition, infrastructure, real estate,
natural capital and sustainable equity. These themes are
supported by structural demand drivers and we believe that
the market opportunities are characterised by:
Continued demand for open-ended funds
Transition to net zero driving international investors to
demand access to sustainable investment strategies
Opportunities for us to launch further investment vehicles
globally to meet international demand for our existing
strategies
range, seeking to increase capital raising and retention
by deepening both investor relationships and market
penetration
Potential to continue to expand distribution beyond the
and wealth managers
Business review continued
Foresight Capital Management continued
AUM by investment strategy as at period end
£303m
UK Infrastructure
Income
£340m
Global
Infrastructure
£70m
Sustainable
Real Estate
£21m
Sustainable
Future Themes
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Introduction
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Image caption
FCM expanded into the US market with its appointment as sub-adviser to the
Baltimore-based Cromwell Foresight Global Sustainable Infrastructure Fund
Operational overview
Our team of specialist listed securities professionals follows
a sustainable, active and bottom-up investment process.
The team of 12 draws on the Group’s wider private market
capabilities and applies these skills and knowledge to
investing in public markets.
This experience, combined with dedicated internal resource
focused on sustainability due diligence and analysis, creates
valuable capabilities and insights that are hard to replicate.
and have enhanced the sophistication of our investment
approach beyond others in the market.
Our investment approach is to target listed companies at the
potential for value accretion through increasing yield and
are at the forefront of driving change and making a tangible
to ensure that we continue to identify those companies
especially during periods of macroeconomic uncertainty.
reach of our distribution channels to further strengthen
our resilience and enhance our growth potential. This has
provided us with access to established distribution and
marketing channels and opened new markets and countries.
covering the Nordic region and Switzerland, complementing
have positioned ourselves to deliver growth and ongoing
sustainable investment opportunities and performance.
Business review continued
Foresight Capital Management continued
£0.7bn
Assets Under
Management
4
investment
strategies
7
investment
vehicles
12
dedicated
professionals
2
institutional
sub-advisory
mandates
Operational overview
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Introduction
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Investment strategies and funds
Strategy Fund
Investment focus
Foresight UK
Infrastructure
Income
As at 31 March 2024, the strategy’s total net assets were £303 million.
Foresight
Global
Infrastructure
FP Foresight Global Real Infrastructure
Foresight Global Real Infrastructure (Lux) Fund
Cromwell Foresight Global Sustainable
Invests in publicly traded shares of companies located in developed economies, which own or operate real infrastructure or renewable energy
assets anywhere in the world.
Prices Index).
As at 31 March 2024, the strategy’s total net assets were £340 million.
Foresight
Sustainable
Real Estate
FP Foresight Sustainable Real Estate
As at 31 March 2024, the strategy’s total net assets were £70 million.
Foresight
Sustainable
Future
Themes
FP Foresight Sustainable Future Themes Fund
(“SFT”)
Invests in a global portfolio of scalable listed companies that address the following core themes of sustainable development and decarbonisation
as a key sustainable investment focus:
Sustainable energy
Sustainable food, land and forestry
Digital world
Health and education
environmental and/or social impact.
As at 31 March 2024, the strategy’s total net assets were £21 million.
Business review continued
Foresight Capital Management continued
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Performance
FY24 was characterised by continued interest rate volatility and emerging geopolitical risks
driving performance across listed markets. Asset allocation rotations, changing expectations
cost disclosures have driven greater downside in share prices than were warranted by
portfolio companies remains resilient. Portfolio companies have adapted to prevailing macro
trends.
and high-quality companies that remain well positioned for the long term.
Fund Inception date 12 month TSR TSR since inception
FP Foresight UK Infrastructure
Income Fund
4 December 2017 -11.02% 11.55%
FP Foresight Global Real
Infrastructure Fund
1
3 June 2019 -12.05% 11.06%
FP Foresight Sustainable Real
Estate Securities Fund
15 June 2020 4.12% -5.13%
FP Foresight Sustainable Future
Themes Fund
28 March 2022 8.84% 2.86%
1.
FCM market outlook
Looking ahead, we believe our funds are well positioned to perform as the macroeconomic
landscape normalises and markets focus again on fundamentals.
Considering the dislocation across markets, our portfolio of listed companies remains attractive
relative to private markets and the valuation gap should eventually close as public markets
M&A activity in the sector, and we expect this to remain a theme over the next year as market
streams and defensive growth characteristics. The investment opportunity across areas such
as core infrastructure, data centres and renewable energy remains as strong as ever and the
investment delivery models are going to continue to adapt as private capital is required in the
sector.
The long-term investment themes of digitisation, ageing demographics, energy transition and
deglobalisation are well represented across our funds. These themes continue to provide
attractive investment opportunities within the strategies and the team remains vigilant for new
growth, including the expansion of our distribution channels, means that we are well positioned
to capture appetite from the market into our highly scalable investment strategies, which have
wider Group.
Business review continued
Foresight Capital Management continued
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with a focus on providing capital either help to decarbonise
certain sectors of the global economy or provide positive
covered by a net-zero target, the Fund is well positioned
sustainable development. The Fund focuses its investments
their “footprint”, which is the impact of their day-to-day
operations, and their “handprint”, which is the scope for
their goods and services to decarbonise an economic sector
or provide positive social outcomes. Through this focus we
returns and drives positive change. Our holdings include an
energy company specialising in renewable energy solutions
and a cable manufacturer facilitating the exchange of energy
from the continued surge in demand for new, clean energy
capacity globally.
developers and generators within our portfolio and the
broader FCM investable universe.
to assess the environmental, social and economic impacts
that many third-party metrics currently used within this
investment sector ignore some of the important outcomes
that healthcare companies can provide. Our focus is to
develop metrics and indicators related to health outcomes,
improved access to healthcare services, the environmental
sustainability of healthcare operations, and potential
There is increasing regulatory scrutiny on how sustainability-
focused asset managers assess, monitor and communicate
their impact. As such, beyond our investment work, a core
focus of the past 12 months has been to ensure that the
Fund’s sustainable investment processes are appropriately
aligned with incoming regulations. This relates most notably
to the FCA’s Sustainability Disclosure Requirements (“SDR”).
In response to SDR, we have created and will disclose
incoming sustainability regulation as an opportunity to further
formalise and codify our long-term approach to sustainable
investment.
Another key focus of the last 12 months has been our work
to expand our stewardship activities. This year we released
our Stewardship Framework which outlined the team’s
new engagement software enabling us to track, monitor
inaugural Stewardship Report, providing highlights of our
active ownership across the past year.
Governance and Strategy” sector which assessed, amongst
continue to work hard over the next reporting cycle to further
build out our stewardship approach.
Business review continued
Foresight Capital Management continued
Foresight Sustainable Future Themes Fund (“SFT”)
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This section provides an overview of our engagement with
Stakeholder engagement is extremely important to ensure
the resulting outcomes of the Group’s operational, investment
and strategic decisions are sustainable and positive. Through
active engagement, we are able to foster relationships and
collaborations, enhancing the quality of our interactions. This
enables us to gain valuable insights and better comprehend
the potential implications our business decisions may have
on our Group and/or stakeholders. Consequently, we
parties.
This section seeks to provide some insight to the stakeholder
Engagement is undertaken by and for the Board, with the
latter being undertaken by the Group’s management across
the business. In such circumstances, management feed back
to the Board either directly to Board members or via Board
reporting, which is provided by all investment and other
functions across the business.
The Board strategy day, which takes place on an annual
basis with the Executive Committee and other members of
senior management provides an opportunity for the Board
to receive direct feedback from those present and reports
from those not in attendance. The day also enables the Board
and Executive Committee to discuss market conditions and
industry trends and changes (please also see page 18 for
more details).
Details of the Board’s activities over the year can be found on
provides an overview of how the Board has discharged its
statutory obligations.
Additionally, details of key stakeholder group engagement
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Stakeholders
The Board recognises the fundamental roles our stakeholders play in achieving
the Group’s long-term success and generation of value for Shareholders.
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Our people are our most valuable assets, and their development and wellbeing are key to our success.
Focus
To improve opportunities for people development
To improve engagement and retention
To improve diversity and inclusion
How we engaged
Increased attention to people development including Foresight Connect sessions to facilitate
knowledge sharing across the Group, and the Foresight Skills Series to provide skills enhancement
Launched LEAD, our middle management coaching courses run by our external executive coach in
currently working with our second cohort of female leaders
do this
Refreshed and rebranded our mentoring programme, ACE, to provide both traditional mentoring and
reverse mentoring
Outcomes
external training
with an uptake of 92%
Stakeholders continued
Our Shareholders – current and future
Our Shareholders are the owners of our Company.
Focus
To provide more transparency and clarity in disclosures and communications generally
To safeguard and improve market position
To ensure the market, Shareholders and other stakeholders are kept informed
How we engaged
Ongoing engagement programme for existing Shareholders and potential new Shareholders to meet
with the Executive Directors and divisional management
Communicated with key Shareholders in regard to the revised Directors’ Remuneration Policy
Committee Chair to discuss the Group’s approach to risk
transparency and explanations, and to understand voting trends
Engaged with our house brokers to review valuation, defence and market best practice for the
communication of strategic targets
Outcomes
Buyback programme announced in October 2023
Feedback received on Directors’ Remuneration Policy from Shareholders and proxy voting agencies
Increased awareness of our position in the market via discussions with brokers, analysts and advisers
to determine how to improve our position and address weaknesses
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Financial Statements
Introduction
Our Communities
schools, community investment and forming longer-term partnerships.
Focus
To ensure that the investment teams have appropriate tools and controls in place to assess
To promote Foresight’s external reputation by supporting communities local to our business locations
across the Group
How we engaged
Implemented PACT, our bespoke in-house platform, which allows us to monitor our portfolio
companies’ community engagement
Established internship programme for the Retail Sales team with the Amos Bursary, a charity that
supports talented students of African and Caribbean heritage
Foresight’s continued support of the Bayes Business School and new association with Svitlo School,
Outcomes
One day cancer screening provided to women in Manfredonia, which doesn’t fall within the Apulia
Region Screening system
Stakeholders continued
Our Clients, Investors and Financial Advisers (“FAs”)
retail products, our sales are via our FA network and it is important for us to build strong relationships
with them.
Focus
To ensure that our sales and investor relations operations are compliant with applicable regulations
To ensure we understand the needs of our clients, investors and FAs to develop our products and
services
To provide training to our FAs and build our FA network
How we engaged
Carried out a customer survey with certain FAs to gain feedback for improvement
Feedback from the sales and investor relations teams via Board reporting and direct presentations
Reporting to and meetings with sales and investment teams’ senior management regarding:
expanding the distribution of products and services
potential business product development opportunities
Sales and investor relations team engagement with FAs as regards the portal service and products
Outcomes
New institutional funds in new investment sectors, e.g. hydrogen
38
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Regulatory and Industry Bodies
which we operate.
Focus
To ensure our various authorisations, registrations and licences are maintained
To maintain an open and transparent relationship with our regulators
To ensure we maintain our memberships and signatory status of the industry bodies important to
How we engaged
Relationships with the regulators delegated to the Compliance and other teams across the business
whose activities require engagement. The Board is kept informed via regular Board reporting
Engaging with industry bodies and regulators in matters relevant to Foresight
The Company received a letter from the FRC on 1 March 2024 requesting further information
following their review of our Annual Report and Accounts for the year ended 31 March 2023.
Completion of questionnaires and applications for renewal of memberships and signatory status
Outcomes
year in relation to changes in/upcoming regulations in addition to mandatory training
The Board was updated and appraised on regulatory change implementation and upcoming
regulatory change developments which will impact the business
Review of our corporate structure to meet sustainability related regulations
Stakeholders continued
Our Suppliers and Service Providers
Our service providers enable us to enhance internal capabilities, strengthen business continuity and
both our operations and our funds.
Focus
To ensure due diligence is carried out at onboarding and periodically thereafter
To ensure a robust selection process for new service providers
To ensure active management and day-to-day contact and adequate oversight
How we engaged
Service providers reviewed against our business standards and applicable regulatory obligations to
manage and monitor risk
Oversight of service providers is delegated to the senior management and compliance teams who
carried out due diligence visits on a selection of service providers in accordance with a risk-based
approach and updated the Board on material issues and risks via compliance and risk reporting
Hosted service providers’ own due diligence visits where the business has completed information and
documentation requests and meetings with the service providers to a satisfactory standard
Maintained day-to-day contact with our service providers via the operations teams, who manage
these relationships
Outcomes
As a result of our due diligence visits to and from our service providers, we have improved the
enhanced service delivery
processes and procedures and continuing training
management recently transferred to Foresight, the custodian’s directors applied to Court to place
the custodian into special administration, whereupon Joint Special Administrators (“JSAs”) were
appointed. Foresight senior management are working closely with the JSAs towards completing the
special administration process and will appoint a new custodian
39
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Enhancing communication and strengthening
Group
Our annual employee survey results show an impressive
87% response rate, with a score of 81% for engagement.
They consistently highlight our people, our culture and our
sustainable ethos as the most rewarding aspects of working
at Foresight Group.
showing an increase in scores from 76% last year to 81% this
we also recognise areas for improvement, particularly
in enhancing communication across the organisation.
is invested in implementing a strategic communication
plan over FY25 to improve this at all levels. This can be
Our initiatives to support our female colleagues have led to
by external coaches to best position our female talent
in achieving leadership roles. Our CFO is the Executive
Committee sponsor of this course and he has been part of
each cohort’s launch and celebration sessions.
Looking ahead, we are using systems to help strengthen our
in-house system, which will share people data metrics with
Heads of Departments on a quarterly basis, so they have
oversight and ownership of the DE&I statistics. A global
calendar has already been shared, showing our DE&I
initiatives and highlighting national events and public holidays
that demonstrate the global business that we are and
ensuring meetings can be scheduled in a more inclusive way.
Stakeholders continued
Annual Sta Engagement Survey
Stakeholders
Strategic pillars
40
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
about creating lasting impact and sustainable growth for our
investors. Our brand plays a pivotal role in communicating
this message.
Drawing upon the expertise from both internal and external
stakeholders, we have evolved the brand to position
Foresight as a prominent international, founder-led FTSE 250
business. The strategy has been driven by our commitment to
brand excellence, innovation, and investor-centricity.
Regulators and Competitors
competitive, with companies striving to stand out while
adhering to new regulations to mitigate greenwashing.
Our peer analysis highlighted themes of solidity, commitment,
it with new words and visuals, demonstrating our leadership.
cohesion to our communications, clearly conveying who we
are, and what we do.
Our Green Economy Mark substantiates our Group narrative.
investments that align with the Multilateral Development
Banks’ list of activities considered universally aligned with
the Paris Agreement’s mitigation goals. This includes energy
transition, sustainable land and food, social infrastructure,
and digital infrastructure.
Service Providers from the Creative &
Communications industry
Collaborating with creative and communication agencies, we
‘Invest. Build. Grow.’
across all audiences, both internal and external.
companies.
access to compelling opportunities at the forefront of
change. Every day, we are actively building and growing our
investments to support the energy transition, decarbonise
industry, enhance nature recovery and realise the economic
potential of ambitious companies.
ripple to signify the impact we have on the markets we
operate in, along with our commitment to the natural world
and protecting biodiversity on the assets we manage.
visually explain our portfolio performance, and bring to life
the people and places behind each investment success story.
Colleagues & Communities
Our marketing and communications team, along with a
broad community of contributors from across the business,
a diverse range of roles and functions to ensure our company
identity is built from within.
Investing in our future.
It takes Foresight.
Stakeholders continued
Foresight’s Brand Evolution
Stakeholders
Strategic pillars
41
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Section 172(1) statement
Foresight Group Holdings Limited is incorporated under Guernsey law, which does not have
a statutory equivalent to Section 172(1) of the Companies Act 2006 (“s172”). However, the
as required under Provision 5, has undertaken to act in a manner consistent with s172 and give
To illustrate how the Board has considered the matters set out in s172, the table below
highlights some of the key decisions and actions taken by the Board over the course of the year.
These decisions include alignment with the Group’s strategy, the interests of our stakeholders
and employees, and the impact of the Group’s operations on the community and environment.
Other examples of how the Board has considered the matters set out in s172 can be found
1
.
As a result, the Board considers that it has promoted the success of the Group in compliance
with s172 in a manner consistent with the Group’s purpose, values and strategy, having due
regard to the Group’s ongoing regulatory responsibilities.
Examples:
The likely consequences
of any decision in the long
term
The need to foster the Group’s
business relationships with
suppliers, customers and others
The desirability of the Group
maintaining a reputation for high
standards of business conduct
The interests of the Group’s
employees
The impact of the Group’s
operations on the community
and the environment
The need to act fairly as
between members of the
Company
The acquisition of
Company Limited and
its portfolio allowed
the Group to increase
recurring revenue
On 27 October 2023,
the Board commenced a
share buyback program
of up to £5 million as the
Board considered this to
be an optimal use of cash
resources
During the year, the Group
conducted a double materiality
assessment of the Group’s
activities. The double
materiality assessment followed
the AA1000 Stakeholder
Engagement Standard
the sustainability matters most
material to Foresight and our
stakeholders by evaluating their
impact on environmental and
social factors and how these
performance
The Board has committed to
initiate an internal audit function
in FY25
The Board decided to extend
the remit of the Audit & Risk
Committee include Governance
and Sustainability in recognition
of their importance to the
Group’s activities
During the year, the Board
introduced a recurring
agenda item for Board
meeting to allow Alison
Hutchison, the Board’s
workplace representative, to
provide feedback directly to
the Board on the discussions
held at the Employee Forum
Following the outcome
of the double materiality
assessment, the Board
developed and adopted
a Group Code of Conduct
(the “Code”) to ensure its
operations are aligned
with sustainability related
legal requirements and the
internationally agreed upon
standards with which it is
committed to comply
As part of the review of the
Company’s Remuneration
Policy, the Chair of the
Remuneration Committee
wrote to the Company’s
largest Shareholders to seek
feedback on the proposed
new policy to ensure that
there was due regard was
given to the views of our
Shareholders
Read more in:
Financial Review
Strategic Report
Read more in:
Business Review
Read more in:
Audit & Risk Committee Report
Read more in:
Our Team, Development
Read more in:
Sustainability Report
Read more in:
Remuneration Report
1. The link is to our Group Sustainbility Report on our website.
42
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
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Financial Statements
Introduction
Growing
attractive,
risk-adjusted
returns.
Performance and risk
Financial review 44
Risks 55
TCFD Compliance statement 64
Strategic Report
43
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Introduction
FY24 continued our positive progress since IPO with revenue and Core EBITDA pre share-based payments both growing in the
during the year which is described later on in my review.
31 March
2024
31 March
2023
12,144 12,167
Retail 3,741 3,790
Institutional 8,403 8,377
8,397 9,022
Retail 3,545 3,747
Institutional 4,852 5,275
Total revenue (£000) 141,326 119,155
Recurring revenue (£000) 122,372 103,208
Recurring revenue/total revenue (%) 86.6% 86.6%
59,297 50,158
42.0% 42.1%
Total comprehensive income (£000) 24,755 20,905
32.9 34.6
Dividend per share (pence) 22.2 20.1
1.
“FY24 was a strong year for
Foresight, growing revenue
and Core EBITDA pre-SBP by
c.18% year-on-year to £141.3m
and £59.3m respectively.”
Gary Fraser
Financial review
For the year ended 31 March 2024
£12.1bn
AUM
1
(31 March 2023: £12.2bn)
86.6%
Recurring revenues
1
(31 March 2023: 86.6%)
42.0%
Core EBITDA
pre-SBP margin
1
(31 March 2023: 42.1%)
44
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
0 10 20 30 40 50 60
FY24
FY23
FY22
FY21
42.0%
42.1%
37.0%
34.6%
Core EBITDA pre-SBP (£m)
0 3 6 9 12 15
FY21
FY22
FY23
FY24
AUM (£bn)
19% CAGR
Financial review continued
Performance against post-IPO targets
The Group set a number of targets following its IPO in February 2021. The Group has now completed three full years post-IPO and our performance against these targets are as follows.
0 30 60 90 120 150
FY21
FY22
FY23
FY24
87% 13%
87% 13%
87% 13%
90% 10%
Revenue (£m)
0 5 10 15 20
25
FY22
FY23
FY24
85%
85%
77%
1.7 pence per share
22.2 pence per share
20.1 pence per share
13.8 pence per share
FY21
1
X
Total Dividend (£m)
Growth – 20-25% growth in AUM over a rolling three year period (£bn)
Operating leverage – c.43% Core EBITDA pre-SBP margin over medium term (£m)
High quality earnings – 85-90% recurring revenue (£m)
Shareholder alignment – 60% dividend payout (£m)
Recurring
Non-recurring
1. FY21 total dividend for stub period from date of IPO to 31 March 2021
45
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Assets Under Management/Funds Under Management
(“AUM/FUM”)
vehicles of £0.44 billion.
closing fully subscribed only a few weeks after launch. As noted above, within FCM, our
macroeconomic factors resulting from the rapid increase in interest rates impacted by higher
Further detail on these areas is provided later in my report.
As previously reported, the two new funds referred to above continued our regional strategy
Ireland (£15m). In addition to this, we also achieved further closes for a number of our other
As noted in the Executive Chairman’s statement, whilst institutional fundraising within our
close of FEIP II in June 2024 for €300 million.
Financial review continued
March 2023
Opening AUM
Retail
Retail
dividend & market
in DUM
Retail dividend &
FX
March 2024
March 2024
£12,167m
£710m
£134m
£676m
£12,144m
£12,341m
46
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Financial performance
Alternative performance measures (“APMs”)
In line with previous periods, and for comparability, we continue to quote Core EBITDA pre-SBP
underlying business, without distortion from the variability in the fair value measurement of the
share-based payments charge.
as an APM, which excludes non-underlying items from statutory measures. In particular, this
removes the impact of the IFRS 3 acquisition accounting. Consequently, the Group calculates
earnings per share before non-underlying items.
non-underlying items and Core EBITDA pre-SBP is provided in the appendix.
to IFRS measures, we believe the selected use of these provides stakeholders with additional
information which will assist in the understanding of the business.
of acquisitions in either the current or prior year, whereas “inorganic” is purely the results of the
acquired businesses in the current or prior year.
Summary Statement of Comprehensive Income and Core EBITDA pre-SBP
reconciliation before non-underlying items
31 March 2024
Before non-
underlying items
£000
31 March 2023
Before non-
underlying items
£000
Revenue 141,326 119,155
Cost of sales (7,304) (6,303)
134,022 112,852
Administrative expenses (88,992) (70,630)
45,030 42,222
Other non-operating gains and losses 1,023 378
46,053 42,600
(7,878) (3,696)
38,175 38,904
Other comprehensive income
(1,679) (2,720)
Total comprehensive income 36,496 36,184
Adjustments:
Redundancy payments 1,615 —
740 760
Depreciation and amortisation 6,438 5,214
Impairment 2,895 —
5 (10)
Finance income and expense (excluding fair value gain
(311) 733
Foreign exchange on acquisitions 1,331 2,436
7,878 3,696
Core EBITDA 57,087 49,013
Share-based payments 2,210 1,145
Core EBITDA pre share-based payments 59,297 50,158
Financial review continued
47
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Financial performance continued
Revenue
31 March
2024
£000
31 March
2023
£000
Management fees 115,580 97,373
Secretarial fees 3,152 2,719
Directors’ fees 3,640 3,116
Recurring fees 122,372 103,208
Marketing fees 9,931 6,129
Arrangement fees 5,139 4,054
Performance and other fees 3,884 5,764
Total 141,326 119,155
Business model – case study
revenue. Please see the business model on page 10 for more information. For example, the
Recurring fees
Management fees
Secretarial fees
contract agreements.
Directors’ fees
appointed as Directors.
Re-occurring fees
Marketing fees
Arrangement fees
basis, they have funds to deploy which will give rise to these fees. Therefore, these fees are also
re-occurring.
Performance fees
hurdle. If the hurdle is met, the Group is entitled to an amount equal to 20% of the excess over
Revenue analysis:
Total revenue increased by c.19% year-on-year to £141.3 million (31 March 2023: £119.2
million) with high-quality recurring revenue also increasing by 19% to £122.4 million (31 March
2023: £103.2 million). Our recurring revenue percentage was 86.6% (31 March 2023: 86.6%) and
remained within our 85-90% target range. Recurring revenue increased due to both organic and
inorganic growth, with organic growth contributing £9.6 million and inorganic growth £9.6 million
of the additional recurring revenue (of which ICG totalled £7.8 million, Downing £0.9 million and
Management fees: Grew by £18.2 million (of which £9.0 million was organic and £9.2 million
additional £6.8 million of revenue, whilst additional revenue of £5.8 million arose from our
Private Equity regional funds, alongside a £1.0 million increase from FEIP. The continuing
challenging market conditions for our Foresight Capital Management division resulted in its
Secretarial fees: Increased 16% primarily from inorganic growth.
Directors’ fees: Increased 17% year-on-year as a result of the larger number of companies
within the Private Equity portfolio as a result of continued deployment and the Downing
acquisition.
Financial review continued
48
Foresight Group Holdings Limited
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Strategic Report
Governance
Financial Statements
Introduction
Financial performance continued
Revenue analysis: continued
Marketing fees: Increased year-on-year as a result of record annual retail fundraising as noted
earlier in the report.
Arrangement fees: £1.1 million higher year-on-year as a result of continued strong deployment.
Cost of sales
Cost of sales comprises insurance costs associated with our Accelerated ITS (“AITS”) product,
authorised corporate director costs payable to a third party in relation to our OEIC products
and asset management costs. The increase year-on-year is due to the continued growth of the
Administrative expenses before non-underlying items
31 March 2024
Before
non-underlying
items
£000
31 March 2023
Before
non-underlying
items
£000
59,407 48,144
Depreciation and amortisation (excluding amortisation in relation
to intangible assets (customer contracts)) 3,227 2,800
Amortisation and impairment in relation to intangible assets
(customer contracts) 6,106 2,414
Legal and professional 5,908 5,288
Other administration costs 14,344 11,984
Total 88,992 70,630
Year-on-year, underlying administrative expenses increased by c. 26% but this was partly
0
20
40
60
80
100
ImpairmentOther
£48.1m
£22.5m
£70.6m
FY23
£6.1m
£76.7m
FY23
£59.4m
£26.7m
£2.9m
£89.0m
FY24
FY23 costs have been rebased to allow for a the annualization of the operating costs arising
from the acquisitions and the impairment charge has been excluded. Overall, FY24 has
increased c.12% on rebased FY23 which is marginally greater than our guidance of 10%.
associated with cost saving initiatives. Total FTE increased by 35.1 over the last 12 months,
with approximately one-third of this increase from within our Private Equity division to support
grew in the year to help deliver our record year of fundraising and central functions were
Financial review continued
49
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Financial performance continued
Administrative expenses before non-underlying items continued
management was undertaken, with increases enacted from 1 April 2023 where necessary to
PSP scheme as it entered its third year following implementation post-IPO, above average salary
Other administration costs increased by c.20%, principally due to increases associated with
the growth in our FTE (e.g. subscriptions and IT-related costs) plus the annual marketing spend
this year included a re-branding of our website and wider marketing literature, in addition to
us hosting our successful Foresight Sustainability Forum event in partnership with the Eden
The depreciation, amortisation and impairment costs in the year included a £2.9 million
Amortisation charges before impairment were also higher in FY24 due to a full year of charges
Core EBITDA pre share-based payments (“SBP”)
The Group uses Core EBITDA pre-SBP as one of its key metrics to measure performance as it
Core EBITDA pre share-based payments increased 18.2% year-on-year to £59.3 million
with the challenging infrastructure fundraising markets across the globe, has led to a slightly
lower margin versus the same period last year. However, following a margin of 40.7% in H1,
cost-saving initiatives were implemented which led to an improved margin in H2 of 43.1%.
Organic Core EBITDA pre-SBP was £48.6 million with the acquisitions contributing £10.7 million.
Segmental Core EBITDA pre-SBP is set out below:
31 March
2024
£000
31 March
2023
£000
Infrastructure 35,092 30,320
Private Equity 22,621 15,936
Foresight Capital Management 1,584 3,902
Total 59,297 50,158
Financial review continued
50
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Financial performance continued
Items which are not considered part of the normal operations of the business, are non-recurring
or are considered exceptional because of their size, nature or incidence, are treated as
non-underlying items and disclosed separately. Further detail can be found in note 8 of these
accounts.
31 March
2024
£000
31 March
2023
£000
Administrative expenses
427 3,153
11,520 9,514
— (782)
11,947 11,885
Acquisition-related costs — 3,721
(190) (327)
Gain on business combination (16) —
Total 11,741 15,279
Administrative expenses
contingent consideration from the ICG acquisition. This is being treated as remuneration for
post-combination services under IFRS 2 for consideration that is settled with shares and IAS 19
for consideration that is settled in cash. Both continue to accumulate over the vesting period
(see note 8).
consideration and accelerated costs arising from a good leaver.
Acquisition-related costs
The charge of £3.7 million for FY23 related to legal and professional costs incurred on the
A fair value gain on contingent consideration of £0.2 million has arisen as the Group has
reassessed the fair value of the contingent consideration arising from the Downing acquisition
at 31 March 2024 (see Acquisition-related liabilities) later in the report.
Gain on business combination
On 20 June 2023, the Group completed the acquisition of 100% of the issued share capital of
and liabilities on the date of acquisition and gave rise to a small gain on business combination.
Reconciliation of total comprehensive income before non-underlying items to total
comprehensive income
31 March
2024
£000
31 March
2023
£000
Total comprehensive income before non-underlying items 36,496 36,184
Non-underlying items (11,741) (15,279)
Total 24,755 20,905
Financial review continued
51
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Financial position
Summary Statement of Financial Position
31 March
2024
£000
31 March
2023
£000
Assets
Property, plant and equipment 2,330 2,522
Right-of-use assets 5,768 7,281
Intangible assets 61,364 62,911
Investments 4,726 3,967
Deferred tax asset 1,563 1,742
Derivative asset 473 648
Contract costs 3,375 3,965
Trade and other receivables 28,728 21,742
Cash and cash equivalents 45,004 39,761
Net assets of disposal group — 64
Total assets 153,331 144,603
Liabilities
Trade and other payables (38,028) (35,382)
Loans and borrowings (509) (3,131)
Lease liabilities (7,262) (9,251)
Acquisition-related liabilities (4,830) (5,973)
Deferred tax liability (13,273) (12,827)
Provisions (855) (800)
Total liabilities (64,757) (67,364)
88,574 77,239
Intangible assets and deferred tax liability
The decrease in intangible assets of £1.5 million year-on-year was due to £7.9 million of
amortisation and impairment charges and foreign exchange on assets and goodwill arising
recognised an impairment charge of £2.9 million against the Downing customer contracts as
mentioned earlier. Deferred tax liabilities have been accounted for in line with the movement in
intangible assets in respect of customer contracts recognised during the year at the prevailing
tax rate.
Acquisition-related liabilities
Acquisition-related liabilities include the contingent consideration arising from the Downing
acquisition and liabilities related to the remuneration for post-combination services arising from
the ICG acquisition.
The Downing acquisition included contingent consideration of £4.2 million, conditional on the
2023 for £1.2 million and at year end the fair value of the consideration was reviewed,
unwinding of the discount. The liability was £2.1 million at 31 March 2024.
As explained earlier in non-underlying items, certain components of the consideration for the
remuneration will be paid in cash, the remuneration is accounted for under IAS 19, which gives
rise to a liability in the Statement of Financial Position and this is included in acquisition-related
liabilities. Based on the fair value assessed at the end of the previous reporting period, plus
an accelerated liability for a good leaver, the liability increased by £4.4 million in the year.
The fair value was reassessed at the end of current reporting period, reducing this liability
by £4.0 million together with a foreign exchange gain of £0.2 million. The resulting position
Financial review continued
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
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Financial Statements
Introduction
Financial position continued
Cash and cash equivalents
The cash position remains healthy and has increased by £5.2 million year-on-year. In line with
our positive trading performance during the period and continued strong cash conversion.
Operating activities generated £49.8 million in cash versus £59.3 million Core EBITDA pre-SBP;
at year end there were a number of non-recurring investment advisory fees, performance fees
and caught up management fees which were largely recovered in Q1 of FY25.
May 2023 and the annual repayment of the remaining loan in July 2023. Additionally, as noted
above, contingent consideration was paid of £1.2 million.
The Group commenced a share buyback programme in October 2023. The bought-back shares
of £466,000.
Overall, we are in a position of strength with £45 million in cash and cash equivalents at
requirement without any third-party debt over the course of the year.
Financial review continued
31 Mar
2024 Cash
DividendsTaxationOtherPiP founder
loans
Purchase
of shares
Contingent
consideration
Other working
capital
Core EBITDA
pre-SBP
31 Mar
2023 Cash
39.8
(7.9)
(1.2)
(1.4)
(2.7)
(3.8)
(4.6)
(25.8)
45
£m
59.3
(1.6)
(5.1)
Reshaping
costs
Net Wellspring
acquisition
53
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Return of
surplus capital
not required
for other
priorities
(e.g. through
share buybacks)
Disciplined strategic and
of opportunities
Holding an appropriate
level of regulatory
capital and liquidity
Annual distribution of 60%
Generating
a strong return
capital and
investing
organically for
future growth
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Returns for
clients and
Shareholders
Financial review continued
Capital allocation priorities
priorities:
value for Shareholders.
Dividend
The Board have introduced a further alternative performance measure for the purposes of
items whereas in FY24 we have now updated this to exclude the impact of any impairment
payment of 15.5 pence per share be approved by Shareholders at the upcoming AGM.
share), a 10.4% increase year-on-year, with the payout ratio increasing to 64% (FY23: 60%).
in January of each year. The balance of the total dividend will then be recommended to
Going concern
business and examined the three-year plan. They have considered the business activities as
on pages 55 to 63 and concluded that the adoption of a going concern basis, covering a period
of at least 12 months from the date of this report, is appropriate.
Outlook
in creating further Shareholder value in FY25 and beyond.
Gary Fraser
26 June 2024
54
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Members of the Foresight team
Our risk management framework
The Group’s risks are managed on a day-to-day basis
within the businesses and functions across the Group’s
Line” resources alongside controls and their proven or
the risk functions across the Group and is called the Risk
and Control Self-Assessment (“RCSA”). Risk is aggregated
across businesses, themes and functions as directed by the
Executive Committee, to provide risk reporting for the Group
and the qualitative and quantitative bases for determining risk
for endorsing the policies and procedures within the Group
framework and motivating the business to take calculated
risks. The “Second Line” risk function is responsible for the
risk taxonomy and the Group’s risk register as well as the
management of risk events (recording, escalation, reporting)
(Luxembourg and Australia) report to the Head of Risk and the
or might be exposed to, or pose or might pose to others,
including sound administration and accounting procedures.
Three lines of defence
The Group operates a three lines of defence (“3LOD”) model
with risk management oversight owned by and managed
within the second line of defence (“2LOD”). The Audit & Risk
Committee of the Group receives quarterly reports on the
from the Head of Risk for Foresight Group LLP.
Risks
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
55
Risks continued
Board of Foresight Group Holdings Limited (the “Group”)
Group’s risk culture
Delegates responsibility for Risk Management to the Executive Committee
Firm Risk Committee
Periodic reviews of integrity and adequacy of risk reporting
Independent review of adherence to risk policies/procedures
process and control improvements
Tracking and reporting of incidents, losses and breaches
Executive Committee for Foresight Group
Approves risk policies and procedures, risk roles and responsibilities
Sets “tone from the top” and establishes tangible risk appetite and strategy
Monitors risk reporting and ensures actions are taken to mitigate risk
Members Board for the Prudential Consolidation Group (the “Firm” – Foresight Group LLP and subsidiaries)
Approves Firm risk policies and procedures, risk roles and responsibilities
Stewardship of “tone from the top”
Monitors risk reporting and ensures actions are taken to mitigate risk
Risk & Compliance
Day-to-day responsibility for implementation of Risk Framework
line of defence
Preparation of risk reporting
Implements and monitors risk policies and procedures
Advises on risk impact of regulatory issues/other external changes
Loss/incident analysis
Monitoring of investment limits
Second line of defence
Businesses, functions
Primary responsibility for ensuring adequate control environment
and adherence to risk policies and procedures
Primary responsibility for managing investment risk in accordance
with fund mandates
Provision of data for risk reporting
First line of defence
External oversight/assurance
of actions taken by the Risk Committee
Third line of defence
56
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Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Risk appetite
As a provider of regulated services, Foresight is required to
document its risk appetite in relation to its entities within the
in London and the risk appetite for this entity is considered
the minimum standard for the Group. Foresight’s risk
appetite statement sets out the level and types of risk that
The Risk Appetite Statement is an articulation of the
aggregate level and types of risk that the Group is willing to
It includes qualitative statements, quantitative measures
expressed in relation to earnings, capital, concentration,
liquidity, risk measures and other relevant measures
(individual business or functional area appetite statements)
to monitor compliance with the approved risk appetite
covering business and strategic risk, market risk, credit risk,
conduct risk and information security risk.
Risk position versus risk appetite is reviewed annually,
with any changes to key metrics reviewed, challenged
and adopted by the Board if appropriate, through the risk
appetite framework.
The Group continues to maintain strong liquidity across
a range of scenarios, with the greatest threats to capital
and liquidity positions represented by the risks of new and
Sustainability Risk Management
A more detailed description of our climate risk assessment
is included in the TCFD section of our Sustainability Report.
Sustainability and operational resilience are synonymous.
resilient, and this is as true of the impact of our social and
governance activities as much as it is of our environmental
The Group Risk function ensures that there is a robust
framework in place to identify and manage sustainability
opportunities as the threats. Supporting a diverse range
oversight not only of the investment process but also the
marketing and promotion of those products.
Sustainability, within which we include environmental, social
and governance (“ESG”) practices, has become an important
a key driver for Foresight. Foresight also focuses on wider
because these form a core part of our sustainability strategy
and secondly because we expect the regulator to follow the
same path with TNFD (Taskforce for Nature-related Financial
Disclosures) as it did for TCFD; voluntary disclosures become
mandatory through their adoption into the rulebooks.
The success of our business depends on our ability to
of the ambitious climate and social targets demanded
represents a challenge for every business and in addition
in data frameworks and controls to support regulatory
reporting requirements.
management activities to integrate climate risk management.
As approved by the Board, the Risk function is currently
Statement to monitor our progress towards our stated
targets.
our People & Sustainable Culture team continue to improve
the data collection and analytical capabilities that will enable
us to report most of the metrics mentioned in a recent FCA
consultation paper and make sure that we can evidence our
commitment to diversity, equity and inclusion.
Regulatory and legal risk, particularly with respect to
the integrity of sustainability claims (including the risk
of “greenwashing”) is a feature of most top ten risk lists
for product manufacturers and distributors. Foresight’s
sustainability focus necessitates additional controls and
careful scrutiny of all of our sustainability claims in digital
of the regulatory landscape over the short to medium term,
regulatory requirements and enhance their existing processes
around longstanding requirements for “fair, clear and not
misleading” communications.
Risks continued
57
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Strategic Report
Governance
Financial Statements
Introduction
Reputational risk
Foresight Group’s growth strategy and value to its
Shareholders depends on its sustainability credentials and,
as such, the Board recognises that the controls in place to
mitigate associated risks such as greenwashing and “Impact
Foresight Group communicates with clients through a
variety of media channels, as we support the marketing and
promotion of our products across a wide set of markets and
The Board recognises the importance of being able to
substantiate our sustainability claims wherever they are
made, beyond the threshold standard of “fair, clear and
not misleading”. The Head of Risk is a member of the
Sustainability Committee and is responsible for the oversight
of sustainability risk management activities across the Group.
Operational resilience
Operational resilience is the state of being able to continue
situations (crises and emergencies) without disruption or
reduction in the standards that our clients and counterparties
expect from us.
In addition to our own activities, Foresight is dependent on
third parties for some important business services. Disruption
to these services may threaten the delivery of our own
services. In order to manage this risk, our counterparties are
assessed on an annual basis in terms of their importance
to our operations, with our most important counterparties
Stressed market conditions
Analysis is performed using scenarios that could result in the
Board of FGHL and Exco determining that Foresight Group
entity, must cease its regulated activity and surrender its
permissions such that Foresight Group LLP is no longer
authorised under Part 4A of FSMA 2000.
underlying assumption for the scenarios is that an orderly
wind-down is executed under stressed market conditions.
from an event or series of events, e.g. a failure of controls,
business continuity and disaster recovery planning.
Crises
The Crisis Management Plan (Disaster Recovery Plan (“DRP”))
is the process by which events categorised as crises are
managed.
The DRP is activated when there is a catastrophe, including,
but not limited to, property destruction and/or loss of life.
of events that bear a heavy reputational risk payload to the
Group, such as a “greenwashing” scandal.
Emergencies
The Business Continuity Plan (“BCP”) is the process by which
events categorised as emergencies are managed. The BCP is
in place to ensure that our regulated activities can continue
more or less uninterrupted given a variety of scenarios
that would otherwise cause them to stop. The BCP may be
activated upon cyber assaults, terrorist assault on or nearby
Geopolitical risks, business continuity and
scenario analyses to work through potential consequences.
Geopolitical tension can create problems for our supply
chains. Some of the regions have historically been active
activities which would precipitate changes to operational
example, a glut of solar cells may be commercially attractive
over the short term to the detriment of competitive European
alternatives over the medium to long term.
Cyber risk
The Technology and Data team leverage a wide array of
leading technology solutions and industry best practices
to maintain a secure perimeter and detect and respond
to threats in real time. Additionally, senior management
(including the Foresight Executive Committee) are actively
engaged and regularly updated on the extent of the threats,
the mitigations in place to counter threats, and the business
continuity and response plans in place to manage cyber
incidents. The Information Technology Steering Committee
and the Risk Committee provide oversight of the management
of cyber risk. Cyber risk is a standing agenda item of the
Risk Committee. Our Technology and Data team tests our
cyber defences regularly through simulated cyber-attacks
(penetration testing).
Risks continued
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Financial Statements
Introduction
Risks continued
Cyber risk continued
continue to enhance the integrity and security of our digital
estate. The Board is focused on the evolution of our cyber
capabilities as part of our operational resilience and updates
on the emerging and evolving cyber threat landscape are
provided.
providers, we are also focused on the risk that hackers might
as part of our due diligence process on such providers and
the outcome of this assessment feeds into the Third-Party
Cyber and information security remains a key risk due to the
prevalence and increased sophistication of cyber-attacks.
emails and therefore phishing attacks are becoming harder
to recognise. Foresight continues to monitor these threats
regularly alongside employee engagement with cyber security
training. The cyber security training covers the latest phishing
additional training across the business. An internal review and
escalation programme was recently implemented to align the
training and event response with Foresight’s risk strategy.
Internal Capital Adequacy and Risk Assessment
(“ICARA”)
Our Prudential Consolidation Group is comprised of our
principal regulated entity, Foresight Group LLP, and its
subsidiaries. The Group is in scope of the FCA’s Investment
Firms Prudential Regime (“IFPR”). The regulation is
into force on 1 January 2022. As well as capital and liquidity
requirements, the rulebook sets out governance requirements
and revised remuneration standards that apply to the
represent best practice for the Group. In October 2023, the
ICARA was approved by the Executive Committee.
Risk culture
By fostering a strong risk culture, businesses can seize
opportunities, mitigate threats and create a sustainable
process of supporting the Group’s risk culture. The RCSA
process is a core part of our risk management framework
and helps us manage risk across the Group. The Risk team
meets with the heads and risk owners of the businesses and
core functions on a monthly basis to assess existing, emerging
and evolving risks. These meetings also provide exposure
and training on our enterprise risk management platform as
we continue our migration from our former RCSA processes
and towards more regular assessments as part of day-to-day
business activities.
RCSAs are used to identify inherent risks arising from
activities conducted by businesses and functions across
mitigate risks as well as the risks themselves, which enables
Financial crime risk assessment
Foresight Group must ensure that there are adequate systems
(“FC”) risks within the business and combat the potential
misuse of its services and products in the furtherance of FC.
The Group aims to meet its responsibilities in carrying out its
activities in accordance with the laws and regulations of the
Group and its subsidiaries must comply with FC laws and
regulations related to, but not limited to, money laundering,
fraud, anti-bribery and corruption, market abuse and tax
evasion.
The Group has established a framework to manage FC
key pillars: Governance, Risk Assessment, Due Diligence
Monitoring & Surveillance.
59
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Financial Statements
Introduction
Financial crime risk assessment continued
These pillars go across all three lines of defence; however, the key second line of defence (“2LOD”) activities undertaken to deliver this framework for Foresight are as follows:
Governance
Risk Assessment Training & Awareness Monitoring & Surveillance
(“MLRO”) is responsible for oversight
of Foresight Group LLP’s (“Foresight”)
compliance with the FCA’s rules as well
as systems and controls to manage FC
risk. The Compliance function meets
Foresight and reports to the Executive
Committee.
each of the principal regulated Foresight
of inherent risks, controls and an
assessment of residual risk areas
and managed/mitigated.
on prospective and existing
clients, investors, transactions and
counterparties is supported by periodic
initial and periodic reviews where there
In addition to the 1LOD quality assurance
reviews, the 2LOD reviews a sample of
programme (“CMP”).
Foresight employees is supported
by periodic FC refresher training via
e-Learning and classroom sessions,
as well as regular communications on
topics such as how to escalate issues to
Compliance.
Reporting of potential higher risk
circumstances, issues and breaches to
the Risk Committee and the Executive
Committee which includes the MLRO.
Reporting of suspicious activity to
the MLRO in accordance with the
Anti-Financial Crime Guide.
Periodic review and assessment of
the Firm’s FC monitoring systems
and controls in accordance with the
compliance monitoring programme.
These pillars are supported by policies and procedures including the AML Policy and Anti-Financial Crime Guide, Anti-Bribery & Corruption Policy, Anti-Market Abuse Policy, Anti-Tax Evasion Policy
Risks continued
Conduct risk
associates or representatives that results in negative
In order to manage conduct risk we take the following
approach:
a)
conduct risks
b)
management controls (processes, procedures and
documents) that are key in ensuring the sound conduct
c)
and formulation of remediation recommendations where
appropriate
d)
with senior management
any conduct breaches and put in place mitigating measures to
avoid further occurrences.
As the conduct risk framework matures, we reduce the
opportunity for behaviour that could result in harms to our
harms to the Group itself.
Consumer Duty
and sets higher standards in the industry for consumer
of the new Consumer Duty rules ahead of the regulatory
deadline to ensure Foresight Group LLP delivers good
outcomes for retail customers and our ability to measure this,
necessitated updates to existing policies and processes as
well as the introduction of additional policies and processes.
The Compliance Team has incorporated the Consumer Duty
Implementation Plan and ongoing initiatives into its periodic
Foresight Group LLP Members Board.
60
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Top 10
The following table represents the Top 10 risks to the execution of the Group’s strategic goals, as of 31 March 2024. The threat landscape is evolving, and debated at the Risk Committee, which
convenes on a monthly basis. The principal risks are discussed at the Audit & Risk Committees, where our assessment and control framework is challenged.
Risk Description Causes Consequences Preventative and responsive controls and
activities
Principal risks
Cyber risk:
information
security
and reputational damage.
Phishing attacks
Malware and ransomware
Insider threats
Data breaches and unauthorised
access to sensitive information
Expensive data recovery and
security remediation exercises
Reputational damage
with potential harms to clients,
Breaches of data protection laws
Potential vulnerabilities exploited
more easily
systems
Employee security awareness training
Secure and resilient IT systems
Strong access controls and authentication
mechanisms
Additional encryption and data protection
measures
Macro-
economic
conditions
The opportunity for investment in the markets in which Foresight
operates is highly competitive. Identifying and committing capital
to investment opportunities over the long term involves a high
factors, including power price volatility. Persistently high levels of
may have far-reaching consequences for investments. The Group
recognises the need to balance competing aspects of wage
Interest rates
Political and geopolitical
uncertainty
Regulatory changes and
compliance complexity
Business disruptions and supply
chain risks
Reduced investment returns
Regulatory non-compliance
Supply chain disruptions
Business continuity and supply chain
resilience
Active management of investment portfolios
Revision of hard and soft risk limits, risk
appetite
Cost reduction and policy/process reviews
Third-party
risk
The Group may rely on third-party service providers for various
functions, which can introduce additional operational risks that
need to be managed and monitored.
Supplier quality issues
Ethical and social responsibility
concerns
Lack of supply chain
transparency
Geopolitical and natural
disasters
Business disruptions and
Reputational damage
Compromised product quality
Compromised cyber security
Impact on investment performance
criteria
Increase supply chain visibility and
transparency measures
Business continuity and disaster recovery
planning review and test
Active third-party risk management
Risks continued
Increase Trending up Decrease No change
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Financial Statements
Introduction
Risk Description Causes Consequences Preventative and responsive controls and
activities
Principal risk
Sustainability
risk
The risk associated with environmental, social and governance
compliance and reputation.
Climate change and
environmental impacts
Regulatory changes and
compliance complexity
Changing customer preferences
and market shifts
Social inequity and human rights
violations
Regulatory non-compliance
Reputational damage
Stakeholder disengagement
Decreased market share
Maintaining climate impact as part of due
diligence
Social responsibility policies and
programmes
Supply chain sustainability management
Compliance monitoring and reporting
Crisis management and disaster recovery
planning
Regulatory
compliance
The risk of changing regulations or compliance failures that
must comply with a variety of regulatory requirements, including
penalties if violated.
Changes in government policies,
industry standards and best
practices
Shifts in regulatory enforcement
practices, increased penalties
and legal consequences
requirements and increased
compliance costs
International regulatory
harmonisation
Non-compliance
Reputational damage
Increased costs
Business disruptions
Regulatory monitoring and compliance
programmes
Engagement with regulatory bodies and
trade associations
Compliance training and awareness
programmes
Resilience risk
Impact on investment performance. System or technology failures
Natural disasters
Cyber security attacks
Third-party service provider
failures
Service outages
Financial losses
Reputational damage
Regulatory penalties
Redundancy and backup systems
Business continuity and disaster
planning
Risks continued
Top 10 continued
Increase Trending up Decrease No change
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Financial Statements
Introduction
Risk Description Causes Consequences Preventative and responsive controls and
activities
Emerging risk
Geopolitical
risk
country or region may have a negative impact on the
performance of investments in that area.
Political instability and regime
changes
Economic sanctions and
embargoes
Terrorism and political violence
Business disruptions
Financial losses
Reputational damage
Compromised cyber security
Geopolitical risk assessment and monitoring,
political and country risk analysis
Contingency and crisis management plans
Reputational risk management strategies
Evolving risk
Data and
records
management
The risk that the Group’s processes, systems and controls
relating to the management, storage and protection of data and
business.
Inaccurate data entry and errors
Data duplication and
redundancy
Data breaches and security
incidents
Lack of record retention and
destruction policies
Compromised data integrity
Legal and regulatory consequences
Business disruptions
Data loss and unavailability
Data governance framework and policies
Data privacy and compliance programmes
Backup and recovery systems
Cyber security measures and access controls
Conduct and
culture
Conduct risk is the risk of harm to our clients arising from
misconduct by our employees or by third parties or other
counterparties engaged by the Group.
Ethical misconduct and fraud
Inadequate training and
awareness programmes
Poor governance and oversight
Reputational damage
Loss of customer trust
Legal and regulatory consequences
Decreased employee morale and
productivity
Code of conduct and ethics policies
Regulatory compliance programmes
Conduct and culture assessments/audit
Human capital
risk
Foresight relies on skilled personnel to manage investments and
run its businesses, so human capital risks such as key person risk
shortages
Skills gaps and inadequate
workforce planning
Training and development gaps
Succession planning and key
Business disruptions
Decreased productivity
Loss of critical knowledge
Talent retention challenges
Talent acquisition and retention strategies
programmes
Succession planning and knowledge transfer
Training and development requirements
Risks continued
Top 10 continued
Increase Trending up Decrease No change
63
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
For Foresight Group’s annual Task Force on Climate-related
Financial Disclosure (“TCFD”), please refer to our
https://www.foresight.group/
sustainability-report-fy24).
International Sustainability Standards Board (“ISSB”)
standards in Q1 2025
1
Sustainability Reporting Standards (SRS) will incorporate the
FY26 Sustainability Report will likely need to follow the ISSB
standards. To prepare for this, we have decided to reference
the structure of the standards voluntarily. The FCA has also
encourages companies to familiarise with the standards
and stated that companies may use it voluntarily
2
. As the
requirements under TCFD are covered within the ISSB second
standard, IFRS S2, Foresight have included the TCFD report
within the Sustainability Report.
Foresight has reported on and complied with climate-related
the following:
Strategy
Transition plan:
Foresight currently does not have a transition plan in
place but intends to evaluate feasibility of Group-level
carbon reduction/transition plan and develop climate
carbon reduction/transition plans for selected
Climate-related scenario analysis:
Foresight does not yet conduct scenario analysis for its
FCM and PE portfolios; however, we intend to conduct
climate risk and scenario analyses assessments for our
but intend to integrate climate-related risks and related
quantitative analysis of risks in the upcoming year.
Metrics and targets
Sustainability-related performance metrics are
not currently included in remuneration policies.
and/or Executive Committee compensation criteria in the
upcoming year.
Currently, Foresight has no climate-related targets in
place. However, Foresight intends to evaluate feasibility of
Group-level carbon reduction/transition plan and develop
climate carbon reduction/transition plans for selected
portfolios in the upcoming year. Climate-related targets
upcoming year.
For more information, please see our TCFD index, available
TCFD Compliance statement
1. https://www.gov.uk/guidance/uk-sustainability-disclosure-standards
2. https://www.fca.org.uk/publications/newsletters/primary-market-bulletin-49#lf-chapter-id-fca-updates-consultation-timeline-onissb-standards-and-transition-plans-based-on-uk-endorsement-process
64
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Process and period for assessing viability
The Directors have assessed the Group’s viability over a
three year period to 31 March 2027, taking account of the
The Group’s long-term prospects are primarily assessed
output of this process is the Group’s three year plan, which
is produced by the Finance Team with detailed input from
team heads across each area of the business. The Executive
Committee and Group Board review and challenge the plan.
The assessment of the Group’s viability requires the Directors
which are outlined on pages 55 to 63. The Directors review
the principal risks regularly and consider the options
available to the Group to mitigate these risks, to maintain
As part of the Internal Capital Adequacy and Risk Assessment
process (“ICARA”), stress testing is performed on the Group’s
three year plan, which considers the impact of one or more
of the key risks crystallising over the assessment period.
Severe but plausible downside scenarios applied to the plan
included:
50% lower fundraising
10% reduction in valuation of the funds managed by
25% lower deployment
A combination of the three scenarios above
Having reviewed the results of the stress tests, the Directors
resources in each scenario and that the Group’s ongoing
viability would be sustained. The shift in recent years to
a more recurring revenue model, with c.85-90% recurring
revenues from evergreen or long-term funds, means the
event of any of these happening, mitigating actions would be
As of 31 March 2024, the Group balance sheet was strong.
The cash balance at year end was £45.0 million and this
Viability statement
they have a reasonable expectation that the Group is well
positioned to manage its operations and meet its liabilities
The Directors also consider it appropriate to prepare the
Pages 4 to 65 constitute the Strategic Report, which was
approved by the Board on 26 June 2024 and signed on
Company Secretary
Viability statement
In accordance with the UK Corporate Governance Code, the Directors have
carried out a comprehensive and robust assessment of the Group’s prospects and viability.
65
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Strategic Report
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Financial Statements
Introduction
Governance
Building a successful,
resilient business.
Members of the Foresight team
Executive Chairman’s introduction 67
Board of Directors 69
Corporate governance 71
Nomination Committee report 81
Audit & Risk Committee report 83
Remuneration Committee report 91
Directors’ report 106
66
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
I am pleased to introduce Foresight Group’s (the “Group”)
Corporate Governance Report on behalf of the Board for the
This year brought with it a number of new regulations in
of particular importance to the Group ethos. In recognition
of that, and before the requirement to do so becomes
conduct a double materiality assessment on the Group’s
activities. The purpose of the assessment is to identify the
sustainability matters most material to Foresight and our
stakeholders by evaluating their impact on environmental and
performance.
It is our view that undertaking this double materiality
assessment early will put us in a stronger position to deliver
the long-term success of the Group, generate value for
Shareholders and positively impact the way in which we look
after our people and other stakeholders. The actions arising
from the assessment will be implemented over the course of
FY25 to ensure that we not only meet regulatory deadlines,
but strengthen and future-proof our processes and corporate
structure in the promotion of a sustainable culture.
A key to achieving a sustainable culture is to ensure we
provide a positive, diverse and inclusive workplace.
our governance arrangements promote diversity, equity
and inclusion across the Group’s locations, which we
seek to achieve by our Governance Team working closely
with our Sustainability and People & Sustainable Culture
(“PSC”) Teams, taking on board feedback received from the
Employee Forum, appraisal process and the results of the
annual Employee Survey, details of which can be found on
page 40. That collaboration and feedback also helps to
ensure we are meeting all training and development needs.
As regards our other stakeholders, please see the
Stakeholders section on pages 36 to 41 for details of our
engagement over the course of the year. This includes our
engagement with the Shareholders who voted against the two
resolutions at the 2023 AGM that received >20% dissenting
votes. It is worth noting that while those who responded
and transparency in the matters concerned, voting against
internal policies.
Lastly, to the Board. As noted in the Directors’ Report on
pages 106 to 112, the Board has aimed to comply with the
requirements of the Corporate Governance Code throughout
FY24 and remains committed to doing so. There are a few
exceptions, including in regard to Board composition where
we are not yet fully compliant, and I would direct you to the
Nomination Committee report on pages 81 to 82 where this
will establish an internal audit function during FY25, which
will further complement the Company’s corporate structure
(see below).
The Nomination Committee report also notes the results of
our third internal Board evaluation undertaken in the last
I am pleased to note that the results were in line with
expectations, with no material concerns arising. As promised
in FY25, and we are in the process of identifying a suitable
“ Corporate governance is the
foundation of a successful
business in a competitive and
regulated arena.”
Bernard Fairman
Executive Chairman
Executive Chairman’s
introduction
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Examples of how the Company has complied with the Code
can be found in the pages listed below:
Board Leadership and Company Purpose
Pages
Company’s value, purpose and strategy
Risk management
Stakeholder engagement
68, 69, 76 and 77
Inside front cover,
5 to 11
55 to 63
36 to 41
91 to 101
Division of Responsibilities
Responsibilities of the Chair and the SID
1
Executive versus Non-Executive
Directors
Time commitment
73
73
76
77 and 78
Composition, Succession and Evaluation
Appointments and succession
Skillset, knowledge and experience
Evaluation
80 to 81
68 to 69
76 and 77
Audit, Risk and Internal Control
statements
Fair, balanced and understandable
assessment of the Company’s position
and prospects
Risks and internal controls
83 to 90
83 to 90
83 to 90
Remuneration
Remuneration policies and practices
Formal and transparent procedure
for executive and senior management
remuneration policies
discretion
91 to 105
91 to 105
91 to 105
Also, to strengthen the Company’s corporate structure, in
FY24 the Board decided to extend the remit of the Audit
& Risk Committee (“ARC”) to include Governance and
Sustainability in recognition of their importance to the
Group’s activities. This decision will mean that the ARC
will oversee those two functions, resulting in increased
accountability and focus on their activities. The amended
ARC Terms of Reference can be found on the website
https://media.umbraco.io/foresight/h14kevet/2024-03-
.
Group’s Sustainability Committee and the creation of a
both of which will take place in FY25.
I trust that in reading the Governance sections of this Annual
Report for FY24, our commitment to conducting our business
responsibly and maintaining high standards of corporate
governance is shown to be in keeping with our belief that
corporate governance is the foundation of a successful
business in a competitive and regulated arena.
I look forward to reporting to you on our progress in the next
Annual Report.
Bernard Fairman
Executive Chairman
26 June 2024
Executive Chairman’s introduction continued
Our compliance with the Code
below, the Company has applied the principles and complied
Code (the “Code”) during the year:
Provision
Explanation
9 & 19
The Code recommends that the role of chairman and
same individual. Since Admission, Bernard Fairman,
who co-founded the Group in 1984, has exercised the
role of Executive Chairman, combining those two roles.
The Nomination Committee independently considers
the role as part of the annual Board evaluation
process and also as part of their review of the
their belief that in undertaking the role, Bernard
Fairman does meet the interests of the Shareholders
experience to ensure the Company’s ongoing
commercial success. Furthermore, it is considered
that Bernard Fairman provides stability and continuity
through his detailed understanding of the Group’s
operations, both past and present, and the markets in
which it operates. These qualities are considered to be
of particular importance given the Company’s growth
ambitions and relatively recent listing.
certain additional duties are undertaken by the
Senior Independent Director. These are set out in
the document “Division of Responsibilities between
the Executive Director and the Senior Independent
Director”.
26
During the year, the Audit & Risk Committee approved
a proposal to implement an internal audit function
at Group level and steps are being taken to do so
1. The responsibilities of the Executive Chair and SID are detailed in the document
“Division of Responsibilities between the Executive Chair and the Senior
Independent Director”.
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Biographies accurate as at the date of publishing.
Board of Directors
Bernard Fairman
Executive Chairman
Appointed
24 February 2010
Background
evaluating and negotiating investments, Bernard co-founded Foresight
Group in 1984 to raise a new fund for investment in unquoted
He is now Foresight Group’s Executive Chairman with over 40 years
of private equity and infrastructure experience. He is responsible for
the strategic direction and management of the Group, including its
IPO in February 2021. He has achieved this through organic growth
and acquisitions, with the Group attaining a leading position in the
Bernard’s extensive experience provides him with a deep
understanding of private equity and infrastructure investments and
great insight into the opportunities for Foresight Group as well as the
challenges that it may face. He is well placed to continue to lead the
Board and develop and drive the Group’s strategy, culture and values.
External directorships
Beau Port Investments Limited.
Gary Fraser
Appointed
3 February 2021
Background
27 years of experience and is ultimately responsible for Group
input into corporate, portfolio and investment decisions across
the business. He also works closely with the boards of the various
Foresight managed funds, listed and unlisted, and has been key to
various corporate actions, including mergers and acquisitions, rights
issues and restructuring. Gary works alongside Bernard in relation to
strategic planning and business development, including acquisitions.
Gary previously worked at F&C Asset Management as a company
He also worked at EY, focusing on audit and risk assurance, and
Gary’s strategic and decision-making skills are fundamental to his
roles as CFO and COO in driving the Group forward to achieve its
strategic goals. His involvement with the boards of Foresight’s funds
External directorships
Averon Park Limited (a Foresight managed entity).
Alison Hutchinson, CBE
Senior Independent Non-Executive Director
Appointed
3 February 2021
Background
Alison is a highly experienced director, who brings a wealth of
experience and knowledge to the Board gained from her strong
has a keen interest in people and is our workplace representative; she
also chairs our Employee Forum.
she founded in 2009) working with retailers to enable digital giving
and serves as the senior independent non-executive director at DFS
Furniture plc and Yorkshire Building Society.
In 2016, Alison was awarded a CBE for services to the economy
External directorships
DFS Furniture plc, Yorkshire Building Society and Your Penny Limited.
Audit & Risk Committee
Nomination Committee
Remuneration Committee Market Disclosure Committee
C
Chair
C
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Board of Directors continued
Independent Non-Executive Director
Appointed
31 May 2015
Background
regulatory knowledge and experience in risk management.
He is the managing director of FNB International Trustees Limited
(“FNB”) and deputy head of banking for FNB Channel Islands Bank.
He also sits on the audit and risk committee of both FNB International
Trustees Limited and FNB Channel Islands Bank.
in both Guernsey and Gibraltar.
External directorships
Ashburton Investments International Holdings Limited plus various
directorships of companies serviced by FNB for its clients.
Michael Liston, OBE
Independent Non-Executive Director
Appointed
3 February 2021
Background
Formerly Chief Executive of the electricity utility Jersey Electricity
plc, Mike is the Non-Executive Chairman of JTC plc and brings to
private sector businesses.
Mike has also held a number of non-executive roles including
Chairman of AIM-listed Renewable Energy Generation Limited and
was formerly Chairman of The Jersey Appointments Commission,
established by the Government of Jersey to ensure probity in senior
Royal Court of Jersey in 2012, retiring from this position in 2017.
In 2007, Mike was awarded an OBE for services to the electricity
industry and charity.
External directorships
JTC plc chairman
Board skills
Executive/Strategic
International
Sector/Industry
Operations
Financial
Governance, Risk, Compliance & Legal
Sustainability/Climate
People & Remuneration
IT/Cyber
Sales & Customer Service
Product Development & Marketing
Board skills
In line with the recommendations of the Corporate Governance Code,
and knowledge (“Skills”) considered appropriate to support and
develop Foresight.
The below skillset chart shows the combination of those Skills held
A more detailed skills matrix is maintained internally, which drills
down into each of the listed areas to better understand the nature
to better assess the Board’s skills versus the needs of the Company
and is a useful tool in relation to succession planning and recruitment.
C
C
C
Biographies accurate as at the date of publishing.
Audit & Risk Committee
Nomination Committee
Remuneration Committee Market Disclosure Committee
C
Chair
To read full biographies, go to:
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qww
4
| 2 | 66.6%
| 1 | 33.3%
Corporate governance
| 5 | 100%
Ethnicity
| 5 | 100%
Ethnicity
| 234 | 57%
| 8 | 2%
| 19 | 5%
British | 11 | 3%
| 130 | 32%
1. Our Senior Board Positions are CFO, SID and Executive Chair.
2. Executive Management comprises the Board, Executive Committee and Company Secretary.
3. The statistics provided in regard to the Group Employees is additional information intended to illustrate the diversity across our Group. Please also see our People section on pages # to #, which provides more information on the progress being made across the business as
regards diversity, equity and inclusion.
4. At 31 March 2024.
Board
Group Executive
Management²
Senior Board Positions
1
Group Employees³
Gender
| 4 | 80%
| 1 | 20%
Gender
| 2 | 66.6%
| 1 | 33.3%
Ethnicity
| 3 | 100%
Gender
| 8 | 80%
| 2 | 20%
Ethnicity
| 10 | 100%
Gender
| 239 | 59%
| 167 | 41%
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Board and Committee meeting attendance
The chart below shows the total number of Board and Committee meetings and the attendance by each Director.
There was full attendance from each of the Board Directors for the meetings held during the year.
Bernard Fairman
Board
Gary Fraser
Board
Alison Hutchinson
Board
Audit & Risk
Nomination
Remuneration
Board
Audit & Risk
Nomination
Remuneration
Mike Liston
Board
Audit & Risk
Nomination
Remuneration
Corporate governance continued
Note: Bernard Fairman and Gary Fraser are not members of the above Committees,
hence their attendance is not recorded.
Governance framework
Every member of the Board understands their role in terms
of their individual and collective engagement, providing
independent views and challenge, as well as acting with their
Board colleagues to secure the long-term success of the
also key to achieving the Group’s purpose, strategies, values
and targets.
Our governance framework comprises the Board, the Board’s
Committees and the Executive Committee, descriptions
of which appear below. They are supported by senior
management and the various teams across the Group.
Our approach to
corporate governance
It is essential for our long-term success that high standards
of corporate governance are developed, maintained and
improved across the Group, to enable us to support our
business strategies, operational resilience and growth and
achieve our goals.
The Board has appointed four Committees, as described
below, each of which operates under its respective Terms
of Reference that can be found on the Group’s website.
the Group’s business activities, current and future, and makes
changes where necessary. In that regard, the Audit & Risk
Committee now covers Governance and Sustainability.
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Corporate governance continued
Our approach to corporate governance continued
co-ordination where needed.
The Board also works closely with the Group’s Executive Committee, to which it has delegated the day-to-day oversight and management of the Group’s business activities.
Board Executive
Chairman
CFO/COO
Senior Independent
Non-Executive Director
Non-Executive
Directors
Company
Secretary
Collectively responsible for
promoting the long-term,
sustainable success of the
Company, seeking to generate
value for Shareholders while
stakeholders. This includes:
Setting the Group’s
strategic targets
and monitoring the
performance of the
Executive Committee
against those targets
Setting the Group’s risk
appetite and ensuring
Monitoring compliance
with corporate governance
principles
culture, values and ethics
of the Company
proposes Group strategy,
annual budget, business plans
the Board
Oversees the Executive
Committee’s management of
the Group and execution of
Group strategy
Promotes appropriate
standards of governance
across the Group and ensures
compliance with legal and
regulatory responsibilities
accurate and reliable
information within the Group
and with the Board
Promotes the health, safety
and wellbeing of workforce
and workforce engagement
Communicates with the
workforce and ensures Board
Supports the Executive
Chairman in developing
Group strategy, annual
budget, business plans and
Serves on the Executive
Committee
Holds responsibility for the
Group’s operations and
operational strategy via the
Executive Committee
Holds responsibility for
Finance, Risk, Compliance,
Governance, PSC and
Corporate IR teams
Acts as a Non-Executive
Director
Acts as intermediary for
other Directors and the
Shareholders to ensure
views are communicated and
understood
Leads the Board when the
Executive Chairman is absent
Is the designated NED for
workforce engagement
communication by the Group
with its workforce and
stakeholders
Leads on the appraisal of
the Executive Chairman’s
performance and evaluates
the same
Contributes to succession
planning of the Executive
Chairman, other Directors and
Board Committees
Monitor the Group’s delivery
of strategy
Ensure internal controls are
robust and that an external
audit is carried out
Engage with internal and
external stakeholders,
providing feedback to the
Board
Provide constructive input
to the development of the
Group’s strategy
Have a key role in succession
planning for the Board and
senior management
Serve on the Board’s
Committees
Provides advice and support
to the Board as necessary
Ensures timely and accurate
Ensures compliance with
the Company’s Board and
corporate governance
policies
on changes to applicable
regulation, legislation and best
practice standards
Tailors and carries out
comprehensive inductions for
new Directors
Provides support to the
Chairman and the other
Directors
Supports the Chairman with
the Board evaluation
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Corporate governance continued
Our approach to corporate governance continued
Board Committees
The Board
Market Disclosure Committee
Oversees the disclosure of information
by the Company to meet its obligations
Remuneration Committee
Reviews the Group remuneration policy,
the structure of senior management
remuneration and determines the
remuneration of the executive Board and the
Group’s Executive Committee.
Please see the Remuneration Committee
report on pages 91 to 105.
Oversees Board composition and Board
Please see the Nomination Committee
report on pages 81 to 82.
Audit & Risk Committee
Responsible for:
internal and external auditors
Overseeing the Company’s position with
the respect to the Code and corporate
governance practice
Sustainability and climate-related
policies, reporting and risk management
Please see the Audit & Risk Committee
report on pages 83 to 90.
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Corporate governance continued
Our approach to corporate governance continued
Executive Committee
the execution and delivery of Group strategy, providing periodic updates to the Board. Both Bernard Fairman and Gary Fraser are members of the Executive Committee. The other members are
David Hughes,
Ricardo Piñeiro,
Head of Infrastructure
James Livingston,
Co-Head of Private Equity
Matthew Smith,
Co-Head of Private Equity
of experience. He’s responsible for the
overall management of the Foresight Group
investment portfolio, overseeing the complete
investment cycle from initial investment to
ultimate realisation.
the Head of Infrastructure. He is based
experience in fund management, sustainable
Co-Head of Private Equity, based in the
and is a member of the Investment
manages a team that invests across the
and beyond.
of Private Equity, based in the London
is a member of the Investment Committee.
a team that invests across the spectrum of
More information on the members of the Executive Committee can be found on the Company’s website at https://www.foresight.group/about-us/people.
Board independence
Each member of the Board understands their
role as an individual, providing independent
views and challenge, as well as being part of
a collective acting with their Board colleagues
to secure the long-term success of the Group.
The division of responsibilities among the
Directors is also key to the Group achieving
the Group’s purpose, strategies, values
The independence of the Non-Executive
evaluation in accordance with the Code, and
the Nomination Committee considered that
they were all free from any relationship or
their roles on the Board, providing constructive
challenge to the Board and Executive
Committee.
The Company Secretary maintains a register of
their responsibility to identify and manage
the Board and the Company Secretary. The
Directors are reminded of their responsibilities
meeting. The Company Secretary provides
at all full Board meetings so as to ensure
the Board monitors and notes any potential
Any Director wishing to take on an additional
external appointment must obtain permission
from the Board, which shall be granted if
the additional time commitments will not
interfere with the respective Director’s ability
to discharge their responsibilities to the
Company, their independence is maintained
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Our approach to corporate
governance continued
Time commitment
their responsibilities. The Nomination Committee considers
the time commitments of our existing Directors in terms of
any change to the amount of time being spent on Company
matters and also should they wish to take on additional
external appointments. Should the Nomination Committee
would be made to the Board.
Professional advice
Independent Advice, Directors may take independent
professional advice at the Company’s expense in the
furtherance of their duties as Directors of the Company.
During the year, no Directors sought to do so.
Training and development
The Board and the Group’s senior management are
committed to support the continuing development and
training of all the Group’s employees as well as their own.
related to the double materiality assessment were held
strategically important matters to ensure they are informed
Culture
cultural direction and monitoring behavioural patterns and
standards across the Group.
This is achieved via various initiatives including an annual
Proposition and other ad hoc initiatives run from time to time.
More information on the results of these initiatives can be
found on page 40.
Communication with Shareholders
Communication with Shareholders is important to the Board,
and the Executive Directors have an ongoing dialogue and
a programme of meetings with large/institutional investors
and analysts managed by the Corporate Investor Relations
Team. These meetings are normally with both the Executive
of topics that enable them to understand Shareholders’
perspectives, within the constraints of rules around
communicated to the Board through the Board reporting
brokers and the Corporate Investor Relations Team. The
Corporate Investor Relations Team and Company Secretary
also engage with proxy voting agents ahead of each AGM.
As an example of Shareholder engagement during the
year, due to the greater than 20% dissenting votes cast
against two of the resolutions at the 2023 AGM, the Board
Executive Directors to discuss the reasons behind their
voting. The feedback gained provided a valuable insight
More information is provided in the Executive Chairman’s
Introduction to the Governance section to this report.
Risk management and internal control
The Board is responsible for setting the Group’s risk appetite
and ensuring that there is an appropriate system of risk
governance in place. To discharge this responsibility, the
Board has established frameworks for risk management
and internal controls using a “three lines of defence” risk
governance model.
The Audit & Risk Committee accesses the results of the
risk monitoring undertaken via the risk functions across the
Group, included periodic risk reporting, and receives updates
the risk management controls and processes.
produced annually in Australia.
The Chair of the Audit & Risk Committee is also a regular
opportunity is provided at all times for the Committee
members to access the risk management team and systems
Group’s risk management framework.
More information on risk management and the assessment
Corporate governance continued
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Image caption
Corporate governance continued
Board evaluation
Group’s success. The Board undertakes a rigorous evaluation
process each year to assess how it, its individual Directors, its
Committees and the Executive Chairman are performing.
The evaluation cycle and process are detailed in the sections
below, together with the actions arising from the 2024
evaluation and the progress made in regard to the 2023
actions.
Our Board and Committee evaluation cycle
Board evaluation process
As can be seen from the evaluation cycle, the Board agreed
to enable the results to be compared and progress tracked.
The Directors each completed the questionnaire scoring
each question from one to four, four being the highest mark.
Free-hand comments were also noted, enhancing the results
by providing more details of areas of weakness, merit and
general remarks.
The themes of the questionnaire covered all of the principles
under the Code and considered Board and Committee
performance. Additionally, the role of the Executive Chair
was also considered.
The completed questionnaires were collated by the
Company Secretary and the anonymous consolidated results
presented to the Board. This was followed by a review by the
Nomination Committee.
Areas recording the higher scores included Leadership and
Company purpose, Board meetings (including reporting),
decision making and relations with Shareholders.
the external review for FY25 and will be used to develop the
internal evaluation process.
Year 1
1
FY22 internal
evaluation
Year 2
FY23 internal
evaluation
Year 3
FY24 internal
evaluation
Year 4
FY25 external
evaluation
Our Board evaluation cycle and actions
1.
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Corporate governance continued
Our Board evaluation cycle and actions continued
Progress on 2023 actions
Type Aim
Progress
Reporting and
transparency
To ensure the Board receives the right level
Continued progress on this during the year, with the various teams working with the Board and receiving feedback to ensure their
reporting needs are met.
Succession
planning
To ensure appropriate succession planning
for the Board.
The enhanced plan was tabled at the August 2023 Nomination Committee meeting. A longer-term plan is also in production.
Actions arising from the 2024 evaluation
Type Aim
Actions
Board
composition/
succession
planning
To have a clear short/longer-term
succession plan that would meet the
diversity recommendations under the FCA’s
Listing Rules.
It was acknowledged by the Board that its composition does not meet the diversity recommendations under the FCA’s Listing
communications with Shareholders, a clear plan is needed on how and when the situation will be remedied.
Board
meetings
Improve reporting, particularly regarding
sustainability, and consider the need for
additional meetings.
reporting is to be provided to the Board. This will include providing feedback from the employee forum.
Review of meeting frequency to be undertaken.
Monitoring
culture
To ensure culture is a key Board
consideration.
culture is a key Board consideration. It will therefore become a regular Board discussion topic and appropriate reporting and
Audit & Risk
Committee
To consider the implementation of an
internal audit function.
As a FTSE 250 company, the Board is aware of the need for this function. It is intended to initiate the function in FY25.
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Corporate governance continued
Our Board activities
Financial Management and Performance
Board meetings/reporting
Board strategy and networking days
Ad hoc meetings and calls with senior management on key
Attendance at employee engagement forums where strategy is
Meetings with senior management and ad hoc attendance at
meetings of key committees
Approval of three year plan considering strategic growth by
organic/internal growth and acquisition
Approval of business acquisitions and share buybacks
Committee
Chair of Audit & Risk Committee meeting independently with
Management report generated by auditor
Board reporting
Sustainability Stakeholder Engagement
Board sustainability champion engagement with Group Head
Board training on sustainability and double materiality
Board reporting
Rights Statement
Review of double materiality review results and approval of
resulting actions
Regular meetings by Executive Directors with key Shareholders
and market analysts
Attendance and participation in a variety of industry bodies
Monitoring of customer trends through Board reporting
Annual General Meeting
Ensuring consideration is given to stakeholder impacts within
investment process
Ensuring retention of Group memberships/signatory status of
sustainability organisations/bodies
Contributing to industry consultations supporting stakeholder
groups
Board strategy day
In August each year, the Board holds a strategy day to
review the rolling three year plan and receive updates
from the Executive Committee on the performance
of each investment division and other team heads
representing the various support functions. Holding
planning and enhancing Board member engagement.
It allowed for focused discussions on long-term goals,
market opportunities and competitive positioning,
ensuring alignment among Board members and the
discussion included a review of the current strategic
plan, analysis of market trends and competitive
landscape, risk management strategies, innovation and
growth opportunities, and alignment of organisational
resources with strategic priorities. This concentrated
organisational success.
Details of the activities undertaken by the Board
in relation to its stakeholders can be found in the
Stakeholders section on pages 36 to 41.
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Our Board activities continued
Employee surveys
Succession planning
Supporting and promoting workforce initiatives championing
diversity and inclusion
Oversight via Board reporting and attendance at certain
team/Committee meetings
Challenging the Executive Directors and Executive Committee on
performance vs targets
Meeting team heads directly via annual networking day and
presentation at Board meetings, as well as ad hoc meetings
Risk Management Corporate Governance and Reporting
Overseeing risk management framework
Review, assessment and challenge of Group’s principal and
emerging risks
Attendance at Risk Committee meetings
Annual General Meeting
Monitoring compliance with the Corporate Governance Code
Ongoing growth and improvement to the governance framework,
maintaining alignment with business growth
Board evaluation and planning
Regular Board meetings and reporting
Engagement with external advisers and experts
Corporate governance continued
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Introduction
Strategic Report
Governance
Financial Statements
Dear Shareholders,
I am pleased to present the Nomination Committee report for
the year ended 31 March 2024 and wish to thank the other
Gavey, management and our external advisers for their
support during the year.
Key responsibilities
The Committee’s key responsibilities include Board
composition, succession, diversity and performance
evaluation.
Succession
The further development of talent was a key focus for the
year to ensure future readiness for planned and unplanned
succession in Executive Director and senior management
further work continues in order to strengthen the pipeline of
executive talent beneath it in recognition of the Company’s
growth expectations. Formal mapping of individual Board
between the collective and current needs of the business.
The complete matrix is shown on page 70 and was discussed
as described below. No changes to the Board’s composition
were proposed on completion of these two streams of
Committee work, but it will be kept under review as the
Company’s activities expand.
The Committee keeps under review the foreseeable
leadership needs of the Company as it grows and
acknowledges that the present combination of the Executive
Chairman and CEO roles is an area of non-compliance with
reasons for its ongoing and unanimous support for Bernard
Fairman’s continuation in that combined role are set out on
page 68.
The Committee has agreed that in due course, when Mr
Fairman retires, these roles will separate and the Board will
appoint an independent Chairman and executive CEO.
During the year, the Committee also considered Mr Gavey’s
tenure, which, if calculated to include his non-executive
engagement with the Company pre-IPO, will exceed the
nine-year maximum tenure recommended under the Code
particular consideration to Mr Gavey’s independence and is
Board composition
The Board was formed in February 2021 at the time of
the IPO and whilst the Committee’s reviews of Board
it remains mindful that the Board’s composition does not
currently meet the requirements of the FCA’s diversity rules
announced in 2022, as can be seen from the information on
page 71. The Committee seeks to actively promote diversity
and inclusion in the overall workforce through its work with
the People & Sustainable Culture (“PSC”) team to ensure that
there are no cultural or structural barriers for women and/or
ethnic and other under-represented groups.
This is achieved in part by Alison Hutchinson’s chairing
of the Group’s Employee Forum and her engagement
with the Sustainability Team as the Board’s Sustainability
representative. The PSC team also regularly reports to the
Board on employee matters. Pages 8 and 9 provide details of
the work being undertaken and the initiatives established to
promote diversity and inclusion in the workplace.
“ Formal mapping of individual
Board members’ skillsets
during the year conrmed
good alignment between the
collective and current needs of
the business”
Mike Liston OBE
Nomination
Committee report
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Board Diversity & Inclusion Policy
Diversity is a key part of the Group’s culture as it brings
diversity of perspective, experience and values to help inform
stakeholders. This culture is embedded within the Group’s
and respectfully and have equal opportunities regardless of
age, gender, ethnicity or background.
The Committee’s approach to Board diversity includes that:
whole it has the right skillset, knowledge and experience
and enhance value for its Shareholders and other
stakeholders
diversity is a key consideration when recruiting new Board
members
requirements of our regulators and the industry bodies we
engage with as regards diversity and to fully explain any
areas of non-compliance
of Board members regularly to ensure alignment
demonstrating diversity where possible
The Committee undertook its third annual evaluation of
are provided on pages 77 and 78 along with details of the
evaluation cycle and evaluation process.
As indicated previously, a fully independent external
evaluation is scheduled to take place during the year ending
31 March 2025.
Re-election of Directors
In accordance with the Company’s Articles of Incorporation
and the Code, all Board members will retire at the
re-election by Shareholders and the Committee recommends
re-election in each case.
Shareholder engagement
welcome feedback and questions on this report and the
Committee’s activities throughout the year. Should you wish
to make contact with me, please do so via the Company
Secretary.
Board independence
The independence of the non-executive members of our
Board was considered as part of the Board evaluation
was maintained throughout the year.
Time commitment
Time commitment is reviewed as part of the annual Board
that the time committed by each Board member remained
Board appointments/induction
In the event a new Board member is appointed, each will be
required to undertake an induction programme, tailored to
the needs of the individual and also providing familiarisation
with the Company’s various governance arrangements.
members and key advisers. Meetings will also be arranged
with members of the Executive Committee and team heads to
provide an overview of our operations and enable individual
policy and procedural information.
During the year, there were no new Board appointments and
no resignations.
Mike Liston OBE
26 June 2024
Nomination Committee report continued
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“ The Audit & Risk Committee
is responsible for maintaining
the integrity of the Group’s
nancial reporting in
addition to monitoring and
reviewing the adequacy and
eectiveness of the Group’s
internal nancial controls and
risk management systems.”
Chair of the Audit & Risk Committee
Dear Shareholders,
I am pleased to present the Audit & Risk Committee report
for the year ended 31 March 2024. My report summarises the
areas of focus and work conducted by the Committee over
the course of the last year.
The Committee’s role is to assist the Board with the discharge
of its responsibilities in relation to external audits and
internal controls and risk management, including: reviewing
considering the scope of the annual audit and the extent of
the non-audit work undertaken by external auditors, advising
on the appointment of external auditors and reviewing
(including risk management processes).
Key areas of focus
One of the primary responsibilities of the Committee is
details on the areas of focus are provided later in my report,
statements for the year ended 31 March 2024.
The Committee has focused on the continuing development
of the risk management function within the business. The
Group’s Head of Risk continues to evolve our systems and
controls to support the growth and stability of the business,
with a particular focus this year on our sustainability risk
management activities. Regional risk and compliance
frameworks continue to support our ambitions in Europe
alongside the growth of our AIFM branch network. Our risk
platform continues to support our business and functions and
ensures a dynamic exchange of information on risks across
our regions.
Towards the end of the year, the Board decided to extend
the remit of the Committee to include Governance and
Sustainability in recognition of their importance to the
Group’s activities. During FY25, the Group’s Sustainability
committee will be restructured and a Group-level
Governance, Risk & Compliance Committee will be
established to support the Audit & Risk Committee with our
responsibilities in these areas.
Over the next 12 months the Committee will review the
double materiality analysis work performed by the Group
Sustainability committee as the Group seeks to improve and
expand its ESG analytical and reporting capabilities. Foresight
has undertaken this work as a matter of best practice ahead
of formal compliance requirements being implemented over
the coming years. The Committee will review the framework
policies and processes for identifying and assessing business
risks and opportunities as they relate to sustainability and
climate-related risks and the management of their impact on
the Group.
Audit & Risk
Committee report
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What the Committee reviewed during FY24
Financial and narrative
reporting
Internal control, risk management
and compliance
External/internal audit Governance Sustainability
Annual and Half-year Reports to
ensure they were fair, balanced and
understandable, including APMs
estimates
Communications with the FRC
Going concern and viability
ESG disclosure enhancements
Reports from the Group’s Risk
Committee (“RC”)
Review of the viability statement and
the supporting stress test scenarios
penetration tests
Regular reviews of compliance with
regulatory rules and compliance
External Auditor
independence
Policy and approval for
audit risks
External Auditor performance and
Internal audit strategic plan over the
next three years
Reports from the Group
Annual review of the Company’s
compliance with the Corporate
Governance Code and reporting to
Shareholders
Consideration of upcoming changes
to the Code which apply to
Introduction to double materiality
analysis
Data management and reporting
Group Sustainability Report
Audit & Risk Committee report continued
Interaction with the Financial Reporting
The Company received a letter from the FRC on
review of our Annual Report and Accounts for the year
Corporate Reporting Review Operating Procedures.
The areas they requested further information on were in
relation to:
(i)
(ii) Earnings per share
In addition, they noted some observations on our TCFD
disclosures and APMs, which we have reviewed and
considered when completing this year’s Annual Report and
Accounts.
of customer contract intangible assets recognised on
the acquisition of Infrastructure Capital Holdings Pty Ltd
between the Half-year Report for the six months ended
Half-year Report were provisional at the time (as permitted
Report for the year ended 31 March 2023.
This was explained in the Half-year Report for the six months
ended 30 September 2023, but we acknowledge that
further disclosure should have been made to facilitate an
in the Annual Report for the year ended 31 March 2023.
Regarding earnings per share, the FRC asked for further
information about the calculation of the weighted average
an explanation of the calculation and agreed to update our
accounting policy wording.
Post period end, we received a follow-up letter from the
our responses and that they had closed their enquiry. As
is common with all FRC enquiries, we have consented to
website in due course. The FRC have requested us to make
clear the limitations of their review and that it provides no
assurance that the Annual Report and Accounts are correct
information provided to it, but to consider compliance with
reporting requirements.
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Composition
The Committee was formed on 3 February 2021 as part of
the preparation for the Company’s Admission to the Main
Market of the London Stock Exchange. Its members are
Hutchinson and Mike Liston.
members of the Audit & Risk Committee be Independent
Non-Executive Directors, that one such member has recent
as a whole shall have competence relevant to the sector
Corporate Governance Code, as I have recent and relevant
Committee at other companies. The absence of a member
Committee meetings
The Committee meets at least three times per year and
at such other times as required. The Company’s External
meeting if they consider it necessary.
year under review and reviewed and discussed a number
Responsibilities
As part of the IPO in February 2021, Terms of Reference
These were reviewed and updated during the year to
appropriate to a group of Foresight’s size, including extending
the remit of the Committee to include Governance and
Sustainability.
The Group complies with the Statutory Audit Services for
of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014.
The new ToR were adopted on 8 March 2024 and a copy can
be found here.
The Committee is principally responsible for the following:
(i)
(ii)
management systems
(iii) Considering the need for an internal audit function
(iv)
external audit process, including the provision of any
non-audit services
(v) Reviewing the Group’s position with respect to the Code
and corporate governance practice
(vi) Sustainability reporting, including the support of any audit
undertaken regarding such reporting
Audit & Risk Committee report continued
Area of focus – Revenue recognition
(Management and Secretarial fees; Marketing fees; Directors’ fees; Arrangement fees; and Performance fees
Comments and conclusions
Management fees
Secretarial fees
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Responsibilities continued
continued
Area of focus – Revenue recognition continued
Management and Secretarial fees; Marketing fees; Directors’ fees; Arrangement fees; and Performance fees
Marketing fees
These are fees recognised as a percentage of initial funds raised from the tax-based retail products.
agreements between Foresight and the portfolio companies.
Arrangement fees
Performance fees
Following discussions with management and review of the Group’s controls and procedures as part of the meetings held throughout the year, the Committee is comfortable that revenue has been properly recognised in
Area of focus – Accounting for business combinations under IFRS 3
Comments and conclusions
conducted and that there were no indicators of impairment of these intangible assets.
Audit & Risk Committee report continued
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Responsibilities continued
continued
Area of focus – Impairment of goodwill and intangibles (customer contracts)
Comments and conclusions
recognised less accumulated amortisation. An assessment is made at each year end for each intangible as to whether there is any indication that the assets may be impaired.
for post combination services. Management have reassessed the valuation of these assets, which is greater than the carrying values and therefore no impairment has arisen.
Area of focus – IFRS 2 – Performance Share Plan
Comments and conclusions
accounting, in particular around the grant and vesting start date and the fair value of the options including appropriate retention rates.
assumptions used and assessed their appropriateness.
Area of focus – Transfer pricing
Comments and conclusions
Audit & Risk Committee report continued
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Responsibilities continued
continued
Area of focus – Forward contracts
Comments and conclusions
contracts have been accounted for correctly in the Annual Report and Accounts.
Audit & Risk Committee report continued
(ii) Risk management and internal controls
Each business and functional area across the Group is
responsible for identifying, monitoring, measuring and
managing risks as well as setting controls and assessing their
remains with the Group’s Risk Committee, with escalation
to the Executive Committee and Audit & Risk Committee
The Board of Directors is accountable for the risk
management activities of the Group and is responsible
management of risk, including determining the Group’s
risk appetite, identifying key strategic and emerging risks,
and reviewing Foresight’s risk management and internal
control framework. For information on the Group’s principal
and material risks please refer to pages 55 to 63 of the
In addition to the Group Risk Committee, the Audit & Risk
sources, including the production of the annual ISAE 3402
report which covers controls around the valuation of the
Group’s funds, as well as third parties providing additional
support in specialist areas such as tax, risk, compliance and
governance.
In my role as Chair of the Audit & Risk Committee, I attended
a number of management meetings during the year to
observe for myself the discussions and challenge provided
by senior management. These meetings covered Risk,
three core business divisions.
controls, and risk management for the reporting period,
(iii) Internal audit
Taking account of the nature, scale and complexity of the
Group’s business, Foresight does not currently have a
dedicated internal audit function. However, the Committee
keeps this under constant review and is expecting to initiate
growth of the business.
Our risk governance function continues to be developed by
the Head of Risk and the timeline for an internal audit function
is regularly raised at the Risk Committees. During the year, an
internal audit function implementation plan was presented to
the Board by the Head of Risk. It was agreed that the Group
arrival of an internal audit function, starting with areas of
higher risk.
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Audit & Risk Committee report continued
Responsibilities continued
(iii) Internal audit continued
Foresight prepares a controls report in accordance with
International Standards on Assurance Engagements (ISAE
3402) which is also reviewed by BDO. This report describes
the controls in place for processing investment transactions
across the Group including the procedures in place to
was produced and audited for the 12-month period to
31 March 2024 ongoing. In addition, to ensure CASS rules
are followed, an independent review is performed by the
internal compliance function as part of its annual compliance
monitoring plan.
(iv) External audit, including non-audit services
The Committee is responsible for ensuring that the External
statements, including overseeing the relationship and
ongoing independence.
BDO are engaged as the External Auditor for the Group and
have audited the principal trading business within the Group
(Foresight Group LLP) since the year ended 31 March 2019.
following the conclusion of last year’s audit and was replaced
by Elizabeth Hooper.
audit, the Committee reviewed the audit team’s demonstrated
scepticism, current knowledge and its relationship with the
Executive Directors and senior management. Since Elizabeth
team (both with and without Foresight present) to review the
management.
Foresight during the reporting period and both the Committee
independence are maintained.
considered, amongst other things, the value of non-audit
services provided by BDO, and the relationship with them as
a whole. The provision of non-audit services is considered
by the Committee in the policy they have adopted on the
is aligned to the recommendations of the Financial Reporting
Council’s (“FRC’s”) Guidance on Audit Committees (2016)
and the requirements of the FRC’s Revised Ethical Standard
only be appointed to perform a non-audit service when
doing so would be consistent with both the requirements and
overarching principles of the Ethical Standard, and when its
skills and experience make it the most suitable supplier.
Details of the fees paid to BDO for audit and non-audit
31 March 2024 related to an assurance report on the internal
control environment of the Group in accordance with ISAE
publication of the Group’s Half-year Report; the annual CASS
audits and assistance with the FRC Corporate Reporting
Review letter.
The Group has a number of overseas subsidiaries, some of
which require a local statutory audit. BDO have been used
as component auditors in Luxembourg and Guernsey for
a number of years but following a review of component
auditors after the ICG acquisition, the Committee agreed to
use BDO instead of PwC for the local audits in Australia for
the year ended 31 March 2024.
The Committee is responsible for recommending to the Board
the appointment, reappointment and removal of the External
Auditor. The Committee has recommended to the Board
be reappointed as External Auditor of the Group for the
forthcoming year.
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Members of the Foresight team
Responsibilities continued
(v) Governance
with respect to the Code and corporate practice, including
the Code and its governance procedures and reporting
to Shareholders. As has been the case since the IPO in
February 2021, the Company Secretary has tracked the
of non-compliance are noted and explained on page 68.
this review will take a more formalised approach for the
(vi) Sustainability
As noted earlier in the report, the Committee has now
also been assigned responsibility for Sustainability. During
FY24, the Committee approved the delivery of a double
materiality analysis via a third-party consultancy specialising
in sustainability regulation and reporting. The outputs of the
Foresight’s sustainability strategy for the next three years.
Additional work conducted by the Committee included
Requirements (“SDR”) working group to ensure compliance
with these new rules.
Further details on these initiatives can be found in our
separate Sustainability Report, located here
https://www.foresight.group/sustainability-report-fy24.
On behalf of the Audit & Risk Committee
Chair of the Audit & Risk Committee
26 June 2024
Audit & Risk Committee report continued
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Annual statement from the Chair of the
Remuneration Committee
Dear Shareholder,
As Chair of the Remuneration Committee (the “Committee”),
received by the Directors during the year, our proposed
Directors’ Remuneration Policy (the “policy”) and our
implementation of that new policy for the year ahead.
policy, will be presented to Shareholders for approval at
I would like to thank my fellow Shareholders for their support
of the Directors’ Remuneration Report presented at our
2023 AGM, which received over 90% support, endorsing the
Committee’s decision to bring our CFO/COO’s base salary to
market levels.
FY24 business context
As Shareholders will be aware, much of the market volatility
seen in recent years continued throughout FY24. As such,
the performance of the Group was delivered against a
headwinds.
to deliver another strong performance with Core EBITDA up
model.
On the back of this resilient performance and our strong
pipeline of opportunities, the Group is well positioned to
deliver on our strategic priorities and to continue to deliver
“ Our new Directors’
Remuneration Policy is t for
the future and ensures we are
able to align Executive Director
remuneration to our strategy
and Shareholder interests.”
Mike Liston OBE
Chair of the Remuneration Committee
Remuneration
Committee report
Committee governance
that before appointment as Chair of the Remuneration
Committee, the appointee should have served on a
this requirement, having served on the Remuneration
Committee of JTC plc for several years.
Committee meetings
The Committee meets at least twice each year,
considered necessary and appropriate to the business
to be discussed.
During FY24, the Committee met four times. The
Committee reviewed the Executive Directors’ and wider
Group remuneration policy as well as implementation
of the policy for FY25 for both the Executive Directors
and other members of the senior management team,
including the annual bonus and Performance Share Plan
awards for participants below Executive Director level.
Advice provided to the Committee
remuneration advice to the Remuneration Committee.
Consultants Group Code of Conduct which requires
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Committee Terms of Reference
The Remuneration Committee’s Terms of Reference
can be found on the Group’s website https://foresight.
group/corporate-governance or obtained from the
Company Secretary.
The Committee’s key responsibilities include:
Determine policy for the Directors’ Remuneration
Determine within the agreed policy, individual
remuneration packages for Executive Directors and
other senior executives
Determine any employee share-based incentive
awards and any performance conditions used for
such awards
Review and understand reward policies and
practices throughout the Group
The Committee is made up of three Non-Executive
Directors: Mike Liston OBE (Chair), Alison Hutchinson
Remuneration Committee report continued
As noted last year, our current policy was put in place
at the 2021 AGM, following our IPO, and implied a heavy
dependence on the historical shareholdings of the Executive
Directors for their remuneration post-IPO.
some changes were needed to align to market norms and
support ongoing delivery of business strategy. However, it
was agreed that these were not urgent and could be made at
our 2024 AGM as part of our triennial review. The Committee
is therefore bringing a new policy to our 2024 AGM with the
changes that I have set out below.
Changes to the Remuneration Policy
The Committee’s review concluded that the policy
a market-aligned base salary and performance incentive
plan entitlement. The current policy does not enable the
Executive Directors to participate in an annual bonus. Set out
below are the key changes that the Committee is therefore
proposing to make to the policy.
Shareholders will note below that the Committee’s approach
to incentive award maximums is slightly unusual in that it
Share Plan (“PSP”) award each with a maximum opportunity
of up to 200% of salary, with an overall cap on variable
remuneration (combined annual bonus and PSP awards) of
that the Committee can ensure the weighting of both short
and long-term incentives is aligned to business strategy taking
into account that because of measures put in place at IPO as
part of a Concert Party Agreement, the incumbent Executive
Directors’ participation in the PSP is currently restricted.
At this time the Committee does not anticipate making variable
pay awards that total the full 350% but wishes to retain that
headroom, for example, in a recruitment scenario.
Pension:
Executive Directors waive their entitlement to pension
provision as part of their remuneration package and there
are no proposals to change this approach.
Annual bonus: The introduction of an annual bonus element
to the policy is proposed with a maximum opportunity of
with any PSP awards the total shall not exceed 350% of
salary in any one year. As I explain further below, there is no
bonus opportunity for the Executive Directors for FY25.
Annual bonus deferral: A two year bonus deferral
period is proposed for one-third of bonus awards for
newly appointed Executive Directors. For the incumbent
Executive Directors, it is proposed that the Committee
retains discretion to determine whether there should be
these Executive Directors, which under the concert party
agreement restricts their entitlement to share awards. The
proposed policy allows deferral into Foresight shares or
funds, noting that deferral in funds is not unusual in the
sector and provides strong alignment with our clients and
Shareholders. The Committee would consider the most
appropriate mechanism for deferral depending on all the
circumstances, for example the opportunity for the current
Executive Directors to defer into funds where they cannot
be granted share awards. Deferral would be made post-tax
the deferral is not forfeited on cessation of employment, but
clawback continues to apply.
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Changes to the Remuneration Policy continued
Performance Share Plan: Revisions to the PSP element of
Executive Directors currently waive their entitlement to
participate in the Company’s scheme, the revised policy
Directors with three year performance periods and
period until the earliest opportunity for sale of shares.
The proposed maximum opportunity of 200% of salary
Discretion to adjust formulaic outcome and operate
clawback and malus:
formulaic incentive outturn and the policy will include
market-aligned clawback and malus provisions.
Shareholding requirements: The in-service shareholding
requirement is increased to 200% of salary to align to
market practice. The post-employment requirement
remains at the lower of shares held on cessation and 150%
of salary for two years, to be met through shares acquired
from incentives.
The full policy is set out pages 94 to 102.
Implementation of policy for FY25
and any awards to Executive Directors will not exceed the
average percentage increase for the workforce.
Consistent with the approach since IPO the current Executive
Directors will waive their right to pension provisions.
The Committee has considered carefully during the year
the structure of an annual bonus award for the Executive
metrics. No annual bonus opportunity for the Executive
Directors is proposed for FY25. However, the Committee
Executive Directors in the annual bonus plan at some point
As already explained, the Executive Directors will not
participate in the PSP because of certain restrictions in
Shareholder engagement
I have reached out to our largest Shareholders to
seek feedback on our new policy and the proposed
implementation of the policy for the year ahead. To date,
we have not received any meeting requests and have
Wider employee context
management remuneration during the year and continue to
reviews the approach to broader workforce remuneration
Culture team and Alison Hutchinson, our designated Non-
Executive Director for employee engagement.
Conclusion
Our current policy was put in place at the 2021 AGM
Executive Directors had in the business following the IPO
provide a framework within which the current Executive
Directors’ remuneration can be aligned to the Company’s
business strategy whilst equipping it to recruit executive
talent for growth and succession. No changes are proposed
for FY25 to the current remuneration of the Executive
annual bonus at a future time during the new policy period.
our Shareholders and if you have any questions or would
like to provide feedback on our new policy or remuneration
more generally, I would be pleased to hear from you. You can
contact me through our Company Secretary.
On behalf of the Committee, thank you for reading this report
and we look forward to receiving your support at the AGM
on 2 August 2024 for our new Directors’ Remuneration Policy
and separately our report on remuneration (excluding our
new policy) as Shareholder Resolutions 3 and 2.
Mike Liston OBE
Chair of the Remuneration Committee
26 June 2024
Remuneration Committee report continued
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The Directors’ Remuneration Policy (the “policy”), set out
from the date it is approved, replacing the policy approved
The Remuneration Committee has decided, as a matter of
good corporate governance, to adhere to the requirements
practicable, although, as a Guernsey registered company,
reporting regulations require Shareholder approval of the
limit the power of the Committee so that it may only authorise
payments to Directors that are consistent with the policy
as approved by Shareholders. In that way the Company
considers the advisory vote of Shareholders on the policy
The policy applies to current Directors and future
appointments. It aligns with the wider market practice in
terms of Executive Director remuneration for a FTSE 250
listed entity and enables the business to contemplate
remuneration beyond that of the existing Executive Directors
who, due to their shareholdings at IPO, do not currently
participate in LTIPs, cash bonuses and pension contributions.
updated policy is more detailed, for example in respect of
the detail that was previously included about our workforce
remuneration policy. This is so our Shareholders can clearly
understand what is included in the Directors’ Remuneration
overview of our approach to workforce remuneration is
included. Set out below are the key changes that have been
made within this updated format.
can be provided to any Executive Director with a cap in
line with the provision for the workforce. It is noted that
the current Executive Directors do not at this time receive
pension provision as part of their remuneration package
and there are no proposals at this time to change this
approach.
Introducing an annual bonus element providing a policy
maximum opportunity of 200% of salary with total annual
bonus and Performance Share Plan (“PSP”) awards not
exceeding 350% of salary in any one year. There is no
bonus opportunity for the current Executive Directors for
FY25.
Introducing bonus deferral for newly appointed Executive
Directors of one-third of bonus earned for two years. For
the incumbent Executive Directors, the Committee has
discretion to determine whether there should be bonus
Directors and that because of restrictions put in place
as part of a concert party agreement on IPO they cannot
currently receive deferred share awards.
The policy enables deferral into Foresight shares or funds
and the Committee would consider the most appropriate
mechanism depending on all the circumstances, for
example the opportunity for the current Executive
Directors to defer into funds where they cannot increase
their shareholding. Deferral is made post-tax with
the deferral is not forfeited on cessation of employment,
but clawback continues to apply.
terms of participation, but reference to the all-employee
policy. This section now includes standard provisions
in terms of how PSP awards would be structured for
Executive Directors. There is a policy award maximum of
200% of salary with total annual bonus and PSP awards
not exceeding 350% of salary in any one year. The current
Executive Directors will not participate in the PSP because
of certain restrictions in the concert party agreement put
in place at IPO.
and detail of clawback and malus provisions has been
included.
The in-service shareholding requirement is increased
to 200% of salary to align to market practice. The
post-employment requirement remains at 150% of salary
for two years, to be met through shares acquired from
incentives.
Remuneration Committee report continued
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continued
Decision-making process for determination, review
and implementation of policy
The review of the policy is carried out by the Remuneration
Committee, in the absence of the Executive Directors, where
The Committee’s review process includes consideration of
how the current policy aligns to and supports the business
strategy, market practice, regulation and governance
developments as well as wider pay context, such as Group
reward arrangements. The Committee also considers the
guidelines of Shareholder representative bodies, proxy
agencies and investor expectations.
As part of a policy review, we will engage with our
Shareholders and this engagement will include the operation
of the policy for the year ahead. There will also be
engagement where no changes to policy are being made but
the policy.
Group reward arrangements, including base salary increases
and pension provision, are considered by the Committee
when determining and implementing the policy for the
Executive Directors.
The implementation of the policy is considered annually
by the Committee for the year ahead in light of the
arrangements are operated, metrics and target scales are
also reviewed and recalibrated as necessary based on a
number of internal and external reference points to ensure
that they remain appropriate.
In determining the policy and practices (including for the
Executive Chair), the Committee ensures the following are
addressed:
Clarity: remuneration arrangements should be transparent
the workforce
Simplicity: remuneration structures should avoid
complexity and their rationale and operation should be
easy to understand
Risk: remuneration arrangements should ensure
reputational and other risks from excessive rewards,
and behavioural risks that can arise from target-based
Predictability: the range of possible values of rewards to
individual Directors and any other limits or discretions
the policy
Proportionality: the link between individual rewards, the
delivery of strategy and the long-term performance of the
Company should be clear. Outcomes should not reward
poor performance
Alignment to culture: incentive schemes should drive
behaviours consistent with Company purpose, values and
strategy
Our remuneration approach
The policy explains the purpose and principles underlying
the structure of remuneration packages and how the policy
links remuneration to the achievement of sustained high
performance and long-term value creation.
The policy enables remuneration to be structured and
set at levels to enable Foresight to recruit and retain high
calibre executives necessary for business success whilst
Our reward structure, performance measures and mix
similar organisations
Rewards are aligned to the strategy and aims of
The approach is simple to communicate to participants
and Shareholders
Particular account is taken of structures used within FTSE
350 companies and other comparable organisations
The incentive structure for senior management does not
raise ESG risks by inadvertently motivating irresponsible
performance on ESG issues when setting and determining
Executive Directors’ remuneration
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Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Base salary
to attract and retain Executives with
appropriate experience and expertise.
The Committee will consider a number of factors
when setting and reviewing salaries, including:
Scope and responsibility of the role
Any changes to the scope or size of the role
Salary levels for similar roles within
appropriate comparators
There is no maximum to salary levels or salary increases. Account will be
taken of increases applied to the workforce as a whole when determining
salary increases for Executive Directors. However, the Committee retains
the discretion to award higher increases where it considers it appropriate.
N/A
Pension
Assists with provision for retirement
aligned to market practice.
Executive Directors may participate in pension
arrangements, or receive cash in lieu.
Maximum opportunity aligned to the Group’s wider workforce (currently a
matching scheme of up to 8% of base salary up to £125k).
N/A
and retain Executives with the
appropriate experience and expertise.
currently received by the Executive Directors:
Private medical insurance
N/A
Annual bonus
integral to the Group strategy.
Bonus deferral supports alignment
of longer-term interests with
Shareholders, clients and wider
stakeholders.
annually based on the achievement of strategic
goals.
At the end of the year, the Committee meets
to review performance against the agreed
variable remuneration limit (annual bonus and PSP) of 350% of salary.
No more than 20% of maximum is payable for delivering a threshold level
of performance, and no more than 50% is payable for delivering a target
level of performance (where the nature of the performance metric allows
such an approach).
For newly appointed Executive Directors, one-third of any bonus paid will
into shares or funds which the Executive is required to hold for at least
two years.
The Committee has discretion to determine whether the current
Executive Directors defer annual bonus taking into account their existing
shareholding in the Company and whether deferral can technically be
made taking into account any legal obligations and agreements that may
prevent investment into shares or funds.
operational, strategic and individual goals set
the formulaic outcome if the Committee
believes that such outcome is not in all the
circumstances fair and reasonable.
Malus and clawback applies to both the
cash and deferred element of the annual
bonus. This allows for subsequent reductions
if events come to light that, if known at the
time of the bonus determination, would have
decreased the bonus determination. See later
for further detail.
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Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
All-employee share plan
To align with Group employees’ reward
and to promote share ownership.
Operation for Executive Directors is aligned to
that of the wider workforce.
Participation will be capped by the HMRC limits applying to the
N/A
PSP
incentivise and reward longer-term
sustainable growth aligned with
Shareholder interests.
to achievement of performance conditions
measured over a three year period. PSP awards
may be made as conditional share awards or nil
cost options. Accrued dividends may be paid,
normally in shares, to the extent that awards vest.
The PSP individual annual award level cannot exceed 200% of base salary,
350% of salary. Threshold performance under each metric will result in no
more than 25% of that portion of the award vesting.
Executive Directors will be required to hold shares received pursuant to
from the date of grant to the earliest opportunity for the sale of shares,
the formulaic outcome if the Committee
believes that such outcome is not in all the
circumstances fair and reasonable.
Malus and clawback applies to both the cash
and deferred element of the annual bonus. This
allows for subsequent reductions if events come
to light that, if known at the time of the bonus
determination, would have decreased the bonus
determination. See later for further detail.
Purpose and link to strategy
Operation Maximum opportunity
To attract and retain Non-Executive
Directors of the highest calibre with
relevant commercial and other
experience.
The fees paid to the Non-Executive Directors are determined by the Board (excluding the Non-Executive Directors). Additional
fees are payable for acting as Senior Independent Director and as Chair of the Board’s Audit & Risk Committee, Remuneration
commitments).
The fee for a Non-Executive Chair of the Board is determined by the Committee and will be a single fee inclusive of all time
commitments.
The Company will reimburse any reasonable expenses incurred (and related tax if applicable).
required to perform their duties as members
Fee levels are set by reference to Non-Executive
Director fees at other FTSE companies of
similar size, sector and complexity.
Increases will generally be in line with
the increase in salaries for the rest of the
workforce, although higher increases may
continued
continued
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Exercise of discretion
As described in this policy, the Committee may exercise its
discretion to (i) determine the size of the annual bonus and
PSP awards; (ii) set the performance measures and targets
attaching to the annual bonus and PSP awards; (iii) amend
those performance measures and targets during a year if they
are no longer considered a fair measure of performance; (iv)
override the formulaic outcomes of performance measures
and targets (where applicable) to ensure that payments under
the business or of the employee concerned; (v) apply malus
in the event of a variation arising from a corporate event by
the Company; (vii) apply a holding period where appropriate;
(viii) act within the terms of the Exit Payment policy; and (ix)
act within the terms of the recruitment policy. Additionally,
the Committee may exercise its discretion in order to make
Directors’ awards in order to facilitate the administration of
the annual bonus, and PSP. Any and all decisions will be made
in compliance with the Company’s policies and in accordance
disclosed in the relevant Directors’ Remuneration Report.
Choice of performance measures
Performance metrics for incentives, weightings and
targets are considered annually for the year ahead. The
Remuneration Committee will select the most appropriate
performance measures for the annual bonus and PSP,
taking into account Company strategy and key performance
indicators. Targets are set taking into account the strategic
plan, the business plan, brokers’ forecasts and the market
environment. The Annual Report on Remuneration will set out
what and why performance measures are chosen each year.
Malus and clawback
Malus and clawback provisions will apply for two years from
the date of annual bonus determination and PSP vesting.
misstated, an error or inaccurate or misleading information
or assumptions which lead to an error in determining award
levels or assessing the performance conditions of a PSP
award, negligence or gross misconduct of an employee,
any circumstances which would have warranted summary
dismissal, in an event of corporate failure, failure of risk
management, fraud, a breach of the Code of Business
Conduct, or reputational damage.
Legacy matters
The Committee reserves the right to make any remuneration
payments where the terms of the payment were agreed (i)
prior to the Company’s IPO; or (ii) before the policy came
not a Director of the Company and, in the opinion of the
Committee, the payment was not in consideration for the
individual becoming a Director of the Company. Details of
any such payments will be set out in the Annual Report on
Remuneration as they arise.
Shareholder dialogue
The Committee is committed to ongoing dialogue with
Shareholders and welcomes feedback on Directors’
Shareholders and their representative bodies on changes
of policy. The Committee will also consider Shareholder
feedback on remuneration-related resolutions following
each year’s Annual General Meeting. This, along with any
additional feedback received (including on any updates to
Shareholders’ remuneration guidelines), will be considered
as part of our annual review of our Directors’ Remuneration
Policy and its implementation. The Committee also actively
monitors changes in the expectations of institutional investors
and considers good practice guidelines from institutional
Shareholders and Shareholder bodies.
Remuneration Committee report continued
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Strategic Report
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Financial Statements
Introduction
Remuneration Committee report continued
continued
Recruitment policy
Remuneration element
Policy
Salary
Salary would be provided at such a level as is required to attract and secure the most appropriate candidate while paying no more than is necessary.
Relocation
If an Executive Director needs to relocate in order to take up the role, the Company would pay to cover the costs of relocation including (but not limited to actual relocation costs, temporary
accommodation and travel expenses.
Buy-out awards
All buy-out awards will adhere to the applicable regulatory requirements.
For external appointments, the Committee may (if it is considered appropriate) provide a buy-out award in respect of any forfeited remuneration including outstanding incentive awards that
will be forfeited on cessation of a Director’s previous employment.
To the extent possible, the buy-out award will be made on a broadly like-for-like basis. The award will take into account the performance conditions attached to the vesting of the forfeited
incentives, the timing of vesting, the likelihood of vesting and the nature of the awards (cash or equity). Any such buy-out award may be granted under the LTIP or the provision available
PSP
Other elements
Internal appointment to
the Board
In addition, any existing awards will be honoured and form part of ongoing remuneration arrangements.
Fees will be in line with the Directors’ Remuneration Policy.
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continued
Exit payment policy
The treatment of the various elements of pay on termination is summarised below.
Remuneration element
Treatment
pension
asked to perform their normal duties during their notice period, or they may be put on garden leave. The Group may, at its sole discretion, terminate the contract immediately, at any
“Good leavers” will be eligible to receive an annual bonus at the usual time with performance measured at usual time. The annual bonus will normally be pro-rated for service during the
“Bad leavers” will normally not be eligible to receive an annual bonus.
period will be released at the normal time.
PSP
Other payments
Depending upon circumstances, the Committee may make other payments, for example to settle statutory entitlements, legal claims or potential legal claims, in respect of an unfair
dismissal award, outplacement support and assistance with legal fees.
Change of control
The extent to which unvested awards under the PSP will vest will be determined in accordance with the rules of the plan. The Committee will determine the level of vesting taking into
of the relevant corporate event.
Holding periods applying to shares owned under the bonus plan and vested PSP awards will normally cease to apply.
Share ownership guidelines
In accordance with good practice and further aligning Executive Directors with the long-term interests of the Company, Executive Directors are required to build or maintain a shareholding equivalent
to at least 200% of their annual base salary. On standing down as an Executive Director, they are required to retain a shareholding equivalent to the lower of shares held on standing down and 150%
shareholding requirement is met, Executive Directors will be required to retain 50% of the net of tax shares they receive under any variable remuneration arrangement.
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continued
Reappointment of Directors
At every AGM, each of the Directors on the Board will retire. A Director who retires at an Annual
General Meeting may be reappointed if they are willing to act as a Director.
Service Agreements and Letters of Appointment
Executive Directors
The Executive Directors each have service contracts with the details set out below:
Executive
Director
Date of
appointment
Date of current
contract
Company
individual
Unexpired period of
service contract
Bernard Fairman 24 February
2010
3 February
2021
12 months 12 months Rolling
Gary Fraser 3 February
2021
3 February
2021
six months six months Rolling
The table on the right details the letter of appointments for each Non-Executive Director.
Each Non-Executive Director has a three year appointment. Following the initial three year
period, each NED has the potential to be reappointed for an additional term. However,
Both the Company and the NEDs have the right to terminate the appointment by providing
one month’s written notice, or in accordance with the provisions outlined in the Articles of
Incorporation. In the event that a NED is not re-elected by the Shareholders, the Articles of
NEDs are only entitled to such fees as may have accrued to the date of termination, together
with reimbursement in the normal way of any expenses properly incurred prior to that date.
Date of
appointment
Date of current
letter of
appointment
Company
the individual
Alison Hutchison 3 February
2021
3 February
2021
One month One month
Mike Liston 3 February
2021
3 February
2021
One month One month
31 May
2015
3 February
2021
One month One month
Wider Group workforce
and retain them, considering their experience and expertise.
The Committee diligently assesses the continued suitability of broader workforce remuneration
the market landscape where the Group operates, ensuring the retention of exceptional talent.
with a share incentive plan (“SIP”) for all Group employees and PSP awards for more senior
employees.
The Group regards membership of its incentive plans as a key part of its reward strategy which
also aligns with the interests of employees and other stakeholders. Most employees receive
The Group strives to provide a comprehensive remuneration package that attracts, motivates
and retains top talent, empowering them to contribute to the Group’s ongoing success. The
Committee remains vigilant in its oversight, regularly reviewing and adapting these policies to
ensure their continued appropriateness and alignment with our strategic goals.
In addition, a number of ICG’s senior management team participate in a Management Incentive
Plan (“MIP”).
Remuneration Committee report continued
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Strategic Report
Governance
Financial Statements
Introduction
continued
Wider Group workforce continued
The charts below are intended to illustrate the potential remuneration opportunities for the
annual bonus plan and/or long-term incentives. The Executive Directors do not currently
scenarios.
£600k
£500k
£400k
£300k
£200k
£100k
£0k
LTIP with 50% Share price growth
LTIP
Annual bonus
Fixed pay
100%
£565k £565k £565k
£353k £353k £353k
Below target
Target Maximum
Executive Chairman CFO/COO
Below target Target Maximum
100% 100% 100% 100% 100%
Annual Report on Remuneration
2024 2023
Total earnings (£000)
Bernard
Fairman
Gary
Fraser
Bernard
Fairman
Gary
Fraser
Salary 550 350 550 220
1
15 3 12 3
Pension
2
— — — —
Short-term variable remuneration — — — —
Long-term variable remuneration — — — —
Total 565 353 562 223
565 353 562 223
Amount variable — — — —
1.
2.
scheme.
No share awards were made to the Executive Directors during the year.
The table below illustrates the current shareholdings of each Executive Director, based on the
closing share price on 31 March 2024 (£4.45).
Executive Director
Number of
shares
at year end
shareholding
at year end
In service
shareholding
requirement
(% of base salary)
Post employment
shareholding
requirement
(% of base salary)
% of
base salary
at year end
Bernard Fairman
1
32,324,699 £143,844,911 200% 150% 26,154%
Gary Fraser
2
4,413,365 £19,639,474 200% 150% 5,611%
1. Bernard Fairman holds his shares in the Company through Beau Port Investments Limited.
2. All held in the name of his wife, Susan Fraser.
Remuneration Committee report continued
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Strategic Report
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Financial Statements
Introduction
Remuneration Committee report continued
Annual Report on Remuneration continued
There have been no changes to shareholdings of the Executive Directors between the year end
and the date of this report.
CEO pay ratio
reporting regulations. However, as noted in the Chair’s annual statement, the Committee has
decided, as a matter of good corporate governance, to adhere to the requirements of the
voluntary disclosure of CEO pay ratios.
employees.
Year Chair
25th percentile
ratio
Median pay
ratio
75th percentile
ratio
FY24 Salary £000 550 54.8 93.2 148.2
Total pay and
565 54.8 93.2 148.2
FY24 Salary ratio 10.0 5.9 3.7
Total pay and
10.3 6.1 3.8
FY23 Salary ratio 11.3 6.0 3.8
Total pay and
11.5 6.1 3.9
FY22 Salary ratio 0.4 0.2 0.2
Total pay and
1
0.6 0.3 0.2
1.
respectively.
the reporting requirements and the methodology the Committee believes to be the most
the 25th percentile, at the median and at the 75th percentile. Employee pay data is based on
for FY23 and FY24 of our Executive Chairman, Bernard Fairman.
Gender pay gap
Our DE&I Strategy, Thrive, shows how we are supporting our female talent, having had 17
support our female population. In FY25, the gender pay gap will be reviewed as part of the
agenda of the Remuneration Committee, an important step in ensuring progress towards
FY24 FY23
1
% of men % of women % of men % of women
78 22 76 24
64 36 61 39
Lower middle quartile 54 46 62 38
Lower quartile 31 69 32 68
Mean gender pay gap 34% 30%
Median gender pay gap 40% 44%
1. The FY23 previously reported mean gender pay gap has been restated from 26% to 30% and the median gender pay gap has
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Financial Statements
Introduction
Annual Report on Remuneration continued
Relative spend on pay
The table and graph below show the amount of dividends, distributions and buybacks against
£m 31 March 2024 31 March 2023 % change
Total employee costs (£m) 59.4 48.1 23%
year (£m) 26.8 16.0 68%
Relative importance of spend on pay (£m)
0 10 20 30 40 50 60
Total employee costs
31-Mar-23
31-Mar-24
16.0
59.4
87%
48.1
26.8
Total Shareholder return performance
The graph below shows the value at 31 March 2024 of £100 invested in Foresight Group at
IPO, compared to £100 invested in the FTSE 250 Index (both with dividends re-invested). The
Group is a member of the FTSE 250 Index and this is therefore deemed to be the most relevant
benchmark to use.
Total Shareholder return
100
120
140
Foresight Group Holdings FTSE 250
80
Feb
2021
June
2021
Oct
2021
Feb
2022
June
2022
Oct
2022
Feb
2023
June
2023
Mar
2024
Oct
2024
(£)
Executive Chairman remuneration
The table below provides a summary of the Executive Chairman’s total remuneration for FY22-
FY24. FY21 is not included as the Company was only listed for a short period that year and the
would not be a useful comparison for readers of the accounts.
FY24 FY23 FY22
Total remuneration (£000) 565 562 30
1
Annual incentive (as a % of maximum) N/A N/A
Long-term incentive (as a % of maximum) N/A N/A
1. As disclosed in the pre-IPO Prospectus, a distribution was made in Bernard Fairman’s favour immediately pre-Admission, so for the
year ended 31 March 2022 it was agreed his base salary would be reduced to £20,000.
Remuneration Committee report continued
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Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
Annual Report on Remuneration continued
The annual NED fees are outlined below. A base fee is agreed, with additional fees payable for
chairing Board Committees and for the Senior Independent Director:
NED fee type Annual fee
Base fee for independent NEDs £50,000
Additional fee for chairing a sub-committee £5,000
Additional fee as Senior Independent Director £10,000
Additional fee for acting as NED of a licensed subsidiary £10,000
NEDs are not eligible to participate in any of the Group’s long-term incentive, bonus or pension
schemes. Detail regarding the fees paid to our NEDs is set out below.
NED
Fees for
year ended
31 March 2024
Fees for
year ended
31 March 2023
No. of
shares held
at year end
shareholding
at year end
2
Alison Hutchinson
(Senior Independent Director) £60,000 £60,000 5,952 £26,486
Mike Liston
(Chair of the Nomination and
Remuneration Committees) £60,000 £60,000 11,904 £52,973
(Chair of the Audit & Risk
Committee)
1
£65,000 £65,000 11,904 £52,973
1.
2. Based on closing share price of £4.45 on 31 March 2024.
Annual percentage change in the remuneration of the Directors and employees
in FY24 and FY23 for the Directors compared with the average Foresight employee. Previous
years are not shown as the remuneration packages pre-IPO (FY21 and earlier) were structured
of the accounts.
FY23 to FY24 FY22 to FY23
Salary
Annual
bonus Salary
Annual
bonus
Executive Directors
Bernard Fairman 0% 25% n/a 2,650%
1
20% n/a
Gary Fraser 59% 0% n/a 0% 50% n/a
Alison Hutchison 0% n/a n/a 0% n/a n/a
Mike Liston 0% n/a n/a 0% n/a n/a
0% n/a n/a 0% n/a n/a
Average pay based on
6% 27% -6% 6% 38% 12%
1. As disclosed in the pre-IPO Prospectus, a distribution was made in Bernard Fairman’s favour immediately pre-Admission, so for the
year ended 31 March 2022 it was agreed his base salary would be reduced to £20,000.
Payments to past Directors
There were no payments made to past Directors during the year.
AGM Shareholder voting
Resolution
Approval of the Directors’ Remuneration Report
(2023 AGM)
92,439,329
90.13%
10,120,457
9.87%
1,818
—
Approval of the Directors’ Remuneration Policy
(2021 AGM)
91,703,711
98.06%
1,814,094
1.94%
175
—
Mike Liston OBE
Chair of the Remuneration Committee
26 June 2024
Remuneration Committee report continued
105
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
The Company
The Company, Foresight Group Holdings Limited, is a limited
liability company incorporated in Guernsey and is listed on
the London Stock Exchange Main Market with a premium
listing. The Company’s shares may be traded through the
CREST system.
Compliance with the 2018 UK Corporate
Governance Code (the “Code”)
It is a requirement of Listing Rule 9.8.7R that, as an overseas
company with a premium listing, the Company must comply
with the Code, which is published by the Financial Reporting
Council, or explain in its Annual Report and Financial
Statements any areas of non-compliance. A copy of the Code
can be found at www.frc.org.uk. The Corporate Governance
Report on pages 71 to 80 signposts to the areas of this
Annual Report that show how the Company has applied the
principles and complied with the provisions of the Code
during the year. It also notes the Company’s three areas of
non-compliance.
Subsidiary undertakings and branches
The Company operates via its various subsidiary
globally. A list can be found on pages 195 to 197, which
provides the domicile of each undertaking at the date of
SE1 9SG, with registration number BR023882. Additionally,
certain of the Company’s subsidiary undertakings have
Forward-looking statements
statements, these are based on current expectations and
assumptions, and speak only as of the date they are made.
These statements should be treated with caution due to the
inherent risks, uncertainties and assumptions underlying any
such forward-looking information. The Company cautions
investors that a number of factors, including matters
referred to in this document, could cause actual results to
forward-looking statement. Neither the Group, nor any of its
assurance or guarantee of the occurrence of the events
expressed or implied in any forward-looking statements.
Other than in accordance with our legal and regulatory
obligations, the Group undertakes no obligation to publicly
update or revise any forward-looking statement, whether as
Relationship Agreement – controlling Shareholder
As at 31 March 2024, Beau Port Investments Limited (the
private company through which Bernard Fairman holds his
shares) held, together with its concert parties, 34.1% of the
Company’s issued share capital. Consequently, under the
Listing Rules, Bernard Fairman was, and continues to be, a
controlling Shareholder of the Company. Pursuant to Listing
Rule 9.8.4, the Company has entered into a relationship
agreement with Bernard Fairman, Beau Port Investments
Limited and the other parties deemed to be acting in
concert (the “Relationship Agreement”). Since the date of the
Relationship Agreement, the Company has complied with
the mandatory independence provisions in the Relationship
Agreement and, as far as the Company is aware, Bernard
Fairman, Beau Port Investments Limited and the other parties
to the Relationship Agreement have also complied.
Streamlined Energy & Carbon Reporting scheme
(“SECR” statement: greenhouse gas (“GHG”)
emissions and energy consumption disclosure
energy and carbon information for the FY24 reporting period:
Directors’ report
1. (https://assets.publishing.service.gov.uk/media/5de6acc4e5274a65dc12a33a/Env-reportingguidance_inc_SECR_31March.pdf)
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Strategic Report
Governance
Financial Statements
Introduction
Directors’ report continued
SECR disclosure
Metrics
Energy consumption used to calculate emissions Gas
Gas
Electricity
Electricity
Distance travelled of personal and rental cars 228637 km
Distance travelled of personal and rental cars 291936 km
Emissions from combustion of gas tCOe (Scope 1) 13.6 tCOe
7.1 tCOe
Emissions from combustion of fuel for transport purposes (Scope 1) 0 tCOe 0 tCOe
38.9 tCOe 50.5 tCOe
Emissions from purchased electricity (Scope 2, location-based) 158.3 tCOe 264.8 tCOe
Total gross CO 210,8 tCOe 322.4 tCOe
Intensity ratio: tCO
0.149 tCOe/£100,000 revenue 0.271 tCOe/£100,000 revenue
Methodology
combination of distance travelled and spend based data.
In the period covered by the report, Foresight has not undertaken any business wide action to reduce its energy intensity.
Foresight bought 1023 tCO
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Strategic Report
Governance
Financial Statements
Introduction
Financial, risk and operational matters
Results and dividends
The Consolidated Statement of Comprehensive Income is
set out on pages 125 and 126 and shows the results for
2024. An interim dividend of 6.7 pence per share (2023: 4.6
pence) was paid on 26 January 2024, giving a total dividend
Research and development
research and development.
Acquisitions and disposals
Acquisitions and disposals are detailed in note 32 to the
Principal activities, review of business and future
developments
The Group is principally involved in the investment and
equity investments and OEICs on behalf of both institutional
and retail investors using ESG-oriented strategies where
appropriate/required. The review of the business and
a summary of future developments are included in the
Executive Chairman’s statement on pages 2 and 3 and in
Principal risks and uncertainties
The Board has carried out a robust assessment of the
Group. These risks and uncertainties are explained in the
Risks section on pages 55 to 63.
Political expenditure
No donations of a political nature have been made during
Charitable donations
No donations of a charitable nature have been made during
taking a Charity Day as leave to undertake charitable work
was £5,159.
Going concern
After making enquiries, the Directors have formed a
statements, there is a reasonable expectation that the Group
has adequate resources to continue its operational existence
statements continue to be prepared under a going concern
basis. Details of the going concern basis adopted in preparing
on page 65.
Post balance sheet events
Details of the post balance sheet events are set out in note 36
Financial risk management
Directors’ report continued
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Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
The Directors’ powers are conferred on them by Guernsey
company law and by the Company’s Articles of Incorporation
(“Articles”).
Directors
The names and details of the Directors serving at the date of
this report are provided below and also on pages 69 and 70.
All the Directors served throughout the year:
Bernard Fairman, Executive Chairman
Gary Fraser, CFO/COO
Alison Hutchinson, Senior Independent NED
Mike Liston, NED
In accordance with the Company’s Articles, all Directors
will stand for re-election at the forthcoming Annual General
Meeting (“AGM”) of the Company. As noted in the Nomination
Committee report, the Board believes that it is in the best
interests of Shareholders that all Directors be re-elected.
liability insurance policy on behalf of the Directors,
indemnifying them in respect of certain liabilities that may
be incurred by them in connection with the activities of the
Company. This policy does not provide cover for fraudulent
or dishonest actions by the Directors. In addition, the
Company has entered into deeds of indemnity with each
year, and which provide a limited indemnity to each of the
Directors in respect of liabilities incurred as a result of their
directorships of the Company or any member of the Group.
Appointment and removal of Directors
Both the Company, by ordinary resolution, and the Directors
may elect any person to be a Director. The number of
Company’s Articles. Any person appointed by the Directors
on the occurrence of any of the events listed in Article 24.2
of the Company’s Articles. The Company may, in accordance
another person in their place.
Details of the Directors’ interests can be found in the
Remuneration Committee report on pages 91 to 105.
UK Listing Rule 9.8.4
Listing Rule 9.8.4 that have not been disclosed elsewhere in
this Report. Details of long-term incentive plans can be found
in the Remuneration Report on pages 91 to 105.
Securities Dealing Code
Company has adopted a Securities Dealing Code and
Securities Dealing Code Guidance (the “Code and Guidance”)
that sets out the Directors’ responsibilities for ensuring
compliance when dealing in the Company’s shares. The
named as insiders on the Group’s Insider Lists, including the
Company’s Directors, other PDMRs (persons discharging
managerial responsibility), external parties and certain
employees of the Group, and those documents are also
available to all employees via the Foresight Governance and
Compliance Library.
Directors’ report continued
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Financial Statements
Introduction
Relations with Shareholders
Shareholders, particularly the need for open communication on the Company’s strategy.
the Board. Other forms of communication typically include the Annual and Half-year Reports,
announcements released via the London Stock Exchange, the AGM and regular face-to-face
Chairman and the CFO to update Shareholders on strategy and the Group’s performance.
The Company also has an ongoing programme of individual ad hoc and regular meetings with
institutional Shareholders and analysts, including those related to the preliminary and half-year
results presentations and bi-annual trading updates.
As soon as practicable following the conclusion of any general meeting, the results of the
meeting are released through a regulatory news service and a copy of the announcement
placed in the FSG Shareholders section of the Group’s website: foresight.group.
For 2023, all resolutions were duly passed, but the proportion of votes against Resolution 7
to approve the reappointment of Mike Liston as a Director and Resolution 15 to approve the
Rule 9 waiver both exceeded 20%. As such, in accordance with the Code, on 6 March 2024,
the Company provided an update to Shareholders following the outcome of Resolutions 7 and
15 at the AGM held in 2023 (the “2023 AGM”). As noted in this update, that voting was in line
with recommendations published by certain proxy voting agencies, particularly in regard to
Resolution 15. Prior to the voting deadline and following engagement with those agencies, we
appreciated our engagement and understood our rationale for the proposed resolutions, the
Shareholders noted that the voting was in accordance with their respective corporate policy.
Company with valuable insight into our Shareholders’ voting approach and highlighted the
Shareholders, including dissenting Shareholders, to help address any concerns they may have.
Annual General Meeting
end of this report. A copy of the Notice of Meeting will be made available on the Company’s
registrar will provide proxies to each of the registered Shareholders and a blank copy will be
available on the Company’s website via the FSG Shareholders section. Details of CREST voting
are provided in the Notice of AGM, which will be circulated or published on the Company’s
website. Shareholders are welcome to submit questions for the Board to the Company
Secretary by 9.30am on 31 July 2024 either by email to companysecretary@foresightgroup.gg
People
Employment information – employment of people with disabilities
Our policies and processes are intended to be inclusive and comply with legislative
requirements such that they ensure that people with disabilities have equal opportunities when
applying for vacancies. The Group’s policies and approach to Diversity, Equity & Inclusion
ensures the fair treatment of all employees, whether or not disabled, ensuring that their
training and career development needs are carefully considered, taking account of special
requirements.
The Group’s inclusive approach also supports any employee who may become disabled
during the course of their employment. That support may be achieved through the provision
of training, re-training, re-deployment and/or other measures appropriate to the employee
concerned, to ensure the best opportunity for them to remain in the Group’s employment
where that is possible.
Engagement with employees
The Group is committed to engaging with its employees and has established various initiatives,
policies and forums in that regard. More detail of that engagement is provided in the
Stakeholders section on page 37.
Directors’ report continued
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Introduction
Shares/Share capital
Share capital
The Company’s capital structure and details of share movements during the year are shown
Shares (“Shares”) in issue of nil par value (comprised of 116,034,720 Shares with one vote each
and 236,492 Shares held in treasury, which are non-voting) (2023: 116,271,212 Shares).
Voting rights and entitlements
Shareholder rights and entitlements are as follows:
Shareholders are entitled to dividends and other distributions declared, made or paid on the
Ordinary Share capital of the Company
On a show of hands every Shareholder who is present in person shall have one vote.
Any Shareholder entitled to more than one vote need not cast all votes in the same way
Shareholders are entitled to participate in any surplus assets in a winding up in proportion
Substantial interests
At the Company’s year end, 31 March 2024, and as at the date of this Report, the following
were the only substantial holdings representing 5% or more of the Company’s issued share
as the Shares bought back by the Company are being held in treasury and whilst held as such,
do not carry voting rights.
Number
of Shares
% of issued
share capital
%
voting rights
Beau Port Investments Limited 32,324,699 27.80% 27.86%
Slater Investments Ltd. 6,000,000 5.16% 5.17%
Liontrust Asset Management plc 5,819,822 5.01% 5.02%
Ameriprise Financial Inc 5,808,041 5.00% 5.01%
Authority to allot Shares
At the 2023 AGM, the Shareholder authority granted to the Directors to issue Shares of up to
two-thirds of the issued Share capital was renewed. It is the Directors’ intention to seek the
renewal of this authority by Shareholder resolution which will be set out in the notice of the
forthcoming AGM (the “2024 AGM”).
Also at the 2023 AGM, the Shareholders renewed the authority granted to the Directors to allot
Shares without application of the pre-emption rights contained in Article 5.1 of the Company’s
Articles up to (i) approximately 10% of the Company’s issued Share capital on a general basis
with an additional authority of up to a maximum of approximately 2% of the Company’s
to be of a kind contemplated by paragraph 3 of section 2B of the Pre-Emption Group’s
Statement of Principles; published in 2022 (the “Statement of Principles”); and (ii) a further 10%
an additional authority of up to a maximum of 2% of the Company’s issued Share capital only
paragraph 3 of section 2B of the Statement of Principles, in each case until the conclusion of the
next AGM .
The Directors will also seek to renew these authorities by proposing a special resolution at the
2024 AGM.
Purchase, cancellation and holdings of own shares
At the 2023 AGM, the authority granted by the Shareholders to buy back up to 10% of its own
Shares by market purchase until the conclusion of the next AGM was renewed.
The Directors will seek to renew this authority at the 2024 AGM on the condition that this power will
During the year, 236,492 shares were purchased under that authority and are now held in treasury.
At the 2023 AGM, the Company also sought authority for a waiver of Rule 9 of the Takeover Code.
the entire issued Share capital of the Company. The Company will therefore seek to renew the Rule
9 waiver at the 2024 AGM.
Directors’ report continued
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Directors’ report continued
Restrictions on transfers of shares and/or voting rights
Holders of Shares (excluding those held in treasury) are entitled to attend and speak at general
meetings of the Company and to appoint one or more proxies or, if the Shareholder is a company,
one or more corporate representatives. Each Shareholder who is present in person or by proxy
or corporate representative shall have (i) one vote on a show of hands; and (ii) on a poll, one vote
for every Share of which they are a Shareholder, proxy or corporate representative.
The Company is not aware of any agreements between Shareholders that may result in
restrictions on the transfer of securities and/or voting rights and, except as described below,
there are no restrictions on the transfer of the Company’s Shares and/or voting rights:
Certain restrictions on transfers of shares may from time to time be imposed by, for example,
share dealing regulations. In certain situations, Directors and certain employees must seek the
Company’s approval to deal in its Shares
Shares carry no voting rights while they are held in treasury
by corporate representative or by proxy at a Shareholders’ meeting, or to exercise any other
Shareholder’s right in relation to Shareholders’ meetings, in respect of any Share for which
any call or other sum payable to the Company remains unpaid or if the Shareholder fails to
provide the Company with the required information concerning interests in those shares, within
the prescribed period after being served with a notice under the Company’s Articles
The Notice of AGM will provide voting deadlines for the forthcoming 2024 AGM that will be made
available to Shareholders on the Company’s website.
Share Incentive Plan
eligible employees are entitled to acquire Ordinary Shares in the Company. The SIP shares are
rights are exercised by the SIP Trustee on receipt of participants’ instructions. If a participant
does not submit an instruction to the SIP Trustee, no vote is registered. In addition, the SIP
Trustees do not vote on any unallocated shares held in trust. As at 31 March 2024, the SIP
Trustee held 0.44% (2023: 0.29%) of the Company’s issued share capital.
alter or terminate upon a change of control of the Company following a takeover.
Auditor
As at the date of this report, so far as each Director is aware, there is no relevant audit
Company’s Auditor is unaware, and each Director has taken all the steps that he or she ought
to have taken as a Director in order to make himself or herself aware of any relevant audit
information and to establish that the Company’s Auditor is aware of that information.
Independent auditor
By Order of the Board
Company Secretary
26 June 2024
PO Box 650
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
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Financial statements
Invest. Build.
Grow.
Responsibility statement of the Directors 114
Independent Auditor’s report 115
Consolidated Statement of Comprehensive Income 125
Consolidated Statement of Financial Position 127
Consolidated Statement of Changes in Equity 128
Consolidated Cash Flow Statement 129
Alternative performance measures 185
Related undertakings 195
Glossary 198
Corporate information 200
113
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Introduction
The Directors are responsible for preparing the Annual Report and Financial Statements
in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
Suitable accounting policies have been selected and applied
Judgements and estimates made have been reasonable, relevant and reliable
The Company and Group’s ability to continue as a going concern has been assessed and, as
applicable, matters relating to going concern have been disclosed
basis
The Strategic Report contains a fair review of the development and performance of the
business and the position of the Company and undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face
Each of the Directors considers that 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, performance, business model and strategy.
Company Secretary
26 June 2024
PO Box 650
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Responsibility Statement of the Directors
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have been properly prepared in accordance with International Financial Reporting Standards
have been properly prepared in accordance with the requirements of the Companies
(Guernsey) Law, 2008.
subsidiaries (the ‘Group’) for the year ended 31 March 2024 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and
Basis for opinion
Independence
2024.
other ethical responsibilities in accordance with these requirements. The non-audit services
prohibited by that standard were not provided to the Group or the Parent Company.
Conclusions relating to going concern
evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going
concern basis of accounting included:
31 March 2024 that support the Board’s assessment and conclusion with respect to the
Assessing the reasonableness of management’s assumptions with respect to the
Evaluating the reasonableness of management’s downside scenarios and the
assumptions used, considering the impact on the expected receipt of cash from revenue
streams and future expenditure as well as the likelihood of these scenarios occurring
Reviewing the highly stressed scenario prepared by management where revenues are not
forecast to increase from current levels to assess the available headroom and performed
our own further sensitivity analysis
the Group’s or Parent Company’s ability to continue as a going concern for a period of at least
Governance Code, we have nothing material to add or draw attention to in relation to the
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.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
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Introduction
Overview
Coverage
99% (2023: 92%) of Group revenue
98% (2023: 98%) of Group total assets
Key audit matters
2024 2023
Fraud in revenue recognition
Accounting for business
Impairment of goodwill and
intangibles
Materiality
£1,716,000 (2023:£1,550,000) based on 5% (2023: 5%) of Group
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including the Group’s system of internal control, and assessing the risks of material
of internal controls, including assessing whether there was evidence of bias by the Directors
that may have represented a risk of material misstatement. The Group consists of the Parent
Company (Foresight Group Holdings Limited), incorporated in Guernsey, and a number of
subsidiary undertakings. The Group audit engagement team carried out a full scope audit
balances and classes of transactions, as well as analytical procedures, based on their individual
Our involvement with component auditors
For the work performed by the component auditor, we determined the level of involvement
involvement with BDO Australia Limited included the following:
Submission of our group instructions outlining risks and approach
Directly reviewing the work performed by the component auditor on key balances
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s
Enquiries and challenge of management to understand the actions they have taken to
adequately disclose climate-related risks within the annual report
Our own qualitative risk assessment taking into consideration the sector in which the
Involvement of our internal expert technical team in evaluating climate risks and the
Review of the accuracy and consistency of Management disclosures included as ‘Other
Challenge of Management on the extent to which climate-related considerations, including
appropriate, in the Directors’ going concern and viability assessments; and
Review of the minutes of Board and Audit and Risk Committee meetings and other papers
related to climate change and performed a risk assessment as to how the impact of
statements and our audit
materially impacted by climate-related risks and related commitments.
Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Key audit matters
Key audit matter How the scope of our audit addressed the key audit matter
Fraud in revenue recognition
Note 4
Revenue is a key indicator in demonstrating
performance, therefore there is an
incentive to overstate revenue.
There is a risk that revenue may be misstated
as a result of complex calculations,
revenue, use of inappropriate accounting
policies or from an inappropriate use of
complexities around the calculations that
could give rise to management override.
For these reasons we considered revenue
recognition to be a key audit matter.
Management and Secretarial fees (83% of group revenue):
agreements to corroborate the basis of the fee and the fee rates used and recalculated the fees earned.
accounting policies for investments to determine whether they were appropriate
size of each fund’s fees and materiality to select periods for testing
internal process to determine the appropriateness of investment valuations
of movements were in line with our expectations and corroborated to external evidence where possible (such as RNS announcement and
external evidence regarding movements in asset valuations, including consulting with our internal valuation experts)
price (for example whether movements are in line with other listed infrastructure/PE funds or the funds own share price movements)
there were any indications of overall management bias
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Key audit matter How the scope of our audit addressed the key audit matter
Fraud in revenue recognition
Note 4 continued
Management and Secretarial fees (83% of group revenue): continued
drawdown notices
the annual RPI uplifts for accuracy using the details of the agreement and the RPI from the ONS
Inheritance Tax Solutions (ITS and AITS, together 19% of group revenue, included as a subset of management fees):
Additional further procedures have been performed in respect of ITS and AITS as noted below, in addition to the procedures outlined
supporting documentation, where relevant
For the ITS rebate we have obtained the agreement that is the basis for the rebate. On a sample basis we have tested the invested capital
Marketing fees (7% of group revenue)
For a sample of marketing fees we obtained investor application forms to evidence the investor commitments and recalculated the fee in
line with the prospectus
Performance Incentive Fees (3% of revenue):
Arrangement fees (4% of group revenue):
For a sample of arrangement fees, we obtained the relevant investment agreement or share purchase agreement and recalculated the
118
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Introduction
Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Key audit matter How the scope of our audit addressed the key audit matter
Fraud in revenue recognition
Note 4 continued
Management and Secretarial fees (83% of group revenue): continued
Directors’ fees (2% of group revenue):
Based on our procedures performed, we found the recognition of revenue to be appropriate with no evidence of management override
Accounting for business combinations
under IFRS 3
Note 32
Limited and its 100% owned subsidiary,
Associated with this acquisition are intangible
assets that need to be recognised upon
as well as the gain on bargain purchase
arising from this acquisition. There is a
in valuing intangibles of this nature.
The accounting treatment of this acquisition
under IFRS 3 is complex, as there are several
elements of the standard which will need
to be applied, especially in relation to the
and the recognition of consideration.
Based on this, the business combination
is deemed to be a key audit matter.
Obtained and documented our understanding of the acquisition, which included an evaluation to gain comfort over the commercial and
strategic rationale
independence and credentials of the expert before engaging BDO Specialists to assist with challenging the valuation methodology
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Key audit matter How the scope of our audit addressed the key audit matter
Impairment of goodwill and intangibles
(customer contracts)
Notes 15 and 32
There is a risk that the goodwill which has
arisen on acquisitions or and intangibles
(customer contracts) should be impaired. Due
carrying value of goodwill and intangibles,
could overstate the value of these
assets. Relevant indicators of impairment
or there could be manipulation of the
calculation of any impairment charge.
In respect of goodwill and intangible assets, we performed the following procedures:
Goodwill:
assessment
external market sources
Intangible assets (customer contracts):
assessment conclusion
where relevant
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Our application of materiality
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent
2024
£
2023
£
Materiality 1,716,000 1,550,000
Basis for determining
materiality
Rationale for the
benchmark applied
This was determined as the
most appropriate benchmark
is an important measure
statements in assessing the
performance of the Group.
This was determined as the
most appropriate benchmark
is an important measure
statements in assessing the
performance of the Group.
Performance materiality 1,200,000 1,090,000
Basis for determining
performance materiality
70% of materiality 70% of materiality
Rationale for the
percentage applied for
performance materiality
70% was determined based
on the risk assessment which
comprised, but was not
limited to, consideration of
the Parent Company being
previous audits; existence
areas subject to estimation
uncertainty and complexity;
overall control environment.
70% was determined based
on the risk assessment which
comprised, but was not limited
to, consideration of the Parent
Company being premium
estimation uncertainty and
complexity; and review of
the Group’s overall control
environment.
Component materiality
For the purposes of our Group audit opinion, we set materiality for the components of the
Group, which was based on a percentage of between 2% and 86% (2023: between 29%
and 92%) of Group materiality dependent on the size and our assessment of the risk of
material misstatement of that component. Component materiality was between £30,000 and
£1,475,000 (2023: range of between £456,000 to £1,430,000). In the audit of the component,
we further applied performance materiality levels of 70% (2023: 70%) of the component
materiality to our testing to ensure that the risk of errors exceeding component materiality
Reporting threshold
this threshold that, in our view, warranted reporting on qualitative grounds.
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Other information
The Directors are responsible for the other information. The other information comprises the
cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
or otherwise appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this gives rise to
performed, we conclude that there is a material misstatement of this other information, we
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
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
Going concern and
longer-term viability
The Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
The 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 65.
Other Code provisions
Directors’ statement on fair, balanced and understandable
set out on page 114;
assessment of the emerging and principal risks set out on
pages 55 to 63;
The section of the Annual Report that describes the review
systems set out on pages 55 to 63; and
The section describing the work of the Audit and Risk
Committee set out on pages 83 to 90.
Other Companies (Guernsey) Law, 2008 reporting
Law, 2008 requires us to report to you if, in our opinion:
Proper accounting records have not been kept by the Parent Company; or
knowledge and belief, are necessary for the purposes of our audit.
Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
Responsibilities of Directors
As explained more fully in the Responsibility Statement of the Directors the Directors are
give a true and fair view, and for such internal control as the Directors determine is necessary
whether due to fraud or error.
and the Parent Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations,
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
Our understanding of the Group and the industry in which it operates
Discussion with management and those charged with governance; and
Obtaining an understanding of the Group’s policies and procedures regarding compliance
with laws and regulations,
Our procedures in respect of the above included:
Discussions held with management, directors and the Audit & Risk Committee and review of
correspondence with regulators and review of minutes of Board meetings to assess how the
Group is complying with these laws and regulations
Review of correspondence with regulatory and tax authorities for any instances of
non-compliance with laws and regulations
Involvement of internal tax specialists in the audit; and
Review of legal expenditure accounts to identify any legal or regulatory matters
Fraud
fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known
Obtaining an understanding of the Group’s policies and procedures relating to:
Detecting and responding to the risks of fraud
Internal controls established to mitigate risks related to fraud
Review of minutes of meetings of those charged with governance for any known
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Independent Auditor’s report continued
To the members of Foresight Group Holdings Limited
continued
Fraud continued
Discussion amongst the engagement team as to how and where fraud might occur in the
Performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud
Considering remuneration incentive schemes and performance targets and the related
Based on our risk assessment, we considered the areas most susceptible to fraud to be
Our procedures in respect of the above included:
Incorporating an element of unpredictability into our procedures by testing a sample of
The procedures set out in the key audit matters section above, addressing the risk of fraud
in revenue recognition
net asset values of funds which drive management and secretarial fees (see procedures set
out in the key audit matters section above)
outside of the expected quarterly period end and assessing the reason for these
engagement team members, including component engagement teams, who were all deemed to
have appropriate competence and capabilities and remained alert to any indications of fraud
or non-compliance with laws and regulations throughout the audit. For component engagement
teams, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the
to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the further removed
A further description of our responsibilities is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with
Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so
that we might state to the Parent 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 Parent Company and the
Parent Company’s members, as a body, for our audit work, for this report, or for the opinions
we have formed.
Elizabeth Hooper (Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, UK
26 June 2024
number OC305127).
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Financial Statements
Introduction
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
| 31 March 2024 | 31 March 2023 | ||||||
| Before | Before | ||||||
| non-underlying | Non‑underlying | non-underlying | Non-underlying | ||||
| items | items | Total | items | Items | Total | ||
| Note | £000 | £000 | £000 | £000 | £000 | £000 | |
Revenue | 4 | ||||||
Cost of sales | ( | ( | ( | ( | |||
| Gross profit | |||||||
| Administrative expenses | 6 | ( | ( | ( | ( | ( | ( |
| Acquisition-related costs | 7 | ( | ( | ||||
| Operating profit | ( | ( | |||||
| Gain on business combination | 32 | ||||||
| Finance income | 11 | ||||||
| Finance expenses | 11 | ( | ( | ( | ( | ||
| Fair value gains on investments | 16 | ||||||
| Fair value gains on contingent consideration (incl. finance expense) | 24 | ||||||
| Profit on ordinary activities before taxation | ( | ( | |||||
| Tax on profit on ordinary activities | 12 | ( | ( | ( | ( | ||
| Profit for the period attributable to Ordinary Shareholders | ( | ( | |||||
| Other comprehensive income | |||||||
| Items that will or may be reclassified to profit or loss: | |||||||
| Translation differences on foreign subsidiaries | ( | ( | ( | ( | |||
| Total comprehensive income | ( | ( |
1
2
1
2
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| 31 March 2024 | 31 March 2023 | ||||||
| Before | Before | ||||||
| non-underlying | Non‑underlying | non-underlying | Non-underlying | ||||
| items | items | Total | items | Items | Total | ||
| Note | £000 | £000 | £000 | £000 | £000 | £000 | |
| Earnings per share attributable to Ordinary Shareholders | |||||||
| Profit or loss | |||||||
| Basic (pence) | 13 | ||||||
| Diluted (pence) | 13 | ||||||
| Basic before non-underlying items (pence) (non-IFRS measure) | 13 | ||||||
Diluted before non-underlying items (pence) (non-IFRS measure) | 13 |
1
2
1
2
The notes on pages 131 to 184 form part of this financial information.
1. Alternative performance measure. The Group has defined and explained the purpose of its alternative performance measures in note 2b.
2. See note 8 for an analysis of non-underlying items.
Consolidated Statement of Comprehensive Income continued
For the year ended 31 March 2024
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| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Note | £000 | £000 | |
| Non‑current assets | |||
Property, plant and equipment | 14 | ||
Right-of-use assets | 23 | ||
Intangible assets | 15 | ||
Investments at FVTPL | 16 | ||
Derivative assets | 17 | ||
Deferred tax asset | 26 | ||
Contract costs | 18 | ||
Trade and other receivables | 19 | ||
| Current assets | |||
Derivative assets | 17 | ||
Contract costs | 18 | ||
Trade and other receivables | 19 | ||
Cash and cash equivalents | 20 | ||
| Assets and liabilities of disposal group classified | 33 | ||
| as held for sale | |||
| Current liabilities | |||
Trade and other payables | 21 | ( | ( |
Loans and borrowings | 22 | ( | ( |
Lease liabilities | 23 | ( | ( |
Acquisition-related liabilities | 24 | ( | ( |
( | ( | ||
Net current assets |
Consolidated Statement of Financial Position
As at 31 March 2024
Note
| 31 March | 31 March | ||
| 2024 | 2023 | ||
| £000 | £000 | ||
| Non‑current liabilities | |||
Loans and borrowings | 22 | ( | ( |
Lease liabilities | 23 | ( | ( |
Acquisition-related liabilities | 24 | ( | ( |
Provisions | 25 | ( | ( |
Deferred tax liability | 26 | ( | ( |
( | ( | ||
Net assets | |||
| Equity | |||
Share capital | 28 | ||
Share premium | 28 | ||
Shares held in escrow reserve | 28 | ( | ( |
Own share reserve | 28 | ( | ( |
Treasury share reserve | 28 | ( | |
Share-based payment reserve | 28 | ||
Group reorganisation reserve | 28 | ||
Foreign exchange reserve | 28 | ( | ( |
Retained earnings | 28 | ||
Total equity |
The notes on pages 131 to 184 form part of this financial information.
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| Shares held | Share-based | Group | Foreign | ||||||||
| Share | Share | in escrow | Own share | Treasury share | payment | re-organisation | exchange | Retained | Total | ||
| capital | premium | reserve | reserve | reserve | reserve | reserve | reserve | earnings | equity | ||
| Note | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
At 1 April 2022 | ( | ||||||||||
Transfer | ( | ||||||||||
Profit for the period | |||||||||||
Other comprehensive income | ( | ( | |||||||||
| Contributions by and distributions to owners | |||||||||||
Premium on issue of shares | 28 | ||||||||||
Dividends | 29 | ( | ( | ||||||||
Shares held in escrow arising from acquisition | 32 | ( | ( | ||||||||
Purchase of own shares | 28 | ( | ( | ||||||||
Share-based payments | 28 | ||||||||||
Deferred tax | 26 | ||||||||||
At 31 March 2023 | ( | ( | ( | ||||||||
Profit for the period | |||||||||||
Other comprehensive income | ( | ( | |||||||||
| Contributions by and distributions to owners | |||||||||||
Dividends | 29 | ( | ( | ||||||||
Purchase of own shares | 28 | ( | ( | ( | |||||||
Share-based payments | 28 | ||||||||||
Deferred tax | 26 | ||||||||||
| Transfer on vesting of initial consideration shares | |||||||||||
issued for Infrastructure Capital acquisition | 28 | ( | |||||||||
At 31 March 2024 | ( | ( | ( | ( |
The notes on pages 131 to 184 form part of this financial information.
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
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| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Note | £000 | £000 | |
| Cash flows from operating activities | |||
Profit on ordinary activities before taxation | |||
| Adjustments for: | |||
Gain on business combination | ( | ||
Fair value gains on investments | 16 | ( | ( |
Finance expenses | 11 | ||
Finance income | 11 | ( | ( |
Fair value gains on contingent consideration (incl. finance expense) | 24 | ( | ( |
Share-based payment (including share-based staff costs – acquisitions) | 10 | ||
Staff costs – acquisitions (excluding share-based staff costs – acquisitions) | 8 | ||
Amortisation in relation to intangible assets (customer contracts) | 6 | ||
Depreciation and amortisation (excluding amortisation in relation to intangible assets (customer contracts)) | 6 | ||
Impairment of intangible assets (customer contracts) | 6 | ||
Loss/(profit) on disposal of tangible and intangible fixed assets | 6 | ( | |
Loss on disposal group classified as held for sale | |||
Foreign currency gains | ( | ( | |
Decrease in contract costs | |||
(Increase)/decrease in trade and other receivables | ( | ||
(Decrease)/increase in trade and other payables | ( | ||
Cash generated from operations | |||
Tax paid | ( | ( | |
Net cash from operating activities | |||
| Cash flows used in investing activities | |||
Acquisition of property, plant and equipment | 14 | ( | ( |
Acquisition of intangible assets | 15 | ( | ( |
Consolidated Cash Flow Statement
For the year ended 31 March 2024
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| 31 March | 31 March | ||
| 2024 | 2023 | ||
| Note | £000 | £000 | |
Acquisition of investments at FVTPL | 16 | ( | ( |
Proceeds on sale of investments at FVTPL | 16 | ||
Proceeds on disposal of property, plant and equipment | |||
Proceeds from derivative instruments | |||
Interest received | 11 | ||
Proceeds from disposal group classified as held for sale | |||
Contingent consideration paid | 24 | ( | |
Acquisition of Wellspring net of cash and cash equivalents acquired | 32 | ( | |
Acquisition of Infrastructure Capital net of cash and cash equivalents acquired | 32 | ( | |
Acquisition of Downing’s technology ventures business net of cash and cash equivalents acquired | 32 | ( | |
Net cash used in investing activities | ( | ( | |
| Cash flows used in financing activities | |||
Dividends and distributions to equity members | 29 | ( | ( |
FGLLP members’ capital contributions | 21 | ( | |
Purchase of own shares | 28 | ( | ( |
Purchase of treasury shares | 28 | ( | |
Principal paid on lease liabilities | 23 | ( | ( |
Interest paid on lease liabilities | 23 | ( | ( |
Principal paid on loan liabilities | 22 | ( | ( |
Interest paid on loan liabilities | 22 | ( | ( |
Other interest paid | 11 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period |
The notes on pages 131 to 184 form part of this financial information.
Consolidated Cash Flow Statement continued
For the year ended 31 March 2024
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2. Basis of preparation and other reporting matters
2a. Basis of preparation
The Company has taken advantage of the exemption in section 244 of the Companies
(Guernsey) Law, 2008 (as amended), not to present its own individual financial statements or
related notes.
The consolidated financial statements have been prepared on a historical cost basis, except
for investments, derivatives and acquisition-related liabilities that have been measured at
fair value.
2b. Alternative performance measures (“APMs”)
The Group has identified measures that it believes will assist the understanding of the
performance of the business. These APMs are not defined or specified under the requirements
of IFRS. The Group believes that these APMs, which are not considered to be a substitute for,
or superior to, IFRS measures, provide stakeholders with additional useful information on the
underlying trends, performance and position of the Group and are consistent with how business
performance is measured internally. The APMs are not defined by IFRS and therefore may not
be directly comparable with other companies’ APMs.
In line with previous periods, and for comparability, we continue to quote Core EBITDA pre-SBP
to assess the financial performance of the business. This measure was introduced as our key
performance measure because the Group believes this reflects the trading performance of the
underlying business, without distortion from the variability in the fair value measurement of the
share-based payments charge.
Notes to the financial statements
For the year ended 31 March 2024
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2. Basis of preparation and other reporting matters continued
2b. Alternative performance measures (“APMs”) continued
The Group also continues to report profit before non-underlying items as an APM, which
excludes non-underlying items from statutory measures. Non-underlying items are described
below (see note 2c). Consequently, the Group calculates earnings per share before
non-underlying items. As profit before non-underlying items include the benefits of major
business combinations but exclude significant costs (such as remuneration for post-combination
services, acquisition-related costs, fair value gains on contingent consideration and gain on
business combination), they may result in profit before non-underlying items being materially
higher or lower than profit after non-underlying items. Other alternative performance measures
include recurring revenues, dividend payout ratio and assets and funds under management
(“AUM”, “FUM”). The APMs are set out in the appendices to the financial statements on
pages 185 to 197, including explanations of how they are calculated and how they are
reconciled to a statutory measure where relevant.
2c. Non‑underlying items
The Group has chosen to present a measure of profit and earnings per share which excludes
certain items that are considered non-underlying and exceptional due to their size, nature or
incidence, and are not considered to be part of the normal operations of the Group. This is as
a result of the financial effect of non-underlying items relating to business combinations (more
specifically remuneration for post-combination services), acquisition-related costs, fair value
gains on contingent consideration and gain on business combination. In respect of remuneration
for post-combination services, these are deferred consideration payments to sellers that are
contingent on the recipients remaining employees of the Group which are exceptional due
to both their size and their nature. The Group believes that the separate disclosure of these
items provides additional useful information to users of the financial statements to enable
a better understanding of the Group’s underlying financial performance. Further details of
non-underlying items are provided in note 8. These non-underlying items are also excluded
from Core EBITDA pre-SBP.
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
2. Basis of preparation and other reporting matters continued
2d. Basis of consolidation continued
2e. Impact of sustainability and climate change on preparation of the financial statements
Climate change and sustainability risks have been considered and assessed in the preparation
of the consolidated financial statements for the year ended 31 March 2024. No material impact
has been identified on the estimates and judgements made, however.
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Notes to the financial statements continued
For the year ended 31 March 2024
3. Accounting policies continued
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Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
4. Revenue continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Management fees | 115,580 | 97,373 |
Secretarial fees | 3,152 | 2,719 |
Directors’ fees | 3,640 | 3,116 |
Recurring revenue | 122,372 | 103,208 |
Marketing fees | 9,931 | 6,129 |
Arrangement fees | 5,139 | 4,054 |
Performance incentive fees | 3,879 | 5,740 |
Other income | 5 | 24 |
141,326 | 119,155 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Timing of transfer of goods and services: | ||
Point in time | 18,954 | 15,947 |
Over time | 122,372 | 103,208 |
141,326 | 119,155 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| Contract | Contract | |
| liabilities | liabilities | |
| £000 | £000 | |
At beginning of period | (5,790) | (134) |
| Amounts included in contract liabilities that were recognised | ||
as revenue during the period | 5,790 | 134 |
| Cash received in advance of performance and not recognised | ||
as revenue during the period | (7,361) | (5,790) |
At end of period | (7,361) | (5,790) |
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Notes to the financial statements continued
For the year ended 31 March 2024
| Private Equity | FCM | Total | Infrastructure | Private Equity | FCM | Total | ||
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||
Revenue | 84,174 | 47,350 | 9,802 | 141,326 | 73,035 | 33,411 | 12,709 | 119,155 |
Cost of sales | (4,389) | (981) | (1,934) | (7,304) | (714) | (3,349) | (2,240) | (6,303) |
Gross profit | 79,785 | 46,369 | 7,868 | 134,022 | 72,321 | 30,062 | 10,469 | 112,852 |
Administrative expenses | (64,125) | (29,601) | (7,213) | (100,939) | (56,107) | (19,308) | (7,100) | (82,515) |
Acquisition-related costs | — | — | — | — | (415) | (3,295) | (11) | (3,721) |
Operating profit | 15,660 | 16,768 | 655 | 33,083 | 15,799 | 7,459 | 3,358 | 26,616 |
Non-operating items | 733 | 471 | 25 | 1,229 | 430 | 328 | (53) | 705 |
Profit on ordinary activities before taxation | 16,393 | 17,239 | 680 | 34,312 | 16,229 | 7,787 | 3,305 | 27,321 |
Translation differences on foreign subsidiaries | (1,679) | — | — | (1,679) | (2,720) | — | — | (2,720) |
Core EBITDA reconciling items (see appendices – note A5) | 20,378 | 5,382 | 904 | 26,664 | 16,811 | 8,149 | 597 | 25,557 |
Core EBITDA pre-SBP | 35,092 | 22,621 | 1,584 | 59,297 | 30,320 | 15,936 | 3,902 | 50,158 |
operating segment.
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5. Business segments continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
United Kingdom | 112,776 | 100,237 |
Australia | 18,442 | 11,010 |
Luxembourg | 6,303 | 5,414 |
Italy | 1,128 | 1,498 |
Spain | 746 | 602 |
Ireland | 1,931 | 394 |
141,326 | 119,155 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
United Kingdom | 33,246 | 32,523 |
Australia | 36,664 | 39,704 |
Luxembourg | 2,571 | 2,584 |
Italy | 685 | 1,353 |
Spain | 453 | 517 |
Ireland | 569 | — |
74,188 | 76,681 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Staff costs (see note 9) | 59,407 | 48,144 |
Staff costs – acquisitions (see note 9) | 11,947 | 12,667 |
| Amortisation in relation to intangible assets | ||
(customer contracts) (see note 15) | 3,211 | 2,414 |
| Depreciation and amortisation (excluding amortisation | ||
| in relation to intangible assets (customer contracts)) | ||
(see note 14, 15 and 23) | 3,227 | 2,800 |
| Impairment of intangible assets | ||
(customer contracts) (see note 15) | 2,895 | — |
Legal and professional | 5,908 | 5,288 |
| Other administration costs | 14,344 | 11,202 |
100,939 | 82,515 |
Notes to the financial statements continued
For the year ended 31 March 2024
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6. Administrative expenses continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Auditor’s remuneration | 641 | 621 |
Net foreign exchange losses/(gains) | 124 | (763) |
Low-value and short-term lease expenses | 49 | 95 |
Bad debt write-offs | — | 64 |
Loss/(profit) on disposal of fixed assets | 5 | (10) |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Audit services | ||
Statutory audit – Company | 114 | 136 |
– Subsidiaries | 397 | 323 |
Total audit services | 511 | 459 |
| Non‑audit services | ||
Regulatory assurance services | 22 | 16 |
Other assurance services | 85 | 146 |
Other services | 23 | — |
Total non-audit services | 130 | 162 |
Total audit and non-audit services | 641 | 621 |
Notes to the financial statements continued
For the year ended 31 March 2024
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8. Non‑underlying items
Items which are not considered part of the normal operations of the business, are non-recurring or are considered exceptional because of their size, nature or incidence, are treated as
non-underlying items and disclosed separately. Further details of non-underlying items are included in note 2c and in the Strategic Report on page 51.
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Administrative expenses (see note 6) | ||
Staff costs – acquisitions | 11,947 | 12,667 |
Other administration costs – foreign exchange | — | (782) |
11,947 | 11,885 | |
| Acquisition-related costs (see note 7) | ||
Legal and professional costs in respect of acquisition of Infrastructure Capital | — | 3,121 |
Legal and professional costs in respect of acquisition Downing’s technology ventures business | — | 452 |
Other legal and professional costs | — | 148 |
— | 3,721 | |
Fair value gains on contingent consideration (incl. finance expense) (see note 24) | (190) | (327) |
Gain on business combination (see note 32) | (16) | — |
Total non-underlying items | 11,741 | 15,279 |
Notes to the financial statements continued
For the year ended 31 March 2024
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8. Non‑underlying items continued
Breakdown of staff costs – acquisitions
The table below shows the breakdown of staff costs – acquisitions related to the deferred payments from the acquisition of Infrastructure Capital for the year ended 31 March 2024.
| 31 March 2024 | 31 March 2023 | |||||
| Cash settled | Share settled | Total | Cash settled | Share settled | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Initial share consideration | — | 11,066 | 11,066 | — | 8,741 | 8,741 |
Earn-out consideration | 1,093 | 564 | 1,657 | 1,480 | 374 | 1,854 |
Revenue earn-out consideration | (306) | — | (306) | 288 | — | 288 |
Performance consideration | (360) | (110) | (470) | 735 | 399 | 1,134 |
427 | 11,520 | 11,947 | 2,503 | 9,514 | 12,017 |
For the year ended 31 March 2023, further bonuses of £246,000 and £404,000 were recognised for payments to staff who were involved in the acquisitions of Infrastructure Capital and Downing’s
technology ventures business respectively. The costs have been reported as staff costs – acquisitions within administrative expenses above.
The decrease in cash-settled deferred payments of the revenue earn-out and performance considerations is due to the change in the expected payout of the earn-outs at 31 March 2024.
See note 10 and note 24.
Notes to the financial statements continued
For the year ended 31 March 2024
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9. Staff costs and Directors’ remuneration
The average number of employees was:
| 31 March | 31 March | |
| 2024 | 2023 | |
| Number | Number | |
Operations | 207 | 172 |
Sales and Marketing | 54 | 56 |
Administration | 121 | 86 |
382 | 314 |
Their aggregate remuneration comprised:
| 31 March 2024 | 31 March 2023 | |||||
| Staff costs – | Staff costs – | |||||
| Staff costs | acquisitions | Total | Staff costs | acquisitions | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Wages and salaries | 45,649 | — | 45,649 | 39,596 | 586 | 40,182 |
Social security costs | 4,876 | — | 4,876 | 3,981 | 64 | 4,045 |
Pension costs | 1,950 | — | 1,950 | 1,245 | — | 1,245 |
Redundancy payments | 1,615 | — | 1,615 | — | — | — |
| Other staff costs | 3,107 | 427 | 3,534 | 2,177 | 2,503 | 4,680 |
57,197 | 427 | 57,624 | 46,999 | 3,153 | 50,152 | |
Share-based payments (see note 10) | 2,210 | 11,520 | 13,730 | 1,145 | 9,514 | 10,659 |
Total staff costs | 59,407 | 11,947 | 71,354 | 48,144 | 12,667 | 60,811 |
1
1. Other staff costs mainly relate to healthcare insurance, long service leave, recruitment, sub-contractors and staff advances expensed.
Details regarding the total remuneration paid to Directors is disclosed in the Remuneration Committee report (see pages 91 to 105).
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
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10. Share-based payments continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Included in staff costs (note 6) | ||
Performance Share Plan (equity-settled) | 1,818 | 840 |
UK Share Incentive Plan (equity-settled) | 337 | 239 |
Overseas Phantom Share Plan (cash-settled) | 55 | 66 |
2,210 | 1,145 | |
| Included in staff costs – acquisitions (note 6) | ||
| Infrastructure Capital – post-combination services | ||
(see note 32) (equity settled) | 11,520 | 9,514 |
13,730 | 10,659 |
The classification of share-based payments above is as follows:
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Equity-settled | 13,675 | 10,593 |
Cash-settled | 55 | 66 |
13,730 | 10,659 |
Performance Share Plan
The Remuneration Committee approved the implementation of the Performance Share Plan
(“PSP”) following the IPO. Options are granted under the plan for no consideration, carry no
dividend or voting rights and are linked to an absolute total shareholder return (“TSR”) of 6%
compound growth per annum over a three-year period. The absolute TSR condition vests over
a range from 0% to 6% compounded over a three-year period.
The exercise price is £nil. The Group is allowed to issue new shares to satisfy the share
schemes which must not exceed 10% of the issued share capital in any rolling ten-year period.
The Group’s position against the dilution limits at 31 March 2024 since Admission was 3%
(2023: 2%).
Details of movements in the number of shares are as follows:
| 31 March 2024 | 31 March 2023 | |||
| Average | Average | |||
| exercise | exercise | |||
| Number of | price per | Number of | price per | |
| shares | share option | shares | share option | |
| granted | £ | granted | £ | |
At the beginning of period | 2,359,530 | — | 1,071,830 | — |
Granted | 1,162,311 | — | 1,316,700 | — |
Vested | — | — | — | — |
Extinguished | (42,250) | — | (29,000) | — |
| Awards outstanding at end | ||||
of period | 3,479,591 | — | 2,359,530 | — |
No options expired during the periods covered by the above table.
Notes to the financial statements continued
For the year ended 31 March 2024
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10. Share-based payments continued
Performance Share Plan continued
Share options outstanding at the end of the year have the following expiry dates and
exercise prices:
| Share options | Share options | |||
| Exercise | 31 March | 31 March | ||
| Expiry date | price | 2024 | 2023 | |
4 September 2021 (FY22 Grant) | 31 July 2024 | — | 1,039,330 | 1,042,830 |
9 August 2022 (FY23 Grant) | 31 July 2025 | — | 1,289,200 | 1,316,700 |
10 August 2023 (FY24 Grant) | 31 July 2026 | — | 1,151,061 | — |
3,479,591 | 2,359,530 | |||
| Weighted average remaining | ||||
| contractual life of options | ||||
outstanding at end of period | 1.37 years | 1.89 years |
Fair value of options granted
The assumptions used in the Monte-Carlo simulation for the FY24 Grant were as follows:
ș Starting share price of 452.60 pence (FY23 Grant: 419.85 pence) (the share price of the
Company on the date of the grant)
ș Annual volatility of 40% (FY23 Grant: 40%) (based on volatility of share price from IPO to
grant date)
ș Vesting period of three years (FY23 Grant: three years)
ș Holding period of two years (FY23 Grant: two years) with associated 20% (FY23 Grant: 20%)
deduction for lack of marketability (based on empirical studies)
ș Exercise price of 0 pence (FY23 Grant: 0 pence)
ș Risk-free rate of 4% (FY23 Grant: 2%) per annum which has been used as a discount factor
(based on government bond yields)
ș Annual dividend of 20.1 pence (FY23 Grant: 14.0 pence) per annum
The simulation based on these assumptions resulted in a fair value of 161.8 pence (FY23 Grant:
169.7 pence) per option.
Share Incentive Plan
Under the Foresight Share Incentive Plan (“SIP”), for each one Partnership Share that a UK
employee buys, Foresight offers two free matching shares. In each tax year, employees can
buy up to £1,800 or 10% of salary (whichever is lower) of Partnership Shares from their pre-tax
salary. If an employee leaves the Group, any matching shares held for less than three years will
be withdrawn, i.e. the vesting period of the matching shares is three years with the performance
condition of continuous service. The SIP shares are held in trust by the SIP Trustee. Voting rights
are exercised by the SIP Trustee on receipt of participants’ instructions.
As the SIP options have a zero strike price and the participant is entitled to dividends (with the
dividend cash received into the trust used to purchase additional shares) during the vesting
period, the fair value of the award is indistinguishable from the share price. Therefore, the share
price on the award date is used when calculating the share-based payment expense.
The movement in matching shares purchased under this scheme during the year was as follows:
| 31 March | 31 March | |
| 2024 | 2023 | |
| Number of | Number of | |
| shares | shares | |
| purchased | purchased | |
At the beginning of period | 218,494 | 152,769 |
Movement | 72,598 | 65,725 |
At end of period | 291,092 | 218,494 |
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
10. Share-based payments continued
Overseas Phantom Share Plan
During the year ended 31 March 2023, the Group launched the Overseas Phantom Share Plan
(the “Plan”) which was introduced to create a plan similar to the UK Share Incentive Plan for
non-UK employees. All non-UK employees may participate except those who participate in the
Performance Share Plan. The Plan is a cash-bonus scheme whereby each non-UK employee is
granted a number of notional share options replicating the terms of the UK SIP.
The movement in notional matching shares awarded under this scheme during the year was
as follows:
| 31 March | 31 March | |
| 2024 | 2023 | |
| Number of | Number of | |
| shares | shares | |
| purchased | purchased | |
At the beginning of period | 36,368 | — |
Granted | 7,266 | 36,368 |
Vested | (8,046) | — |
Extinguished | (9,626) | — |
At end of period | 25,962 | 36,368 |
Infrastructure Capital – post-combination services (see note 32)
Payments of the initial share consideration arising from the acquisition of Infrastructure Capital
require the sellers to remain either employed or contracted to the Group during the next three
years, with 100% of a seller’s shares being forfeited if this occurs prior to 30 September 2023,
66.66% from 30 September 2023 to 29 September 2024 and 33.33% from 30 September 2024
to 29 September 2025. Forfeiture does not apply to good leavers, of which there was one
during the year ended 31 March 2024. The movement in the initial share consideration during
the year is a result of the good leaver and 33.33% of the shares which are no longer subject to
forfeiture. The initial share consideration is accounted for as remuneration for post-combination
services. Where the consideration is paid in shares, these are accounted for as equity-settled
share-based payments under IFRS 2. Further explanation of the consideration is contained in
note 32.
The expiry dates of shares issued under this arrangement are as follows:
1
| Share options | Share options | |||
| Exercise | 31 March | 31 March | ||
| Expiry date | price | 2024 | 2023 | |
8 September 2022 | 30 September 2023 | — | — | 2,276,784 |
8 September 2022 | 30 September 2024 | — | 2,088,924 | 2,276,784 |
8 September 2022 | 30 September 2025 | — | 2,088,924 | 2,276,784 |
4,177,848 | 6,830,352 | |||
| Weighted average remaining | ||||
| contractual life of options | ||||
outstanding at end of period | 1 year | 1.5 years |
1. Exercise price not applicable as shares have already been issued.
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| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Current tax | ||
UK corporation tax | 6,473 | 3,260 |
Foreign taxation | 2,240 | 1,708 |
Adjustments in respect of prior periods | (105) | — |
Adjustments in respect of prior periods (foreign tax) | (193) | — |
Total current tax charge | 8,415 | 4,968 |
| Deferred tax | ||
Origination and reversal of temporary differences | (537) | (1,272) |
Total deferred tax | (537) | (1,272) |
Tax on profit on ordinary activities | 7,878 | 3,696 |
Notes to the financial statements continued
For the year ended 31 March 2024
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12. Taxation continued
The effective tax rate has varied through the historical period, and is explained as:
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Profit for the year | 26,434 | 23,625 |
Add back total tax | 7,878 | 3,696 |
Profit before all tax | 34,312 | 27,321 |
Profit before tax at 25% (2023: 19%) | 8,578 | 5,191 |
Profits not assessable to corporation tax | (622) | (410) |
Profit share allocation from partnership funds | 538 | 120 |
Unrecognised deferred tax | (48) | (328) |
Adjustments to previous periods | 92 | — |
Differences on overseas tax rate | (5,150) | (4,368) |
Expenses not deductible for tax purposes | 1,062 | 1,082 |
Other – share-based payments | 311 | 126 |
Staff costs – acquisitions | 2,952 | 2,283 |
Thin Cap adjustment | 169 | — |
Gain on business combination | (4) | — |
Total tax charge | 7,878 | 3,696 |
The Company is resident for taxation purposes in Guernsey and its income is subject to
corporation tax in Guernsey, presently at a rate of 0% per annum. The tax reconciliation for
the Group has been prepared using the current UK corporation tax rate of 25% (2023: 19%),
as most of the Group’s trading activities are carried out in the UK.
13. Earnings per share
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Earnings | ||
| Profit for the period for purpose of basic and diluted earnings | ||
per share | 26,434 | 23,625 |
Non-underlying items (see note 8) | 11,741 | 15,279 |
Profit before non-underlying items for the period for purpose of basic and diluted earnings per share before non-underlying items | 38,175 | 38,904 |
Notes to the financial statements continued
For the year ended 31 March 2024
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13. Earnings per share continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| ‘000 | ‘000 | |
| Number of shares | ||
Weighted average number of shares in issue during the period | 116,271 | 112,770 |
Less time-apportioned own shares held | (239) | (193) |
Less time-apportioned treasury shares held | (54) | — |
| Weighted average number of Ordinary Shares for the purpose | ||
of basic earnings per share | 115,978 | 112,577 |
| Add back weighted average number of dilutive potential shares | ||
Performance Share Plan | 3,091 | 1,727 |
| Weighted average number of Ordinary Shares for the purpose | ||
of diluted earnings per share | 119,069 | 114,304 |
Weighted average number of Ordinary Shares for the purpose of diluted earnings per
share does not include the impact of contingent shares to be issued for both the earn-out
consideration and performance consideration arising from the Infrastructure Capital acquisition
(see note 32) as the amount of shares potentially to be issued is not currently known.
| 31 March | 31 March | |
| 2024 | 2023 | |
| pence | pence | |
| Earnings per share | ||
Basic | 22.8 | 21.0 |
Diluted | 22.2 | 20.7 |
Basic before non-underlying items | 32.9 | 34.6 |
Diluted before non-underlying items | 32.1 | 34.0 |
Earnings per share before non-underlying items is calculated in the same way as earnings per
share, but by reference to non-underlying items attributable to Shareholders.
14. Property, plant and equipment
Notes to the financial statements continued
For the year ended 31 March 2024
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14. Property, plant and equipment continued
31 March 2024 | 31 March 2023 | |||||||
| Fixtures, | Short | Fixtures, | Short | |||||
| fittings and | leasehold | Motor | fittings and | leasehold | Motor | |||
| equipment | property | vehicles | Total | equipment | property | vehicles | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Cost | ||||||||
At beginning of period | 917 | 5,690 | — | 6,607 | 454 | 5,474 | 15 | 5,943 |
Additions | 352 | 438 | — | 790 | 413 | 206 | — | 619 |
Business combinations (see note 32) | — | — | — | — | 73 | — | — | 73 |
Foreign exchange movement | (9) | (6) | — | (15) | 26 | 10 | — | 36 |
Disposals | (7) | — | — | (7) | (49) | — | (15) | (64) |
At end of period | 1,253 | 6,122 | — | 7,375 | 917 | 5,690 | — | 6,607 |
| Depreciation | ||||||||
At beginning of period | 381 | 3,704 | — | 4,085 | 173 | 3,106 | 8 | 3,287 |
Depreciation charge for the year | 357 | 619 | — | 976 | 249 | 594 | 2 | 845 |
Disposals | (2) | — | — | (2) | (35) | — | (10) | (45) |
Foreign exchange movement | (9) | (5) | — | (14) | (6) | 4 | — | (2) |
At end of period | 727 | 4,318 | — | 5,045 | 381 | 3,704 | — | 4,085 |
Net book value at end of period | 526 | 1,804 | — | 2,330 | 536 | 1,986 | — | 2,522 |
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
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15. Intangible assets continued
Notes to the financial statements continued
For the year ended 31 March 2024
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15. Intangible assets continued
31 March 2024 | 31 March 2023 | |||||||
| Computer | Customer | Computer | Customer | |||||
| software | contracts | Goodwill | Total | software | contracts | Goodwill | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Cost | ||||||||
At beginning of period | 663 | 47,035 | 18,426 | 66,124 | 650 | 4,558 | — | 5,208 |
Additions | 5 | — | — | 5 | 13 | — | — | 13 |
Business combinations (see note 32) | — | 6,422 | — | 6,422 | — | 44,798 | 19,404 | 64,202 |
Foreign exchange movement | — | (1,317) | (554) | (1,871) | — | (2,321) | (978) | (3,299) |
At end of period | 668 | 52,140 | 17,872 | 70,680 | 663 | 47,035 | 18,426 | 66,124 |
| Amortisation/impairment | ||||||||
At beginning of period | 477 | 2,736 | — | 3,213 | 394 | 383 | — | 777 |
Charge for the year | 51 | 3,211 | — | 3,262 | 83 | 2,414 | — | 2,497 |
Impairment | — | 2,895 | — | 2,895 | — | — | — | — |
Foreign exchange movement | — | (54) | — | (54) | — | (61) | — | (61) |
At end of period | 528 | 8,788 | — | 9,316 | 477 | 2,736 | — | 3,213 |
Net book value at end of period | 140 | 43,352 | 17,872 | 61,364 | 186 | 44,299 | 18,426 | 62,911 |
Notes to the financial statements continued
For the year ended 31 March 2024
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15. Intangible assets continued
| Remaining | Carrying | |
| amortisation | value | |
| period | £000 | |
Acquisition of Infrastructure Capital (see note 32) | 18.4 years | 24,785 |
| Acquisition of Downing’s technology ventures business (see note 32) | 13.3 years | 9,689 |
Acquisition of PiP Manager Limited | 16.4 years | 2,357 |
Acquisition of FV Solar Lab S.R.L. | 0.6 years | 351 |
| Acquisition of Wellspring (see note 32) | 18.9 years | 6,170 |
| 43,352 |
| Downing’s | ||
| technology | ||
| ventures | Infrastructure | |
| business | Capital | |
| Post-tax discount rate | 14.8% | 13.3% |
| Useful life | 13.3 years | 18.4 years |
| Average revenue growth rate | 5% | 5% |
Long-term growth rate | 2% | 2% |
1. Using a pre-tax discount rate of 21.9% (Downing) and 20.9% (Infrastructure Capital) on pre-tax cash flows does not produce a materially different result. |
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
15. Intangible assets continued
Customer contracts continued
| Downing’s | ||
| technology | ||
| ventures | Infrastructure | |
| business | Capital | |
| Impact on | Impact on | |
| Statement of | Statement of | |
| Comprehensive | Comprehensive | |
| Income | Income | |
| £000 | £000 | |
| Impact of a change in discount rate assumptions: | ||
+ 1% | (432) | (151) |
- 1% | 466 | — |
| Impact of a change in revenue growth rate assumptions: | ||
+ 5% | 617 | — |
- 5% | (1,481) | — |
| 31 March | |
| 2024 | |
| £000 | |
Acquisition of Infrastructure Capital (see note 32) | 11,335 |
| Acquisition of Downing’s technology ventures business (see note 32) | 6,537 |
| 17,872 |
| Infrastructure | Private Equity | |
| CGUs | CGUs | |
| Post-tax discount rate | 12.3% | 13.0% |
| Terminal growth rate | 2% | 2% |
Average EBITDA margin | 51.1% | 45.2% |
1. Using a pre-tax discount rate of 15.8% (Infrastructure) and 17.0% (Private Equity) on pre-tax cash flows does not produce a materially different result. |
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Notes to the financial statements continued
For the year ended 31 March 2024
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | 3,967 | 2,781 |
Additions | 869 | 1,310 |
Fair value movements | 278 | 349 |
Sales proceeds | (388) | (473) |
At end of period | 4,726 | 3,967 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Derivative assets arising from forward currency contracts, of which: | 473 | 648 |
Non-current assets | — | 245 |
Current assets | 473 | 403 |
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Notes to the financial statements continued
For the year ended 31 March 2024
18. Contract costs
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Incremental placement agency fees, of which: | 3,375 | 3,965 |
Non-current assets | 2,777 | 3,435 |
Current assets | 598 | 530 |
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Notes to the financial statements continued
For the year ended 31 March 2024
19. Trade and other receivables continued
Accounting policy: continued
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Trade receivables | 17,808 | 12,956 |
Other receivables | 6,010 | 3,411 |
Prepayments | 3,850 | 3,080 |
Staff advances | 1,060 | 2,295 |
28,728 | 21,742 | |
| Less non-current assets: | ||
Trade receivables | 822 | 1,044 |
Staff advances | 420 | 1,555 |
1,242 | 2,599 | |
| Current assets: | ||
Trade receivables | 16,986 | 11,912 |
Other receivables | 6,010 | 3,411 |
Prepayments | 3,850 | 3,080 |
Staff advances | 640 | 740 |
27,486 | 19,143 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Current | 14,139 | 10,932 |
| Overdue | ||
< 30 days | 27 | 40 |
30-60 days | 322 | 248 |
60-90 days | 105 | 300 |
> 90 days | 3,215 | 1,436 |
17,808 | 12,956 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | 61 | 213 |
Written off during the period as uncollectible | — | (216) |
Increase during the period | — | 64 |
At end of period | 61 | 61 |
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Notes to the financial statements continued
For the year ended 31 March 2024
20. Cash and cash equivalents
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Cash at banks and on hand | 32,357 | 39,761 |
Short-term deposits | 12,647 | — |
Cash and cash equivalents | 45,004 | 39,761 |
Cash and cash equivalents per Cash Flow Statement | 45,004 | 39,761 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Current liabilities: | ||
Trade payables | 1,582 | 1,945 |
Accruals | 16,472 | 17,504 |
Deferred income | 7,361 | 5,790 |
Other payables | 3,228 | 3,993 |
VAT and PAYE | 3,522 | 2,876 |
Corporation tax | 4,892 | 1,559 |
Partnership capital contributions | 971 | 1,715 |
38,028 | 35,382 |
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22. Loans and borrowings
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Loans and borrowings, of which: | 509 | 3,131 |
Non-current liabilities | 388 | 485 |
Current liabilities | 121 | 2,646 |
| 31 March | ||||
| 2024 | ||||
| Nominal | Carrying | |||
| interest | Year of | amount | ||
| Currency | rate | maturity | £000 | |
Unsecured loan | GBP | Base rate + 2% | 2027 | 509 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | 3,131 | 3,690 |
Interest | 53 | 139 |
Repayment – principal | (2,545) | (606) |
Repayment – interest | (130) | (92) |
At end of period | 509 | 3,131 |
Notes to the financial statements continued
For the year ended 31 March 2024
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Notes to the financial statements continued
For the year ended 31 March 2024
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Right-of-use asset | ||
At beginning of period | 7,281 | 8,260 |
Additions | 648 | 706 |
Business combination (see note 32) | — | 560 |
Lease modifications | 48 | — |
Adjustment to dilapidations (see note 25) | — | (334) |
Depreciation | (2,200) | (1,872) |
Foreign exchange movement | (9) | (39) |
At end of period | 5,768 | 7,281 |
| Lease liability | ||
At beginning of period | 9,251 | 10,408 |
Additions | 648 | 722 |
Business combination (see note 32) | — | 619 |
Lease payment | (3,132) | (2,963) |
Interest | 463 | 512 |
Foreign exchange movement | 32 | (47) |
At end of period | 7,262 | 9,251 |
Current | 2,897 | 2,562 |
Non-current | 4,365 | 6,689 |
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Notes to the financial statements continued
For the year ended 31 March 2024
23. Lease liabilities and right-of-use assets continued
31 March 2024 | 31 March 2023 | ||||||||
| Less than | One to two | Two to five | More than | Less than | One to two | Two to five | More than | ||
| Total | one year | years | years | five years | Total | one year | years | years | five years |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
8,006 | 3,176 | 2,267 | 1,854 | 709 | 10,187 | 2,991 | 3,015 | 3,312 | 869 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Depreciation expense on right-of-use assets | 2,200 | 1,872 |
Interest expense on lease liabilities | 463 | 512 |
2,663 | 2,384 |
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Notes to the financial statements continued
For the year ended 31 March 2024
24. Acquisition-related liabilities continued
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Notes to the financial statements continued
For the year ended 31 March 2024
24. Acquisition-related liabilities continued
31 March 2024 | 31 March 2023 | |||||
| Remuneration | Remuneration | |||||
| for post- | for post- | |||||
| Contingent | combination | Contingent | combination | |||
| consideration | services | Total | consideration | services | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
At beginning of period | 3,470 | 2,503 | 5,973 | — | — | — |
Business combinations | — | — | — | 3,797 | — | 3,797 |
Arising in the period | — | 4,182 | 4,182 | — | 2,485 | 2,485 |
Payments | (1,221) | — | (1,221) | — | — | — |
Interest | 126 | 133 | 259 | 133 | 20 | 153 |
Fair value movements | (316) | (3,888) | (4,204) | (460) | (2) | (462) |
Foreign exchange movement | — | (159) | (159) | — | — | — |
At end of period | 2,059 | 2,771 | 4,830 | 3,470 | 2,503 | 5,973 |
Current liabilities | 1,005 | — | 1,005 | 1,104 | 46 | 1,150 |
Non-current liabilities | 1,054 | 2,771 | 3,825 | 2,366 | 2,457 | 4,823 |
| Remuneration | ||||
| for post- | ||||
| combination | Contingent | combination | ||
| services | consideration | services | ||
| £000 | £000 | £000 | ||
Arising in the period | — | 4,182 | — | 2,485 |
Interest | 126 | 133 | 133 | 20 |
Fair value movements | (316) | (3,888) | (460) | (2) |
(190) | 427 (327) 2,503 |
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24. Acquisition-related liabilities continued
31 March 2024 | 31 March 2023 | ||||||
| Less than | One to two | Two to five | Less than | One to two | Two to five | ||
| Total | one year | years | years | Total | one year | years | years |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
2,140 | 1,070 | 1,070 | — | 3,687 | 1,229 | 1,229 | 1,229 |
31 March 2024 | 31 March 2023 | ||||||
| Less than | One to two | Two to five | Less than | One to two | Two to five | ||
| Total | one year | years | years | Total | one year | years | years |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
5,015 | — | 4,168 | 847 | 14,404 | 66 | 316 | 14,022 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | 800 | 933 |
Additions | 17 | — |
| Adjustment | — | (334) |
Interest | 38 | 201 |
At end of period | 855 | 800 |
Notes to the financial statements continued
For the year ended 31 March 2024
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For the year ended 31 March 2024
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | (11,085) | (583) |
| Recognised in Statement of Comprehensive Income | ||
Tax expense | 537 | 1,272 |
Foreign exchange movement | 319 | 673 |
856 | 1,945 | |
| Recognised in equity | ||
Share-based payment reserve | 125 | 44 |
| Arising on business combination | ||
Intangible asset (see note 32) | (1,606) | (12,727) |
Other temporary and deductible differences | — | 236 |
(1,606) | (12,491) | |
At end of period | (11,710) | (11,085) |
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Notes to the financial statements continued
For the year ended 31 March 2024
26. Deferred tax assets and liabilities continued
31 March 2024 | 31 March 2023 | |||||||
| Credited to | Credited to | Credited to | Credited | |||||
| Asset | Liability | profit or loss | equity | Asset | Liability | profit or loss | to equity | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Other temporary and deductible differences | 1,563 | (1,172) | (1,021) | 125 | 1,742 | (416) | 633 | 44 |
Business combinations – intangible asset | — | (12,101) | 1,558 | — | — | (12,411) | 639 | — |
1,563 | (13,273) | 537 | 125 | 1,742 | (12,827) | 1,272 | 44 |
27. Employee benefits
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Notes to the financial statements continued
For the year ended 31 March 2024
| 31 March | 31 March | 31 March | 31 March | |
| 2024 | 2024 | 2023 | 2023 | |
| Number | £ | Number | £ | |
| Ordinary Shares of no par | ||||
| value allotted | ||||
At beginning of period | 116,271,212 | — | 108,333,333 | — |
| Shares issued on acquisition | ||||
| of Infrastructure Capital | ||||
(see note 32) | — | — | 7,937,879 | — |
At end of period | 116,271,212 | — | 116,271,212 | — |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
At beginning of period | 61,886 | 32,040 |
| Shares issued on acquisition of Infrastructure Capital | ||
– 7,937,879 shares at £3.76 per share (see note 32) | — | 29,846 |
At end of period | 61,886 | 61,886 |
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Notes to the financial statements continued
For the year ended 31 March 2024
28. Share capital and other reserves continued
Own share reserve
The Group operates a Share Incentive Plan as per note 10. The Group operates a trust which holds shares that have not yet vested unconditionally to employees of the Group.
At 31 March 2024, the total number of shares held in trust was 513,862 (2023: 342,403), including 291,092 (2023: 218,494) of matching shares at a cost of £1,195,000 (2023: £729,000), an increase
of £466,000 on the prior year.
Treasury share reserve
The Company announced a share buyback programme on 27 October 2023 to buyback Ordinary Shares in the capital of the Company. The bought back shares are held in treasury and have no
voting rights or entitlement to dividends.
At 31 March 2024, the total number of shares held in treasury was 236,492 (2023: nil) at a cost of £967,000 (2023: £nil).
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For the year ended 31 March 2024
28. Share capital and other reserves continued
31 March 2024 | 31 March 2023 | |||||||
| Remuneration | Remuneration | |||||||
| for post- | for post- | |||||||
| Performance | Share | combination | Performance | Share | combination | |||
| Share Plan | Incentive Plan | services | Total | Share Plan | Incentive Plan | services | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Cost | ||||||||
At beginning of period | 1,139 | 399 | 9,514 | 11,052 | 299 | 160 | — | 459 |
Additions | 1,818 | 337 | 11,520 | 13,675 | 840 | 239 | 9,514 | 10,593 |
| Transfer on vesting of initial consideration shares for Infrastructure | ||||||||
Capital acquisition | — | — | (10,290) | (10,290) | — | — | — | — |
At end of period | 2,957 | 736 | 10,744 | 14,437 | 1,139 | 399 | 9,514 | 11,052 |
| Deferred tax | ||||||||
At beginning of period | 66 | — | — | 66 | 22 | — | — | 22 |
Additions | 125 | — | — | 125 | 44 | — | — | 44 |
At end of period | 191 | — | — | 191 | 66 | — | — | 66 |
Net value at end of period | 3,148 | 736 | 10,744 | 14,628 | 1,205 | 399 | 9,514 | 11,118 |
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For the year ended 31 March 2024
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Final dividend | 18,022 | 10,617 |
Interim dividend | 7,765 | 5,348 |
25,787 | 15,965 |
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
Final dividend | 18,022 | 18,022 |
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For the year ended 31 March 2024
31 March 2024 | 31 March 2023 | |||||||||
| Total financial | Non‑financial | Total financial | Non-financial | |||||||
| Amortised cost | FVTPL | instruments | instruments | Total | Amortised cost | FVTPL | instruments | instruments | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Property, plant and equipment | — | — | — | 2,330 | 2,330 | — | — | — | 2,522 | 2,522 |
Right-of-use assets | — | — | — | 5,768 | 5,768 | — | — | — | 7,281 | 7,281 |
Intangible assets | — | — | — | 61,364 | 61,364 | — | — | — | 62,911 | 62,911 |
Investments at FVTPL | — | 4,726 | 4,726 | — | 4,726 | — | 3,967 | 3,967 | — | 3,967 |
Derivative assets | — | 473 | 473 | — | 473 | — | 648 | 648 | — | 648 |
Deferred tax assets | — | — | — | 1,563 | 1,563 | — | — | — | 1,742 | 1,742 |
Contract costs | — | — | — | 3,375 | 3,375 | — | — | — | 3,965 | 3,965 |
Trade and other receivables | 24,878 | — | 24,878 | 3,850 | 28,728 | 18,662 | — | 18,662 | 3,080 | 21,742 |
Cash and cash equivalents | 45,004 | — | 45,004 | — | 45,004 | 39,761 | — | 39,761 | — | 39,761 |
69,882 | 5,199 | 75,081 | 78,250 | 153,331 | 58,423 | 4,615 | 63,038 | 81,501 | 144,539 |
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31. Financial instruments – classification and measurement continued
31 March 2024 | 31 March 2023 | |||||||||
| Total financial | Non‑financial | Total financial | Non-financial | |||||||
| Amortised cost | FVTPL | instruments | instruments | Total | Amortised cost | FVTPL | instruments | instruments | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Trade payables | 1,582 | — | 1,582 | — | 1,582 | 1,945 | — | 1,945 | — | 1,945 |
| Other payables and partnership | ||||||||||
capital contributions | 4,199 | — | 4,199 | 15,775 | 19,974 | 5,708 | — | 5,708 | 10,225 | 15,933 |
Accruals | 16,472 | — | 16,472 | — | 16,472 | 17,504 | — | 17,504 | — | 17,504 |
Loans and borrowings | 509 | — | 509 | — | 509 | 3,131 | — | 3,131 | — | 3,131 |
Lease liabilities | 7,262 | — | 7,262 | — | 7,262 | 9,251 | — | 9,251 | — | 9,251 |
Acquisition-related liabilities | — | 4,830 | 4,830 | — | 4,830 | — | 5,973 | 5,973 | — | 5,973 |
Provisions | — | — | — | 855 | 855 | — | — | — | 800 | 800 |
Deferred tax liability | — | — | — | 13,273 | 13,273 | — | — | — | 12,827 | 12,827 |
30,024 | 4,830 | 34,854 | 29,903 | 64,757 | 37,539 | 5,973 | 43,512 | 23,852 | 67,364 |
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For the year ended 31 March 2024
31. Financial instruments – classification and measurement continued
Financial risk management continued
(a) Market risk continued
(ii) Interest rate risk
31 March 2024 | 31 March 2023 | |||||||
| Euro | Aus dollar | US dollar | Total | Euro | Aus dollar | US dollar | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Financial assets | ||||||||
Cash and cash equivalents | 418 | 2,583 | 83 | 3,084 | 1,993 | — | 69 | 2,062 |
Investments at FVTPL | 2,140 | — | — | 2,140 | 2,078 | — | — | 2,078 |
2,558 | 2,583 | 83 | 5,224 | 4,071 | — | 69 | 4,140 |
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For the year ended 31 March 2024
31. Financial instruments – classification and measurement continued
Financial risk management continued
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31. Financial instruments – classification and measurement continued
Fair value hierarchy continued
31 March 2024 | 31 March 2023 | |||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
| Financial assets | ||||||||
Investments at FVTPL | — | — | 4,726 | 4,726 | — | — | 3,967 | 3,967 |
Derivative assets | — | 473 | — | 473 | — | 648 | — | 648 |
— | 473 | 4,726 | 5,199 | — | 648 | 3,967 | 4,615 | |
| Financial liabilities | ||||||||
Acquisition-related liabilities: Contingent consideration | — | — | 2,059 | 2,059 | — | — | 3,470 | 3,470 |
Acquisition-related liabilities: Remuneration for post-combination services | — | — | 2,771 | 2,771 | — | — | 2,503 | 2,503 |
— | — | 4,830 | 4,830 | — | — | 5,973 | 5,973 |
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31. Financial instruments – classification and measurement continued
| 31 March | |||||
| 2024 | Significant | Change in | |||
| Fair value | Valuation | unobservable | Sensitivity inputs | fair value | |
| £000 | technique | inputs | unobservable input | £000 | |
Investments at FVTPL | 4,726 | The fair value is based on the | NAV | +/-5% on closing NAV | +/- 236 |
| closing NAV of underlying investments | |||||
Acquisition-related liabilities: Contingent consideration | 2,059 | The fair value is a ratio of the | NAV | +/-5% on closing NAV | +/ -103 |
| closing NAV of the funds acquired | |||||
| to the NAV on acquisition | |||||
| Acquisition-related liabilities: Remuneration for | 2,771 | The fair value is the current forecasted | Forecast | Applied a sensitivity | Max: +7,139 |
| post-combination services | management fees divided by the | on the maximum and | Min: -2,771 | ||
| management fees required to | minimum payment that | ||||
| achieve the maximum earn-out | could be made | ||||
| multiplied by the maximum earnout payable |
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For the year ended 31 March 2024
| £000 | |
Cash consideration | 4,870 |
Total carrying value | 4,870 |
| Carrying | Fair | Recognised | |
| amounts | value | amounts | |
| £000 | £000 | £000 | |
Intangible assets – customer contracts | 3,948 | 2,474 | 6,422 |
Trade and other receivables | 70 | — | 70 |
Cash and cash equivalents | 193 | — | 193 |
Trade and other payables | (193) | — | (193) |
Deferred tax liability | — | (1,606) | (1,606) |
Total net assets acquired | 4,018 | 868 | 4,886 |
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Notes to the financial statements continued
For the year ended 31 March 2024
32. Business combinations continued
Acquisitions in the year ended 31 March 2024 continued
Identifiable assets acquired and liabilities assumed continued
The fair value of the intangible asset above was derived from cash flow forecasts of the fees
arising from the seven PFI contracts using a 9% discount rate based on the weighted average
cost of capital (“WACC”) derived from a capital asset pricing model (“CAPM”). The intangible
asset is being amortised over 19.7 years. See note 15 for further information including
sensitivity analysis.
The fair value of all other net assets acquired were equal to their carrying value.
The acquisition is reflected in the Cash Flow Statement as follows at 31 March 2024:
| £000 | |
Cash paid | (4,870) |
Cash acquired on acquisition | 193 |
Total per Cash Flow Statement | (4,677) |
Gain on business combination
The gain on business combination on the acquisition of Wellspring has been recognised as
follows. The Group reported a provisional gain on business combination in the Half-year
Report for the six months ended 30 September 2023 and noted no change to the gain on
business combination at year-end.
| £000 | |
Fair value of net assets acquired | 4,886 |
Less total consideration | (4,870) |
Gain on business combination | 16 |
The gain on business combination arises due to the fair value of net assets acquired being
greater than the total consideration. The consideration was negotiated without direct
correlation to the value of the net assets acquired. The gain on business combination
is recognised in the Statement of Comprehensive Income and as a non-underlying item
(see note 8).
Revenue and profits of Wellspring
Amounts that the acquisition contributed to both Group revenue and profit in the
post-acquisition period are as follows:
| £000 | |
Revenue contribution | 914 |
EBITDA contribution | 681 |
Profit on ordinary activities before taxation | 521 |
Had the acquisition occurred at the start of the period, the acquisition would have made the
following contributions to both Group revenue and profit:
| £000 | |
Revenue contribution | 1,173 |
EBITDA contribution | 848 |
Profit on ordinary activities before taxation | 634 |
Acquisitions in the year ended 31 March 2023
Infrastructure Capital Holdings Pty Ltd (“Infrastructure Capital”)
On 8 September 2022, the Group completed the acquisition of 100% of the issued share capital
of Infrastructure Capital. Infrastructure Capital consists of the following companies:
ș Infrastructure Capital Holdings Pty Limited (renamed Foresight Capital Holdings Pty Limited
on 31 October 2022)
ș Infrastructure Capital Group Limited (renamed Foresight Australia Funds Management
Limited on 2 November 2022)
ș Infrastructure Capital Services Pty Ltd
ș Infrastructure Specialist Asset Management Limited
ș Infra Asset Management Pty Limited
The Group acquired this business to deliver a meaningful contribution to the Group’s growth,
increasing AUM by £3 billion. It enables the Group to strengthen its presence in the attractive
Australian infrastructure and renewables market and to diversify its revenue profile, increasingly
positioning the Group internationally. Additional value is expected to be unlocked through
synergies over time.
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For the year ended 31 March 2024
32. Business combinations continued
Acquisitions in the year ended 31 March 2023 continued
Consideration transferred
The following table summarises the acquisition date fair value of each class of consideration transferred:
| £000 | |
Initial cash consideration | 32,626 |
Initial share consideration | 4,296 |
Total carrying value | 36,922 |
Initial share consideration comprises 7,937,879 shares in the Company issued on 8 September 2022 to service A$52,500,000 of amounts due to sellers. These shares will be subject to forfeiture if
a seller ceases to be employed or contracted by Infrastructure Capital during the next three years, with 100% of a seller’s shares being forfeited if this occurs prior to 30 September 2023, 66.66%
from 30 September 2023 to 29 September 2024 and 33.33% from 30 September 2024 to 29 September 2025. Forfeiture does not apply to good leavers, of which there were three on completion.
Initial share consideration for these good leavers is included in consideration valued at £4,296,000 (1,107,527 shares) with remaining consideration of £26,496,000 (6,830,352 shares (see note 10))
debited to the Shares held in escrow reserve (see note 28). This is because the initial share consideration payable to non-good leavers is treated as remuneration for post-combination services. This
remuneration expense is charged to the Statement of Comprehensive Income over the vesting period, accounted for as equity-settled share-based payments under IFRS 2. Under IFRS 2, the expense
is measured at the fair value of the shares on the grant date, which was the share price of £4.08 per share converted to Australian dollars at the prevailing exchange rate with a 0% forfeiture rate.
See note 10 for the movement in the initial share consideration and remuneration for post-combination services for the year ended 31 March 2024.
Other deferred payments
The sale and purchase agreement and supplementary management incentive deed details other deferred and contingent payments to be made to sellers for the sale of the shares of Infrastructure
Capital. However, these payments require the sellers to remain in employment with or contracted to the Group for the duration of the respective deferral periods. Hence, they are also being
accounted for as remuneration for post-combination services and the expense charged to the Statement of Comprehensive Income over the respective vesting periods. Details of each of these
elements are as follows:
Gross amount | Grant date fair value | |||||
£000 | A$000 | Grant date | £000 | A$000 | Expected vesting date | |
Earn-out consideration | 17,595 | 30,000 | 8 September 2022 | 17,595 | 30,000 | 30 June 2028 |
Revenue earn-out consideration | 2,933 | 5,000 | 8 September 2022 | 1,181 | 2,013 | 30 June 2023‑2026 |
Performance consideration | 14,633 | 25,000 | 8 September 2022 | 10,391 | 17,716 | 30 June 2027 |
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For the year ended 31 March 2024
32. Business combinations continued
Acquisitions in the year ended 31 March 2023 continued
Other deferred payments continued
The consideration above will be paid in either cash and/or shares as explained below.
Where consideration is paid in shares, these will be accounted for as equity-settled
share-based payments under IFRS 2. Where consideration is paid in cash, these will be
accounted for as long-term employee benefits under IAS 19.
ș Earn-out consideration of up to A$30,000,000 was granted on the date of acquisition and
is payable A$15,000,000 in cash and A$15,000,000 in shares in the Company dependent
on the achievement of management fee revenue targets for the 12-month period ending
30 June 2025 and the sellers being employed or contracted by Infrastructure Capital on
30 June 2025 unless the seller is considered a good leaver. These shares will be subject to
forfeiture if a seller ceases to be employed or contracted by Infrastructure Capital during
the two years that follow, with 100% of a seller’s shares being forfeited if this occurs prior
to 30 June 2026 and 50% from 30 June 2026 to 30 June 2027. There is a further clawback
up to 30 June 2028 if there is a reversal in management fee revenue so that the total vesting
period is to this date.
ș Revenue earn-out consideration of up to A$5,000,000 was granted on the date of acquisition
and is payable A$5,000,000 in cash and is based on a revenue share mechanism for
incremental asset management revenues over the period from acquisition to 30 June 2026
and the sellers being employed or contracted by Infrastructure Capital during this period
unless the seller is considered a good leaver.
ș Performance consideration of up to A$25,000,000 was granted on the date of acquisition
and is payable A$12,500,000 in cash and A$12,500,000 in shares in the Company dependent
on the achievement of management fee revenue targets for the 12-month period ending
30 June 2026 and the sellers being employed or contracted by Infrastructure Capital on
30 June 2026 unless the seller is considered a good leaver. These shares will be subject to
forfeiture if a seller ceases to be employed or contracted by Infrastructure Capital during
the year that follows, with 100% of a seller’s shares being forfeited if this occurs prior to
31 December 2026 and 50% from 31 December 2026 to 30 June 2027.
The fair value of this consideration has been estimated at the date of acquisition (grant date)
using estimated outcomes and the expected payout percentage of those outcomes. The fair
value will be assessed at each reporting period. For further explanation of how fair value is
calculated and the cost recognised in the Statement of Comprehensive Income for the year
ended 31 March 2024, see note 10 for consideration paid in shares under IFRS 2 and note 24
for consideration paid in cash under IAS 19.
Identifiable assets acquired and liabilities assumed
The fair value of the identifiable net assets acquired at the acquisition date were as follows:
| Carrying | Fair | Recognised | |
| amounts | value | amounts | |
| £000 | £000 | £000 | |
Property, plant and equipment | 73 | — | 73 |
Right-of-use assets | 560 | — | 560 |
Intangible assets – customer contracts | — | 30,551 | 30,551 |
Deferred tax assets | 239 | — | 239 |
Trade and other receivables | 3,890 | — | 3,890 |
Cash and cash equivalents | 1,235 | — | 1,235 |
Trade and other payables | (2,706) | — | (2,706) |
Lease liabilities | (619) | — | (619) |
Deferred tax liability | (3) | (9,165) | (9,168) |
Total net assets acquired | 2,669 | 21,386 | 24,055 |
The acquisition is reflected in the Cash Flow Statement as follows at 31 March 2023:
| £000 | |
Cash paid | (32,626) |
Cash acquired on acquisition of subsidiary | 1,235 |
Total per Cash Flow Statement | (31,391) |
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Notes to the financial statements continued
For the year ended 31 March 2024
32. Business combinations continued
Acquisitions in the year ended 31 March 2023 continued
Goodwill
The goodwill arising from the acquisition has been recognised as follows:
| £000 | |
Total consideration (see above) | 36,922 |
Fair value of identifiable net assets acquired (see above) | (24,055) |
| 12,867 |
Goodwill of £12,867,000 arises as a result of the acquired workforce, expected future growth,
as well as operational and revenue synergies arising post-integration. Goodwill arising from the
Infrastructure Capital acquisition is not deductible for tax purposes. The goodwill is subject to
foreign exchange movements as it is deemed to be an Australian dollar asset.
Downing’s technology ventures business
On 4 July 2022, the Group completed the acquisition of the technology ventures division of
Downing LLP.
Through this acquisition, the Group acquired the investment mandates of Downing ONE VCT
Plc (renamed Thames Ventures VCT 1 Plc on 7 September 2022) and Downing FOUR VCT Plc
(renamed Thames Ventures VCT 2 Plc on 7 September 2022) (excluding the Healthcare share
class). As an interim measure, the Group was also appointed sub-manager of Downing Ventures
EIS Scheme (renamed Thames Ventures EIS Fund on 10 March 2023) (see below). These
transactions gave rise to incremental AUM of c.£275 million deployed across venture capital,
AIM-quoted investee companies and a small number of legacy asset-backed debt investments.
These venture-focused funds, with c.12,000 investors and assets predominantly across the
UK as well as in the US and Israel, are complementary to the existing funds managed by the
Group’s Private Equity Team. At 31 March 2024, the Group has a commitment to complete the
purchase of the Healthcare share class of Thames Ventures VCT 2 Plc. See note 30.
| £000 | |
Initial cash consideration | 13,425 |
Contingent cash consideration | 3,797 |
Total carrying value | 17,222 |
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Notes to the financial statements continued
For the year ended 31 March 2024
32. Business combinations continued
Acquisitions in the year ended 31 March 2023 continued
Downing’s technology ventures business continued
Identifiable assets acquired and liabilities assumed
The fair value of the identifiable net assets acquired at the acquisition date were as follows:
| Carrying | Fair | Recognised | |
| amounts | value | amounts | |
| £000 | £000 | £000 | |
Intangible assets – customer contracts | — | 14,247 | 14,247 |
Deferred tax liability | — | (3,562) | (3,562) |
Total net assets acquired | — | 10,685 | 10,685 |
Goodwill
The goodwill arising from the acquisition has been recognised as follows:
| £000 | |
Total consideration (see above) | 17,222 |
Fair value of identifiable net assets acquired (see above) | (10,685) |
| 6,537 |
Goodwill of £6,537,000 arises as a result of the acquired workforce, expected future growth,
as well as operational and revenue synergies arising post-integration. Goodwill arising from the
Downing acquisition is not deductible for tax purposes.
| 31 March | 31 March | |
| 2024 | 2023 | |
| £000 | £000 | |
| Assets | ||
| Current assets | ||
Cash and cash equivalents | — | 65 |
Total assets | — | 65 |
| Liabilities | ||
| Current liabilities | ||
Trade and other payables | — | (1) |
Total liabilities | — | (1) |
Net assets and liabilities | — | 64 |
| 31 March | ||
| 31 March | 2023 | |
| 2024 | as restated | |
| £000 | £000 | |
Emoluments | 3,156 | 3,078 |
Other benefits | 38 | 37 |
Share-based payments | 425 | 222 |
Total | 3,619 | 3,337 |
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Notes to the financial statements continued
For the year ended 31 March 2024
34. Related party transactions continued
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Appendices to the financial statements
Alternative performance measures
In reporting financial information, the Group presents alternative performance measures
(“APMs”), which are not defined or specified under the requirements of IFRS.
The Group believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional useful information on the
underlying trends, performance and position of the Group and are consistent with how business
performance is measured internally. The alternative performance measures are not defined
by IFRS and therefore may not be directly comparable with other companies’ alternative
performance measures.
Core EBITDA pre share-based payments (“SBP”)
The Group uses Core EBITDA and Core EBITDA pre-SBP as two of its key metrics to measure
performance because it views these as the closest profitability number comparable to the
Group’s recurring revenue model (i.e. a cash profit number after removing/adjusting for any
one-offs, both positive and negative). Core EBITDA pre-SBP is shown as the Group considers
that there is no cash alternative to the share-based payments and due to the variability from
its fair value measurement. Core EBITDA and Core EBITDA pre-SBP may not be comparable
to other similarly titled measures used by other companies, and they have limitations as an
analytical tool and should not be considered in isolation or as a substitute for analysis of the
Group’s operating results as reported under IFRS.
Non‑underlying items
The Group has chosen to present a measure of profit and earnings per share which excludes
certain items, that are considered non-underlying and exceptional due to their size, nature or
incidence, and are not considered to be part of the normal operations of the Group. This is as
a result of the financial effect of non-underlying items relating to business combinations (more
specifically remuneration for post-combination services), acquisition-related costs, fair value
gains on contingent consideration and gain on business combination. In respect of remuneration
for post-combination services, these are deferred consideration payments to sellers that are
contingent on the recipients remaining employees of the Group which are exceptional due to
both their size and their nature. The Group believes that the separate disclosure of these items
provides additional useful information to users of the financial statements to enable a better
understanding of the Group’s underlying financial performance.
Definitions and reconciliations
In line with the Guidelines on Alternative Performance Measures issued by the European
Securities and Markets Authority (“ESMA”), we have provided additional information on the
APMs used by the Group below, including full reconciliations back to the closest equivalent
statutory measure.
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Appendices to the financial statements continued
APM Closest equivalent
IFRS measure
Reconciling items
to IFRS measure
Definition and purpose
Financial measures derived from the financial statements
Statement of Comprehensive Income measures
Recurring revenue
Revenue Refer to definition,
note 4 to the financial
statements and note A1
Recurring revenue is management fees, secretarial fees (including administration) and directors’ fees. The Group believes that
recurring revenue may provide prospective investors with a meaningful supplemental measure to evaluate the stability and quality
ofearnings.
Recurring revenue %
None Refer to definition and
note A2
Recurring revenue % is recurring revenue divided by total revenue.
Core EBITDA
None Refer to definition and
notes A3 and A7
Key metric to measure performance because the Group views this as the closest profitability number comparable to the Group’s
recurring revenue model (i.e. a cash profit number after removing/adjusting for any one-offs, both positive and negative).
Core EBITDA pre
share-based payments
(“SBP”)
None Refer to definition and
notes A3 and A7
Core EBITDA pre-SBP is shown as the Group considers that there is no cash alternative to the share-based payments and due
tothevariability from its fair value measurement. It is calculated by adding back share-based payments to Core EBITDA.
A reconciliation of the above measures is shown in note A3.
Core EBITDA pre-SBP
margin (%)
None Refer to definition and
note A4
Core EBITDA pre-SBP divided by total revenue.
Core EBITDA
reconciling items
None Refer to definition and
note A5
Core EBITDA reconciling items is calculated as the sum of the adjustments made to Core EBITDA pre-SBP before tax. A reconciliation
of the above measures is shown in note A5.
Non-underlying items
None See note 8 to the financial
statements and note A6
Items which are not considered part of the normal operating costs of the business, are non-recurring and considered exceptional
because of their size, nature or incidence, are treated as non-underlying items and disclosed separately. The Group believes that
the separate disclosure of these items provides additional useful information to users of the financial statements to enable a better
understanding of the Group’s underlying financial performance. An explanation of the nature of the items identified as non-underlying
is provided in note 8 to the financial statements, and in a full reconciliation to Core EBITDA as per note A7.
Before non-underlying
items profit and total
comprehensive income
Profit and total
comprehensive
income
Refer to definition,
Statement of
Comprehensive Income
and note A7
Total profit and comprehensive income excluding non-underlying items as shown in the Statement of Comprehensive Income and
reconciled to Core EBITDA as per note A7.
Alternative performance measures continued
Definitions and reconciliations continued
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APM Closest equivalent
IFRS measure
Reconciling items
to IFRS measure
Definition and purpose
Financial measures derived from the financial statements
Statement of Comprehensive Income measures
Earnings per share
before non-underlying
items
Earnings per share Non-underlying items,
note 13 to the financial
statements and note A8
Profit for the period before non-underlying items attributable to Ordinary Shareholders divided by weighted average number of shares
in issue during the period.
Adjusted profit before
non-underlying items
Profit Refer to definition,
Statement of
Comprehensive Income
and note A9
Before non-underlying items profit and total comprehensive income with any impairment and associated deferred tax credit added
back for the purposes of the calculating the Group dividend.
Dividend payout ratio
None Refer to definition,
before non-underlying
items profit and total
comprehensive income
and note A10
The dividend payout ratio is the ratio of the total amount of dividends paid out to Ordinary Shareholders divided by adjusted profit
forthe period attributable to Ordinary Shareholders before non-underlying items relative to the same period.
Dividend payout
None Refer to definition and
note A11
Total dividend paid or proposed for the period to Ordinary Shareholders divided by the total number of shares at the end of
the relative period. The Group believes that the separate disclosure of the dividend payout per share provides additional useful
information on the dividends paid and proposed.
Financial measures not derived from the financial statements
Funds Under
Management (“FUM”)
None Refer to definition The Group’s Funds Under Management, being the NAV of the funds managed plus the capital that the Group is entitled to call from
investors in the funds pursuant to the terms of their capital commitments to those funds. FUM is calculated on a quarterly basis.
Assets Under
Management (“AUM”)
None Refer to definition The Group’s assets under management, being the sum of: (i) FUM; and (ii) debt financing at Infrastructure Fund level and at the asset
level of these Infrastructure Funds at a period end. AUM is calculated on a quarterly basis.
AUM growth %
None Refer to definition and
note A12
AUM at current period end less AUM at prior period end divided by AUM at prior period end as per note A12.
Alternative performance measures continued
Definitions and reconciliations continued
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Alternative performance measures continued
A1. Recurring revenue
Amounts shown below are derived from note 4 to the financial statements.
31 March
2024
£000
31 March
2023
£000
Management fees 115,580 97,373
Secretarial fees 3,152 2,719
Directors’ fees 3,640 3,116
122,372 103,208
A2. Recurring revenue %
Amounts shown below are derived from note 4 to the financial statements.
31 March
2024
£000
31 March
2023
£000
Recurring revenue 122,372 103,208
Divided by total revenue 141,326 119,155
Recurring revenue % 86.6% 86.6%
A3. Core EBITDA and Core EBITDA pre share-based payments (“SBP”)
The specific items excluded from Core EBITDA and Core EBITDA pre-SBP are the amounts
included in non-underlying items and other non-recurring items. Non-recurring items are
non-trading or one-off items disclosed separately below, where the quantum, nature or volatility
of such items are considered by the Directors to otherwise distort the underlying performance
of the Group. The Group has assessed that the following items as either non-underlying items or
non-recurring items for the purposes of calculating Core EBITDA and Core EBITDA pre-SBP:
ș Gain on business combination which is non-recurring
ș Acquisition-related costs: these are costs related to acquisitions in the period (see note 7)
ș Staff costs – acquisitions, being the expense of consideration from the acquisition
of Infrastructure Capital which has the requirement of continued employment plus
non-recurring staff bonuses related to the acquisitions (see note 8)
ș All depreciation and amortisation costs are added back, including amortisation arising on
intangible assets (customer contracts)
ș Impairments of non-financial assets, including impairments of intangible assets (customer
contracts)
ș Non-operational staff costs: staff advances and redundancy payments expensed have been
added back as these are not deemed to reflect the core underlying performance of the
business
ș Profits or losses on disposal of fixed assets are added back as these are classed as
non-recurring
ș Fair value gains/(losses) on contingent consideration (incl. finance expense). This gain or loss
is also related to contingent consideration arising from acquisitions
ș All financing and taxation costs are added back
ș Foreign exchange gains or losses on balances arising from acquisitions, including a foreign
exchange gain on the share issuance, a foreign exchange loss on the transfer of the
Infrastructure Capital cash consideration and a foreign exchange loss on the intangible asset
and associated deferred tax liability recognised on the acquisition of Infrastructure Capital
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Appendices to the financial statements continued
Alternative performance measures continued
A3. Core EBITDA and Core EBITDA pre share-based payments (“SBP”) continued
A reconciliation of net profit after other comprehensive income to Core EBITDA and Core
EBITDA pre-SBP is set out below:
31 March
2024
£000
31 March
2023
£000
Net profit after other comprehensive income 24,755 20,905
Gain on business combination (16) —
Acquisition-related costs — 3,721
Staff costs – acquisitions (excluding share-based payments) 427 3,153
Redundancy payments 1,615 —
Non-operational staff costs 740 760
Amortisation in relation to intangible assets (customer contracts) 3,211 2,414
Depreciation and amortisation (excluding amortisation in
relationto intangible assets (customer contracts)) 3,227 2,800
Impairment of intangible assets (customer contracts) 2,895 —
Loss/(profit) on disposal of tangible fixed assets 5 (10)
Finance income and expense (excluding fair value gain on
derivatives) (311) 733
Fair value gains on contingent consideration
(incl. finance expense) (190) (327)
Foreign exchange – administrative expenses — (782)
Foreign exchange – translation differences on foreign subsidiaries 1,331 2,436
Tax on profit on ordinary activities 7,878 3,696
Core EBITDA 45,567 39,499
Share-based payments 13,730 10,659
Core EBITDA pre-SBP 59,297 50,158
A4. Core EBITDA pre-SBP margin
31 March
2024
£000
31 March
2023
£000
Core EBITDA pre-SBP (see note A3) 59,297 50,158
Divided by total revenue (see note A2) 141,326 119,155
Core EBITDA pre-SBP margin % 42.0% 42.1%
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Alternative performance measures continued
A5. Core EBITDA reconciling items
31 March
2024
£000
31 March
2023
£000
Gain on business combination (16) —
Acquisition-related costs — 3,721
Staff costs – acquisitions (excluding share-based payments) 427 3,153
Redundancy payments 1,615 —
Non-operational staff costs 740 760
Amortisation in relation to intangible assets (customer contracts) 3,211 2,414
Depreciation and amortisation (excluding amortisation in
relationto intangible assets (customer contracts)) 3,227 2,800
Impairment of intangible assets (customer contracts) 2,895 —
Loss/(profit) on disposal of tangible fixed assets 5 (10)
Finance income and expense (excluding fair value gain on
derivatives) (311) 733
Fair value gains on contingent consideration
(incl. finance expense) (190) (327)
Foreign exchange – administrative expenses — (782)
Foreign exchange – translation differences on foreign subsidiaries 1,331 2,436
Tax on profit on ordinary activities 7,878 3,696
Share-based payments 13,730 10,659
34,542 29,253
Less tax on profit on ordinary activities (7,878) (3,696)
Core EBITDA reconciling items (note 5) 26,664 25,557
A6. Non‑underlying items
Items which are not considered part of the normal operations of the business, are non-recurring
or are considered exceptional because of their size, nature or incidence, are treated as
non-underlying items and disclosed separately. Further details of non-underlying items are
included in note 2c, note 8 and in the Strategic Report on page 51.
31 March
2024
£000
31 March
2023
£000
Administrative expenses (see note 6)
Staff costs – acquisitions 11,947 12,667
Other administration costs – foreign exchange — (782)
11,947 11,885
Acquisition-related costs (see note 7)
Legal and professional costs in respect of acquisition
ofInfrastructure Capital — 3,121
Legal and professional costs in respect of acquisition of
Downing’s technology ventures business — 452
Other legal and professional costs — 148
— 3,721
Fair value gains on contingent consideration
(incl. finance expense) (190) (327)
Gain on business combination (16) —
Total non-underlying items 11,741 15,279
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31 March 2024
31 March 2023
Before
non-underlying
items
£000
Non‑underlying
items
1
£000
Total
£000
Before
non-underlying
items
£000
Non-underlying
items
1
£000
Total
£000
Revenue 141,326 — 141,326 119,155 — 119,155
Cost of sales (7,304) — (7,304) (6,303) — (6,303)
Gross profit 134,022 — 134,022 112,852 — 112,852
Administrative expenses (88,992) (11,947) (100,939) (70,630) (11,885) (82,515)
Acquisition-related costs — — — — (3,721) (3,721)
Operating profit 45,030 (11,947) 33,083 42,222 (15,606) 26,616
Gain on business combination — 16 16 — — —
Other non-operating gains and losses 1,023 190 1,213 378 327 705
Profit on ordinary activities before taxation 46,053 (11,741) 34,312 42,600 (15,279) 27,321
Tax on profit on ordinary activities (7,878) — (7,878) (3,696) — (3,696)
Profit 38,175 (11,741) 26,434 38,904 (15,279) 23,625
Other comprehensive income
Translation differences on foreign subsidiaries (1,679) — (1,679) (2,720) — (2,720)
Total comprehensive income 36,496 (11,741) 24,755 36,184 (15,279) 20,905
Adjustments:
Gain on business combination — (16) (16) — — —
Acquisition-related costs — — — — 3,721 3,721
Staff costs – acquisitions (excluding share-based payments) — 427 427 — 3,153 3,153
Redundancy payments 1,615 — 1,615 — — —
Non-operational staff costs 740 — 740 760 — 760
Amortisation in relation to intangible assets (customer contracts) 3,211 — 3,211 2,414 — 2,414
Alternative performance measures continued
A7. Summary Statement of Comprehensive Income and Core EBITDA and before non-underlying items reconciliation
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31 March 2024
31 March 2023
Before
non-underlying
items
£000
Non‑underlying
items
1
£000
Total
£000
Before
non-underlying
items
£000
Non-underlying
items
1
£000
Total
£000
Depreciation and amortisation (excluding amortisation in relation to intangible assets (customer contracts)) 3,227 — 3,227 2,800 — 2,800
Impairment of intangible assets (customer contracts) 2,895 — 2,895 — — —
Loss/(profit) on disposal of tangible fixed assets 5 — 5 (10) — (10)
Finance income and expense (excluding fair value gain on derivatives) (311) — (311) 733 — 733
Fair value gains on contingent consideration (incl. finance expense) — (190) (190) — (327) (327)
Foreign exchange on acquisitions 1,331 — 1,331 2,436 (782) 1,654
Tax on profit on ordinary activities 7,878 — 7,878 3,696 — 3,696
Core EBITDA 57,087 (11,520) 45,567 49,013 (9,514) 39,499
Share-based payments 2,210 11,520 13,730 1,145 9,514 10,659
Core EBITDA pre-SBP 59,297 — 59,297 50,158 — 50,158
1. See note A6.
Alternative performance measures continued
A7. Summary Statement of Comprehensive Income and Core EBITDA and before non-underlying items reconciliation continued
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Alternative performance measures continued
A8. Earnings per share before non-underlying items
31 March
2024
£000
31 March
2023
£000
Earnings
Profit before non-underlying items for the period for the purpose
of basic and diluted earnings per share before non-underlying
items (see note A7)
38,175 38,904
Weighted average number of Ordinary Shares and earnings per share are derived from note 13
to the financial statements.
31 March
2024
‘000
31 March
2023
‘000
Number of shares
Weighted average number of Ordinary Shares for the purpose
ofbasic earnings per share 115,978 112,577
Weighted average number of Ordinary Shares for the purpose
ofdiluted earnings per share 119,069 114,304
31 March
2024
pence
31 March
2023
pence
Earnings per share before non-underlying items
Basic 32.9 34.6
Diluted
32.1 34.0
A9. Adjusted profit for the period before non‑underlying items
31 March
2024
£000
31 March
2023
£000
Profit for the period attributable to Ordinary Shareholders
before non-underlying items (see note A7) 38,175 38,904
Adjusted for:
Impairment of intangible assets (customer contracts) 2,895 —
Deferred tax on impairment of intangible assets (customer
contracts) (724) —
Adjusted profit for the period attributable to Ordinary
Shareholders before non-underlying items 40,346 38,904
A10. Dividend payout ratio
All dividends are derived from note 29 except for the proposed final dividend for the year
ended 31 March 2024, which has not yet been paid.
31 March
2024
£000
31 March
2023
£000
Interim dividend paid 7,765 5,348
Proposed final dividend 18,022 18,022
25,787 23,370
Divided by adjusted profit for the period attributable to Ordinary
Shareholders before non-underlying items (see note A9) 40,346 38,904
Dividend payout ratio
64% 60%
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Alternative performance measures continued
A11. Dividend payout
All dividends are derived from note 29 except for the proposed final dividend for the year
ended 31 March 2024 which has not yet been paid.
31 March
2024
£000
31 March
2023
£000
Interim dividend paid 7,765 5,348
Final dividend proposed 18,022 18,022
25,787 23,370
Divided by total number of shares (note 28)
116,271 116,271
Dividend payout
22.2 20.1
A12. AUM growth %
31 March
2024
£000
31 March
2023
£000
AUM at current period end 12.1 12.2
Less AUM at prior period end (12.2) (8.8)
(0.1) 3.4
Divided by AUM at prior period end 12.2 8.8
AUM growth %
(0.2%) 38%
Note the % has been subject to a rounding adjustment.
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Related undertakings
The Company has investments in the following undertakings:
Domicile Type
Country of
registration Interest
Subsidiary undertakings
FGB S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Group Holdings (UK) Limited UK Company England & Wales 100%
Foresight Asset Management Limited UK Company England & Wales 100%
Foresight Fund Managers Limited UK Company England & Wales 100%
Pinecroft Corporate Services Limited UK Company England & Wales 100%
Foresight Environmental GP Co. Limited UK Company Scotland 100%
Foresight NF GP Limited UK Company England & Wales 100%
Foresight Environmental FP GP Co. Limited UK Company Scotland 100%
Foresight NF FP GP Limited UK Company England & Wales 100%
Foresight Company 1 Limited UK Company England & Wales 100%
Foresight Company 2 Limited UK Company England & Wales 100%
Foresight Regional Investment General Partner LLP UK LLP Scotland 100%
Foresight Impact Midlands Engine GP LLP UK LLP Scotland 100%
Foresight Regional Investment II General Partner LLP UK LLP Scotland 100%
Foresight Group Equity Finance (SGS) GP LLP UK LLP Scotland 100%
NI Opportunities GP LLP UK LLP Scotland 100%
Foresight Legolas Founder Partner GP LLP UK LLP Scotland 100%
Foresight Regional Investment III General Partner LLP UK LLP Scotland 100%
AIB Foresight SME Impact General Partner LLP UK LLP Scotland 100%
Foresight West Yorkshire Business Accelerator General Partner LLP UK LLP Scotland 100%
AIB Foresight SME Impact Fund GP Limited Ireland Company Ireland 100%
Foresight Regional Investment IV General Partner LLP UK LLP Scotland 100%
195
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Domicile Type
Country of
registration Interest
Foresight Regional Investment V General Partner LLP UK LLP Scotland 100%
Foresight Regional Investment VI GP LLP UK LLP Scotland 100%
Foresight WAE Hydrogen Technology General Partner LLP UK LLP Scotland 100%
Foresight IFW Equity General Partner LLP UK LLP Scotland 100%
Foresight Infra Hold Co Limited UK Company England & Wales 100%
PiP Manager Limited UK Company England & Wales 100%
PiP Multi-Strategy Infrastructure Limited UK Company England & Wales 100%
PiP Multi-Strategy Infrastructure (Scotland) Limited UK Company England & Wales 100%
PiP Multi-Strategy Infrastructure GP LLP UK LLP England & Wales 100%
Foresight Group Holdings UK Finco Limited UK Company England & Wales 100%
Foresight Group Australia Holdco Pty Ltd Australia Company Australia 100%
Foresight Group Australia Bidco Pty Ltd Australia Company Australia 100%
Foresight Capital Holdings Pty Limited Australia Company Australia 100%
Foresight Australia Funds Management Limited Australia Company Australia 100%
Infrastructure Capital Services Pty Ltd Australia Company Australia 100%
Infrastructure Specialist Asset Management Limited Australia Company Australia 100%
Infra Asset Management Pty Limited Australia Company Australia 100%
Foresight Group CI Limited Guernsey Company Guernsey 100%
Foresight European Solar Fund GP Limited Jersey Company Jersey 100%
Foresight Holdco 2 Limited UK Company England & Wales 100%
VCF II LLP UK LLP England & Wales 100%
Foresight Group LLP UK LLP England & Wales 100%
Foresight Group Promoter LLP UK LLP England & Wales 100%
Foresight Investor LLP UK LLP England & Wales 100%
Related undertakings continued
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Domicile Type
Country of
registration Interest
Foresight Group S.R.L. Italy Company Italy 100%
Foresight Group Australia Pty Limited Australia Company Australia 100%
FGA Ventures Pty Ltd Australia Company Australia 100%
Foresight Group Iberia SL Spain Company Spain 100%
Foresight Energy Infrastructure Partners GP S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Group S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Hydrogen Infrastructure Fund GP S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Hydrogen Infrastructure Fund GP II S.à r.l. Luxembourg Company Luxembourg 100%
Foresight Group Luxembourg S.A. Luxembourg Company Luxembourg 100%
Foresight European Solar Fund CIP GP Limited UK Company Scotland 100%
Foresight 1 VCT Limited UK Company England & Wales 100%
Foresight Energy VCT Limited UK Company England & Wales 100%
Foresight Venture Limited UK Company England & Wales 100%
Foresight Venture Capital Limited UK Company England & Wales 100%
Foresight Ventures VCT Limited UK Company England & Wales 100%
Foresight Ventures VCT 2 Limited UK Company England & Wales 100%
Wellspring Finance Company Limited UK Company England & Wales 100%
Wellspring Management Services Limited UK Company England & Wales 100%
Related undertakings continued
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Glossary
Absolute TSR Share price appreciation plus dividends paid to show total return
toa Shareholder, expressed as a percentage
AGM Annual General Meeting
AIFM Alternative Investment Fund Manager
AITS Foresight’s Accelerated Inheritance Tax Solution
AML Anti-Money Laundering
AUM Assets Under Management (FUM + DUM)
CAGR Compound Annual Growth Rate
CASS The Financial Conduct Authority’s Client Assets Sourcebook
CFO Chief Financial Officer of Foresight Group
Company Foresight Group Holdings Limited
COO Chief Operating Officer
Core EBITDA Core earnings before interest, taxes, depreciation and amortisation.
See explanation in appendix to the financial statements
CRO Chief Risk Officer of Foresight Group
DE&I Diversity, Equity & Inclusion
DTRs Disclosure Guidance and Transparency Rules
DUM Debt Under Management
EDD Enhanced Due Diligence
EIS Enterprise Investment Scheme
EPS Earnings per share
ESG Environmental, Social and Governance
Ethical Standard The FRC’s Revised Ethical Standard (2019)
EU European Union
Exco Executive Committee
Executive Group Board, Executive Committee and the Company Secretary
Executive Management Definition provided under the FCA’s Listing Rules under LR App
1, App 1.1: “the executive committee or most senior executive or
managerial body below the board (or where there is no such formal
committee or body, the most senior level of managers reporting to
the chief executive), including the company secretary but excluding
administrative and support staff”
FCA Financial Conduct Authority
FCM Foresight Capital Management
FEIP Foresight Energy Infrastructure Partners
FG Australia Foresight Group Australia Pty Ltd
FGCI Foresight Group CI Limited
FGLLP Foresight Group LLP
FIIF FP Foresight UK Infrastructure Income Fund
Foresight/Foresight
Group/Group
Foresight Group Holdings Limited together with its direct and
indirect subsidiary undertakings
Foresight SICAV Foresight Global Real Infrastructure (Lux) Fund
FRIF Foresight Regional Investment Fund LP
FSFC Foresight Sustainable Forestry Company plc
FSFL Foresight Solar Fund Limited
FTE Full-Time Equivalent
FUM Funds Under Management
FVTPL Fair value through profit and loss
FY23/24/25 Year ending 31 March 2023/24/25
GHGs Greenhouse gases
GRIF FP Foresight Global Real Infrastructure Fund
IASB International Accounting Standards Board
IBR Incremental Borrowing Rate
IC Investment Committee
I&D Inclusion and Diversity
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Glossary continued
IFA Independent financial adviser
IFRS International Financial Reporting Standard(s)
IPEV International Private Equity and Venture Capital
IPO Initial Public Offering
ISAE 3402 International Standard on Assurance Engagements – 3402,
Assurance Reports on Controls at a Service Organisation
ITS Foresight’s Inheritance Tax Solution
JLEN JLEN Environmental Assets Group
LSE London Stock Exchange
MAR Market Abuse Regulation, being the UK version of Regulation
(EU) No. 596/2014 which has effect in English law by virtue of the
European Union (Withdrawal) Act 2018
Minority ethnic
background
Definition provided under the FCA’s Listing Rules under LR App 1,
App 1.1: from one of the following categories of ethnic background,
as set out in the tables in LR 9 Annex 2.1R(b) and LR 14 Annex
1.1R(b), excluding the category “White British or other White
(including minority-white groups)”
NAV Net Asset Value
NCIA Sustainable Market Initiative’s Natural Capital Investment Alliance
NEDs Non-Executive Directors
OEIC Open Ended Investment Company
O&M Operations and maintenance
Parent Company Foresight Group Holdings Limited
PiP Pensions Infrastructure Platform
PRI The UN’s Principles for Responsible Investment
PSC People & Sustainable Culture
PSP Performance Share Plan
RCSA Risk Control Self-Assessment
Recurring revenue Management, secretarial and directors’ fees
REF FP Foresight Sustainable Real Estate Securities Fund
Relationship Agreement Pursuant to Listing Rule 9.8.4, the Company has entered into
a relationship agreement with Bernard Fairman, Beau Port
Investments Limited and other parties with whom they are deemed
to be acting in concert
RMF Risk Management Framework
RPI Retail Price Index
SBP Share-based payment
SBTi Science Based Targets initiative
SC Sustainability Committee
SDGs Sustainable Development Goals
SDR UK Sustainable Disclosure Requirements
SECR Streamlined Energy and Carbon Reporting
SET Sustainability Evaluation Tool
SFDR Sustainable Finance Disclosure Regulation
SFT Sustainable Future Themes Fund
Shareholder Holder of the Company’s Ordinary Shares
SIP Share Incentive Plan
SSPs Shared Socioeconomic Pathways
TCFD Task Force on Climate-related Financial Disclosures
the Code The UK Corporate Governance Code
ToR Terms of Reference
TSR Total shareholder return
UNGC UN Global Compact
VAM VAM Global Infrastructure Fund
VCM Voluntary Carbon Market
VCT Venture Capital Trust
WACC Weighted average cost of capital
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Corporate information
Registered number
51521
Directors
Bernard Fairman
(Executive Chairman)
Gary Fraser
(Chief Financial Officer
and Chief Operating Officer)
Alison Hutchinson, CBE
(Senior Independent Non-Executive Director)
Geoffrey Gavey
(Independent
Non-Executive Director)
Mike Liston, OBE
(Independent
Non-Executive Director)
Company Secretary
Jo‑anna Nicolle
Registered office
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey GY1 3JX
Principal office
The Shard
32 London Bridge Street
London SE1 9SG
Joint corporate brokers
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
English and US legal advisers
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Guernsey legal advisers
Ogier (Guernsey) LLP
Redwood House
St Julian’s Avenue
St Peter Port
Guernsey GY1 1WA
Auditors
BDO LLP
55 Baker Street
London W1U 7EU
Registrar
Computershare Investor Services (Guernsey) Limited
13 Castle Street
St Helier
Jersey JE1 1ES
200
Foresight Group Holdings Limited
Annual Report and Financial Statements FY24
Strategic Report
Governance
Financial Statements
Introduction
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Foresight Group Holdings Limited
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
foresight.group
Foresight Group Holdings LimitedAnnual Report and Financial Statements 2024