FORESIGHT GROUP HOLDINGS LIMITED

Annual Report • Jul 4, 2023

FORESIGHT GROUP HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

A SUSTAINABILITY-LED ALTERNATIVE INVESTMENT MANAGER OUR PURPOSE

At Foresight, we're investing for a smarter future.

Our world is changing, which means finding new ways to drive progress and seize opportunities. As a sustainable growth investor, we invest in innovation, back ambitious SMEs and make complex investment products accessible.

This is how we're creating a sustainable legacy.

FRONT COVER IMAGE Bald Hills Wind Farm, Australia, part of Foresight's portfolio.

CONTENTS

1

Introduction

Hig hlig hts	2
uti Ch air Ex n's st ate nt ec ve ma me	3

Strategic report

Overview

Ab t u ou s	8
od el Bu sin ess m	17
Str gic ior itie ate pr s	18
Ke erf ind ica tor y p orm an ce s	19

Business review

23
30
38
45
50
55
62

Performance and risk

Fin cia l re vie an w	64
Ris ks	73
Via bil ity st ate nt me	85

Governance

Ex uti Ch air n's in du cti tro ec ve ma on	87
Bo ard of Di tor rec s	88
Co rat rpo e g ov ern an ce	90
No mi ion Co itte nat ort mm e r ep	99
dit k C Au & Ris mit tee rt om re po	103
Re ion Co itte rat ort mu ne mm e r ep	109
Dir tor s' r ort ec ep	122

Financial statements

Re sib ilit tat t o f th e D ire cto rs sp on y s em en	128
Ind de dit nt Au or' ort ep en s r ep	129
Co lida ted st ate nt nso me of reh siv e i co mp en nco me	139
Co lida ted st ate nt nso me of fin cia l p itio an os n	140
Co lida ted st ate nt nso me of ch s in uit an ge eq y	141
Co lida ted sh flo tat t nso ca w s em en	142
e fi No tes to th ial sta tem ts na nc en	143
Ap nd ice he fin cia l st s t o t ate nts pe an me	198
Glo ssa ry	20 9
nfo Co rat e i ati rpo rm on	212

In this report

Executive Chairman's statement

Governance

Strategic report

Financial statements

HIGHLIGHTS

Diversified and resilient business model delivers record year of profitability and AUM growth.

£12.2bn

AUM1 (31 March 2022: £8.8bn)

£119.2m

Total revenue

(FY22: £86.1m)

38%

AUM growth1 (31 March 2022: 59%)

86.6%

Recurring revenues1

(FY22: 86.9%)

£9.0bn

FUM1 (31 March 2022: £6.7bn)

£20.9m

Total comprehensive income3 (FY22: £24.9m)

£50.2m

Core EBITDA pre-SBP1 (FY22: £31.8m)

76% Overall staff engagement score

4.4GW Total green technology capacity2

1. Alternative performance measures.

Alternative performance measures ("APMs") are described and explained in the appendices to the financial statements on pages 198 to 205.

1. As defined by the London Stock Exchange Green Economy Mark.

Note: Certain data contained in this document, including financial information, have been subject to rounding adjustments. As a result of this rounding, the totals of data 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 numbers in a column or a row may not conform to the total figure given for that column or row. Percentages in tables and elsewhere in this document may have been rounded and accordingly may not add up to 100%.

1. Inclusive of non-underlying items.

LOS LLANOS, SPAIN part of Foresight Solar Fund Limited's portfolio.

EXECUTIVE CHAIRMAN'S STATEMENT

Another excellent year of highly profitable growth for Foresight.

Bernard Fairman Executive Chairman

FY23

Strategic growth targets

+38% 20-25%

year period

growth in AUM averaged over a rolling three 85-90% recurring revenue

86.6% 42.1%c.43%

20.1p TOTAL

Core EBITDA pre-SBP margin DIVIDEND

60% dividend payout ratio

Introduction

I am delighted to report that it has been another excellent year of highly profitable growth for Foresight. We have further extended our track record of delivering against our ambitious strategic growth targets, in particular achieving exceptional increases in Assets Under Management ("AUM") and Funds Under Management ("FUM"). Revenue was well ahead of latest consensus and we delivered a material uplift to Core EBITDA pre share-based payments.

As well as achieving our targets, we were also able to grow and diversify our geographic footprint with a presence now across eight countries. Key drivers of this growth included the strengthening of our Australian offering through the transformational acquisition of Infrastructure Capital Holdings Pty Ltd ("Infrastructure Capital") and our expansion into the US sub-advisory market through our partnership with Cromwell Funds.

Our outstanding Group performance, achieved against a challenging economic backdrop, reflects the strength of our diversified and resilient business model. Our profitable growth and delivery of shareholder returns continues, and we remain ideally positioned to capture the long-term structural growth trends across international infrastructure and regional UK&I private equity.

over medium term

Financial highlights

In FY23 we continued to generate strong growth internationally. We achieved an AUM increase of 38% to £12.2 billion (2022: £8.8 billion), well in excess of our target of 20-25% over a rolling three year period, with FUM also significantly ahead, increasing 35% to £9.0 billion (2022: £6.7 billion).

EXECUTIVE CHAIRMAN'S STATEMENT CONTINUED

Financial highlights continued

While this has clearly been a standout year of growth for the Group, we were not completely immune to the impact of volatility in global equity markets. This was reflected in net outflows from our OEIC vehicles totalling £(97) million for the year. Reassuringly, this was more than offset by our diversified business model raising funds of £1,043 million across our range of strategies, including £499 million into retail and private equity vehicles which benefit from high margins and long duration capital.

Revenue increased significantly by 38% to £119.2 million (2022: £86.1 million), which is ahead of the latest market consensus after positive updates to expectations throughout the year. Recurring revenues of 86.6% are within our expected range of 85-90% and further demonstrate the reliable nature of our long-term revenue model. It is this recurring and predictable long-term revenue model that provides us with greater visibility over the short and medium term, and enables us to balance our growth opportunities with the differing needs of our divisions.

Core EBITDA pre share-based payments ("SBP") grew 58% to £50.2 million (2022: £31.8 million), representing a record year of profits for the Group. A material uplift to consensus was driven by performance fees generated from profitable portfolio realisations, which provided further evidence of the strength of Foresight's investment strategies, our asset and portfolio management capabilities and the value we can add to investment assets throughout their lifecycle. We remain well on track to deliver our margin target of 43% over the medium term.

Dividend

The Board targets a total dividend payout of 60% of profit after tax before non-underlying items, with the aim being for the absolute dividend payment to grow with our operational profitability. In line with this policy, we have recommended a final dividend of 15.5 pence per share (2022: 9.8 pence per share) for approval by Shareholders at the upcoming AGM. When combined with our interim dividend of 4.6 pence per share (H1 FY22: 4.0 pence per share) this gives a total dividend payment for the year of 20.1 pence per share, representing a 46% increase on prior year (2022: 13.8 pence per share). The final dividend will be paid on 20 October 2023 based on an ex-dividend date of 28 September 2023, with a record date of 29 September 2023.

Sustainability

We have built our Group on the foundation of sustainability. It drives our investment strategy and management, which is focused on areas such as renewable energy, sustainable forestry, agriculture and aquaculture. We also actively encourage our private equity portfolio companies to focus on adopting ESG strategies that will have a positive impact on both their performance and local communities.

This year has also marked the launch of our inaugural standalone Sustainability Report, which reflects our ongoing commitment to transparency with regard to our own direct impact on the world around us. As well as providing more detail on our environmental emissions, the report details our non-financial targets for areas such as employment, staff engagement scores and diversity and inclusion representation. https://foresight.group/ sustainability-report-fy23

Governance

The Board recognises that conducting business in an ethical manner is vital for our ongoing success. Corporate responsibility is integral to how we approach all our activities and underlies our engagement with our stakeholders to ensure we recognise and respond to any concerns they may have. As reported in our Half-year Report, we entered a period of elevated engagement with those Shareholders that had voiced their concerns on Resolutions 16 and 17 at our AGM on 10 August 2022. This engagement included one-to-one meetings and direct communication with the Group's Head of Governance.

The Board continues to consider Resolutions 16 and 17 to be in the best interests of Shareholders as a whole. However, based on this period of engagement, the Board has provided improved disclosure within this 2023 Annual Report to better inform our Shareholders and other stakeholders regarding the rationale for our Resolutions.

EXECUTIVE CHAIRMAN'S STATEMENT CONTINUED

People

During the year our acquisition activity and organic growth saw us welcome over 100 new people into the Group. This helped us to materially increase our Australian footprint in line with our strategic priority to expand our investment opportunities geographically. We have been delighted with how well everyone has integrated into the business, already adding value by raising and deploying funds. We look forward to growing the business further with them, in both current and new markets.

We are proud to retain an excellent level of engagement with our staff, with our engagement score remaining in the top quartile. Whilst we are pleased with these scores, we also recognise that engagement is an ongoing focus for all successful organisations and something that can require additional support during times of acquisition. Our Board remains focused on and committed to helping all our employees, old and new, to understand the importance of their role in our success and building a sense of pride in the positive impact we have on the world around us.

On behalf of the Board, I would like to thank all our employees for their ongoing and valuable contributions to the success of the Group. This has been an excellent year for us in no small part because of the dedication and commitment the whole team continues to bring every day.

Strategic market opportunities

We remain one of Europe's and Australia's most established real asset investors, specialising in sustainability-led international infrastructure and regional UK&I private equity, whilst also providing access to real assets and sustainable investment opportunities in listed markets. We continue to utilise our experience and expertise in these areas to drive the Group forward, generating attractive returns for our investors and making a tangible difference to the world around us.

A key area of growth for us remains within the renewable energy market, as the demand for cleaner, greener energy sources at affordable prices continues to grow. This demand is being driven by a high and growing commitment to energy transition strategies and a recognition of the importance of renewable energy to future energy security. In the UK, for the first time in history, wind turbines generated more electricity than gas in the first three months of the 2023 calendar year. While this is a milestone event, there is still a long way to go to achieve the UK Government's aim of all electricity generation having net zero emissions by 2035.

As a result, there is an ever-increasing sustainability focus from corporations and governments around the world, with Hitachi Energy estimating that by 2050 the world will need four times as much electricity generation and three times as much transmission capacity as we have today. Recent examples of the growing focus of governments include the Inflation Reduction Act in the US, the EU's Net Zero Industry Act and the European Critical Raw Materials Act.

This material government support will further contribute to the current downward trend in costs associated with producing renewable energy and act as a catalyst for sustainable investment, providing opportunities that dwarf what we have seen to date. The scale of these investment opportunities is what is driving our focus on Europe and the US, where we know that the available government support will help us to generate attractive returns by making a positive contribution to the next step in the global sustainability journey.

"Generating attractive returns for our investors and making a tangible difference to the world around us."

EXECUTIVE CHAIRMAN'S STATEMENT CONTINUED

Outlook

We have had an impressive year, especially considering the challenging economic conditions. It is our diversified and resilient business model that allows us to continue to deliver profitable growth for our stakeholders against this backdrop, both organically and through acquisitions.

Our expansion into adjacent markets and geographies has been key to our performance in the year and will continue to facilitate a strong performance across the Group going forward. By ensuring diversification, for example in our markets and in underlying currency, we have been able to balance challenges in one environment with opportunities in another.

Our growth in the year was primarily driven by acquisition activity. Looking ahead, our focus for FY24 is organic growth through targeted fundraising as we strive to further consolidate our position as leaders within our key markets. The capabilities that we have developed over our many years, which reflect the Group's entrepreneurial culture, are highly transferable and will enable us to expand into and build our position in adjacent, exciting markets. In the year this has been embodied in our Foresight Sustainable Forestry Company, which was also the first listed fund to become a member of the London Stock Exchange's Voluntary Carbon Market.

Within infrastructure, to meet the already high and increasing demand for investment in renewable energy, we have plans to raise further significant institutional funds. This includes established strategies such as FEIP and ARIF returning to the market, supported by new opportunities including core European renewables and our planned expansion into adjacent asset classes, such as hydrogen.

While recognising the need to support established renewable energy technologies, we believe that hydrogen power will play a vital future role in our transition to a more sustainable and secure energy provision.

On the private equity front, we remain one of the most active SME investors, with 21 investment vehicles operating across the UK and Ireland. Utilising our experience through economic cycles, we are well positioned to support our diverse portfolio through prevailing market conditions, with its very low leverage and thus limited exposure to increasing interest rates across the SME portfolio. Foresight is well placed to capitalise on the SME funding gap and cyclical nature of bank appetite, which will help drive growth in the amount of capital the division can deploy.

Our FCM division delivered a resilient performance against a backdrop of significant volatility in the global equity markets, meeting the investment objectives of our funds. This division is well placed to return to growth as and when markets improve. The division's expansion into the US market also provides a growth opportunity that could exceed that of the current UK business and we are actively pursuing further distribution opportunities, with Europe being a key focus in the near term.

Accelerated by the creation of the Inflation Reduction Act, we believe that the US will become the largest market in the world for sustainable energy. We will seek to respond to this opportunity by materially increasing our presence in this market, potentially through partnering opportunities.

With a strong pipeline of organic fundraising scheduled for FY24 and beyond, we reiterate all of our stated strategic growth targets, including 20-25% growth in AUM per annum on a rolling three year average basis.

We find ourselves addressing a range of markets internationally that are growing rapidly and that will continue to do so as the world looks to advance its sustainability ambitions, including global carbon reduction targets. Foresight remains ideally placed to benefit and contribute to these advances over the medium term as we continue to identify multiple investment opportunities, utilising our many years of unique experience within these markets. I am confident that the future for Foresight is brighter than ever as we strive to enable a more positive future for the world around us.

Bernard Fairman Executive Chairman 3 July 2023

FORESIGHT GROUP HOLDINGS LIMITED Annual Report and Financial Statements FY23 INTRODUCTION STRATEGIC REPORT

OverviewBusiness review Performance and risk GOVERNANCE

FINANCIAL STATEMENTS

STRATEGIC REPORT

OVERVIEW

WHAT'S IN THIS SECTION

AB OU T U S	8
BU SI NE SS M OD EL	17
ST RA GI C IO IES TE PR RIT	18
KE Y PE RF OR MA NC E I ND ICA TO RS	19

MANFREDONIA, ITALY an energy-from-waste plant, part of Foresight's and JLEN's portfolios.

STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

GOVERNANCE

ABOUT US

Foresight Group, a sustainabilityled alternative investment manager

We understand the role sustainable investing can play in evolving established markets, creating new ones and generating long-term value and impact.

Through our three core investment divisions, Infrastructure, Private Equity and Foresight Capital Management, we target attractive returns from hard-to-access private markets for institutional and private investors.

Since 1984, we have built a track record of developing innovative products, scaling existing investment funds and delivering excellent investment performance, all contributing to profitable growth and total returns.

Performance and risk

Overview GOVERNANCE

ABOUT US CONTINUED

Who we are

ABOUT US CONTINUED

See pages 23 to 29

See pages 30 to 37

See pages 38 to 44

i l i i 1 S t p e c a s n i b i l i l d t t s u s a n a y e - i i l t t n e r n a o n a f i d t t n r a s r u c u r e a n i l U K & I		h l b l F i i "p " i t t o r e s g s a u r e -p a y s u s a n a e l i i t t t t a e r n a v e a s s e m a n a g e r, o p e r a n g a c r o s s h d i i i t r e e c o r e v s o n s
r e g o n i t p r a e v	a i t e q u y		b £ 1 2 2 n GR OU P A UM	b £ 9 0 n GR OU P F UM
IN FR AS TR UC TU RE	PR IVA TE EQ UI TY	FO RE SIG HT CA PIT AL MA NA GE ME NT	GR OU P A UM CO MP OS ITI ON £ 6 0 B N >	3 % 1 5	2 0 % 4	% 4 5
On f E 's e o uro pe d A ral ia's ust an fas tes t-g ing al row re inv et est ass ors	Pro vid of ch oic e f er or sub 0 m illio th -£1 n g row inv est nts in to UK me SM Es	De live rin l as set g r ea s d s ain ab le ust an inv est nt me nit ies in list ed rtu op po	INV ES TE D I N E NE RG Y TR AN SIT IO N A SS ET S	SO LA R	WI ND	RE NE WA BL E E NA BL ING AN D D IST RIB UT IO N
		rke ts ma	4	1 1	2 1
b £ 9 5 n AU M (FY 22 : £6 .3b n)	b £ 1 4 n AU M (FY 22 : £0 .9b n)	b £ 1 3 n AU M (FY 22 : £1 .6b n)	S1 AR TIC LE 9 FU ND	FU ND S D RIV ING EN ER GY TR AN SIT IO N	FU ND S S UP PO RT ING RE GIO NA L S ME ES INV TM EN T
0 6 4	0 2 5 +	7
AS SE TS (FY 22 : 33 7)	PO RT FO LIO CO MP AN IES (FY 22 : 13 1)	INV ES TM EN T VE HIC LE S (FY 22 : 6)
RE AD MO RE	RE AD MO RE	RE AD MO RE	HU ME HY DR O, AU ST RA LIA

1. Further three deemed to meet Article 9 requirements.

part of Foresight's portfolio.

Performance and risk

Overview # ABOUT US CONTINUED

2 | Diversified and resilient business model with growing geographic footprint

The resilience of Foresight's robust business model is primarily a function of product, geographic and investor diversification.

This business model has driven Foresight's strong track record of performance through economic cycles, across both private and public vehicles, which in turn facilitates consistent fundraising from a diverse international investor base.

A track record of successful M&A has accelerated Foresight's diversification and growth, an example being the acquisition of Infrastructure Capital Holdings Pty Ltd ("Infrastructure Capital") in FY23, which is now part of the significantly enlarged Foresight Australia.

3	8	4 4
DIV ISI ON S	CO UN TR IES W ITH AS SE T P RE SE NC E	INV ES TM EN T VE HIC LE S
2 0 0 >	0 0 0 4 c ,	0
INS TIT UT IO NA L INV ES TO RS	RE TA IL INV ES TO RS
6 9 %	3 % 1
INS TIT UT IO NA L AU M	RE TA IL AU M
b £ 3 0 + n	A U M	£ 2 7 5 A U M + m
AC QU ISI TIO N O F RA ST CT E C AP ITA INF RU UR L		AC QU ISI TIO N O F D OW NIN G L LP 'S CH NO LO GY ES VIS IO TE VE NT UR DI N

Overview

ABOUT US CONTINUED

3 | Recurring and predictable long-term revenue model

Foresight's revenue model provides transparency on revenue generation over the short to medium term.

Performance and risk

• This model is supported by the following key factors, which empower the business to make enhanced decisions based on the high degree of certainty of future revenue flows.
• The considerable duration of the weighted average investor commitment in LP funds enables us to take longer-term perspectives in our planning cycles.
• Our high number of evergreen funds provide capacity to consistently attract new capital through continuous fundraising opportunities1.
• A portion of management fees are earned on commitments and are therefore less correlated to market movements and deployment rates.

85-90% 12yr

RECURRING REVENUE TARGET WEIGHTED AVERAGE LP COMMITMENT

63%

AUM IN EVERGREEN OR LISTED VEHICLES, WITH LONG-DURATION CAPITAL1

1. Evergreen funds defined as having no pre determined end of life and therefore have the capability to raise future capital.

Performance and risk

Overview # ABOUT US CONTINUED

4 | Ideally positioned to capture long-term structural growth trends in our key markets

Through a deep understanding of market drivers, Foresight has built a leadership position in key growth markets.

Foresight's purpose of investing for a smarter future has driven the Group's sustainable investment strategy for a number of years across both international infrastructure and regional UK&I private equity.

Historic leadership in these key markets has ensured that Foresight is ideally positioned to benefit from the increasing sustainability focus of investors, corporations and governments around the world.

GLOBAL INVESTMENT IN ENERGY TRANSITION TECHNOLOGIES REACHED A RECORD HIGH OF \$1.3TN IN 2022. THIS NEEDS TO QUADRUPLE TO REMAIN ON THE 1.5°C PATHWAY1

\$44tn

CUMULATIVE INVESTMENTS NEEDED IN THE ENERGY SECTOR BETWEEN NOW AND 2030 TO DELIVER THE 1.5°C SCENARIO, OF WHICH 80% WOULD NEED TO BE IN ENERGY TRANSITION TECHNOLOGIES1

1. World Energy Transitions Outlook 2023. International Renewable Energy Agency.

We are therefore confident that the Group will continue to generate strong financial returns for investors by investing in established technologies and ongoing innovations that will make a real difference to the world around us, helping companies and countries worldwide deliver on their decarbonisation commitments.

ABOUT US CONTINUED

5 | Scalable growth platform

Foresight has significant scope to scale our existing investment platform.

Our existing strategies are already reaping the benefits of scale, as we can increase the size of our investments and create operational leverage. This increased scale, combined with effective cost management, has led to positive margin expansion for the Group. Looking ahead, there is significant potential to unlock additional scale benefits through second and third vintage funds.

Organic growth across each division has been supplemented by our ability to successfully add scale and capabilities through strategic acquisitions, without compromising the continued expansion of the Group's Core EBITDA pre-SBP margin.

£3.3bn

ACQUIRED AUM POST IPO

YEAR-ON-YEAR INCREASE

IN INFRASTRUCTURE

42%

DEPLOYMENT1

ACQUIRED FUM

£2.3bn

c.2x

PRIVATE EQUITY AUM DOUBLED SINCE IPO

+7.5ppt

MARGIN EXPANSION POST IPO EVIDENCING OPERATING LEVERAGE2

FCM

£NIL TO £1.3 BILLION AUM SINCE 2017

1. To £690 million (FY22: £484 million) with additional £1.7 billion of future deployment rights (FY22: £427 million).

2. The increase in Core EBITDA pre-SBP margin from FY21 to FY23.

ABOUT US CONTINUED

6 | Proven track record of achieving profitable growth and delivering on both strategic and financial priorities

Post our stock market listing in February 2021, Foresight's increasingly diversified business model has consistently delivered on, or exceeded, our four ambitious strategic growth targets:

20 -25 % a e A UM th, ve rag gr ow oll ing th rio d ov er a r ree ye ar pe	P O S T I P O
85 -90 % r ing ec urr re ve nu e
% C 43 EB ITD A p SB P ore re- ed rgi ium te ma n o ve r m rm	A U M G R O W T H
60 % d ivid d p ut en ayo
	R E V E N U E G R O W T H
	E B I T D A P R O G R E S S I O N
	G O S R E V E N U E M A R I N F N E W F U N D S G S I N L I N E W I T H E X I T I N M A N D A T E

Overview Business review Performance and risk

ABOUT US CONTINUED

This is all underpinned by the strength of our culture and the wealth of knowledge and experience of our people

Foresight's people drive the business forward, powering our growth through their ambition and knowledge.

Our mission is to create an environment that fosters employee growth, engagement and wellbeing, while also promoting sustainable business practices. We continuously explore new ways to develop our employees to ensure that they feel valued and supported in every aspect of their work, whilst also embedding sustainability at the core of every touchpoint in their career at Foresight.

As a result, we are able to attract and retain the top talent within our key markets, who collectively and consistently deliver outstanding success for the Group.

76% EMPLOYEE ENGAGEMENT SCORE LAUNCHED FORESIGHT GROUP SECONDMENT PROGRAMME

PEOPLE AND SUSTAINABLE CULTURE TEAM INTERNATIONAL

COVERAGE

LAUNCHED BESPOKE LINE MANAGER TRAINING

EXITS

Overview Business review Performance and risk GOVERNANCE

BUSINESS MODEL

In a changing world, we use innovative investment solutions to create a sustainable legacy.

Considering our key influences...

Our markets SEE PAGES 22 to 44

Our assets SEE PAGES 22 to 44

Our workforce SEE PAGE 16

Our stakeholders' views

SEE PAGES 55 to 61

Our sustainability SEE PAGES 45 to 54

...our three core business divisions...

INFRASTRUCTURE

• Established infrastructure funds provide direct access to a broad range of infrastructure classes, from renewable energy generation to social infrastructure.
• Experienced investment professionals with strong networks continually assess the landscape for opportunities in core and adjacent asset classes.
• The in-house global team source, develop, operate and manage these investments sustainably on behalf of our clients.

SEE PAGES 23 to 29

PRIVATE EQUITY

• Highly active, sustainably focused SME investment team operating across the UK and Ireland focusing on the up to £10 million transaction sector.
• Leveraging deep regional relationships and high-quality management capabilities to support and enhance our diverse portfolio through prevailing market conditions.
• Ideally positioned to capitalise on the SME funding gap and cyclical nature of bank appetite. SEE PAGES 30 to 37

FORESIGHT CAPITAL MANAGEMENT

• Applying Foresight's deep knowledge of private markets to opportunities in listed markets to provide retail and institutional investors access to real assets and sustainable investment opportunities through actively managed open-ended funds.

1. Varies by fund structure.

SEE PAGES 38 to 44

...for all our stakeholders

20.1pTOTAL DIVIDEND

Clients, advisers and investors

Communities and charities

Suppliers and service providers

Regulators and industry bodies

Diversify

Goal:

and develop new

investment strategies

diversifying into adjacent assets

Strategy in action in FY23:

position in adjacent markets

Hydrogen

Successfully expanded

as green hydrogen and

into adjacent classes such

market

aquaculture

• Continue to invest into core asset classes whilst also

• Utilise and transfer capabilities that we have developed

within the Group's entrepreneurial culture to build our

Overview Business review Performance and risk # STRATEGIC PRIORITIES

Our strategy is enacted under three key areas:

Grow

our existing investment platform

Goal:

• Develop pipeline of institutional fund launches, leveraging our experience and performance track record
• Scale up our deployment, generating operating leverage

Strategy in action in FY23:

£172 million

Private Equity division organic fundraising in the year1

Year ahead:

trends

£690 million

deployed by Infrastructure (FY22: £484 million), with substantial future deployment rights of £1,657 million (FY22: £427 million)

Year ahead:

• Utilise our existing green hydrogen infrastructure portfolio, and our experience in developing renewable energy projects, to strengthen our position in what we believe is a key area in helping companies and countries worldwide
• Continue to build diversified portfolios across the Group to deliver on their decarbonisation commitments, reduce risk and deliver robust, attractive returns

Carbon trading

Forestry Company became

Stock Exchange's Voluntary

a member of the London

Carbon Market

the first listed fund to become

Foresight Sustainable

Expand our geographic

footprint

Goal:

• Expand investment strategies geographically
• Attract investors from across the globe

Strategy in action in FY23:

ICG acquisitionExpansion into US

Transformational acquisition, strengthening international offering and establishing Foresight as one of the leading renewable generation and infrastructure investors in Australia

Appointment as sub-adviser to the Cromwell Foresight Global Sustainable Infrastructure Fund

Year ahead:

• Market both established and new strategies to Foresight's diversified and increasingly international investor base

• Replicate successful expansion into the US through further distribution opportunities across other geographies, including Europe

• Excluding funds already under Foresight management.

• Strong pipeline of organic fundraising scheduled for FY24

and beyond, in markets with long-term structural growth

• Utilise historic leadership in our key markets to benefit from

focus of corporations and governments around the world

investment opportunities created by increasing sustainability

GOVERNANCE

KEY PERFORMANCE INDICATORS

The ongoing successful implementation of our strategy contributed to excellent progress against our KPIs.

Revenue1

Why is this important?

AUM1

• AUM is used to monitor the size and growth rate of our business. It is an important KPI within our industry and allows a simple, high level comparison with our peers
• AUM growth demonstrates how successfully we have implemented our strategy and how that has translated to the strength of our fundraising and future revenue potential

What we achieved in the year?

• We exceeded our growth target, with two strategic acquisitions driving this increase
• We expanded our geographic footprint with 43% of FY23 AUM outside the UK, with 25% in Australia

Strategic alignment Grow Expand

Why is this important?

• Revenue growth allows us to identify any underlying fee margin pressure that may arise when comparing with our rate of AUM growth
• 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?

• We continued to beat market expectations throughout the year as an escalating power price helped to drive valuation increases and revenue generation
• We maintained our target range of recurring revenue which translates to a highly predictable source of future revenues

Strategic alignment    Grow     Expand

Core EBITDA pre-SBP1

£50.2m

(FY22: £31.8m)

Why is this important?

• Core EBITDA pre-SBP is monitored to ensure we are growing the business efficiently, managing our cost base and maximising our operational leverage for the benefit of our Shareholders
• We view this as the profitability measure most relevant to the Group's recurring revenue model (i.e. a cash profit measure after taking out any one-off items, both positive and negative)

What we achieved in the year?

• A record year of profits for the Group with strong outlook for FY24 as we benefit from the annualisation impact of this year's growth

Strategic alignment Grow Expand

The following KPIs are alternative performance measures: Assets Under Management ("AUM") – Recurring revenue – Core EBITDA pre-SBP – Deployment – Staff engagement score

1. Align with our strategic growth targets.

Performance and risk

Overview

KEY PERFORMANCE INDICATORS CONTINUED

Employee engagement remained high as we accelerated deployment and increased our dividend.

20.1p

Why is this important?

• Our business is highly cash generative and we feel it is appropriate to recognise this by paying dividends to our Shareholders. An improved dividend reflects a higher level of cash generation in the period and therefore a higher level of return to our Shareholders
• • We maintain a balance between offering returns to Shareholders and retaining cash within the business for future re-investment and M&A opportunities

What we achieved in the year?

• Our aim is for the absolute dividend payment made to our Shareholders to grow with our operational profitability. The 46% growth in total dividend this year reflects the Group's outperformance in the year

Strategic alignment Grow

Why is this important?

• The rate at which we can deploy funds provides a lead indicator of the strength of opportunities in our key markets and of our competitive position within these to make quality investments
• Our deployment metric includes 100% of gross inflows into the FCM division in addition to investments made in private markets across the Infrastructure and Private Equity divisions

What we achieved in the year?

• We continued to increase the total amount of funds deployed in the period despite the challenging markets
• Infrastructure now benefits from £1,657 million of future deployment rights

Strategic alignment Diversify Expand

£m deployed Future deployment rights £m

Why is this important?

• Our engagement survey measures our employees' emotional connection working for Foresight, their plans to stay, and motivation to go the extra mile
• We ask four employee engagement questions, taking the average score across those questions to obtain the overall engagement score for the survey

What we achieved in the year?

• We continue to benefit from a world-class level of engagement from our employees, above many of our peers
• This year's result was particularly pleasing given the two acquisitions completed in the period which contributed to over 50 new employees joining our team

Strategic alignment Grow

The following KPIs are alternative performance measures: Assets Under Management ("AUM") – Recurring revenue – Core EBITDA pre-SBP – Deployment – Staff engagement score

1. Align with our strategic growth targets.

FORESIGHT GROUP HOLDINGS LIMITED Annual Report and Financial Statements FY2321

STRATEGIC REPORT OverviewBusiness review Performance and risk

GOVERNANCE

FINANCIAL STATEMENTS

STRATEGIC REPORT

BUSINESS REVIEW

WHAT'S IN THIS SECTION

IN FR AS TR UC TU RE	23
PR IVA TE EQ UI TY	30
FO RE SIG HT C AP ITA L M AN AG EM EN T	38
SU ST AI NA BI LIT Y	45
OU R S TA HO S KE LD ER	55
SE CT IO N 1 72 ( 1) ST AT EM EN T	62

MANFREDONIA, ITALY an energy-from-waste plant, part of Foresight's and JLEN's portfolios.

GOVERNANCE

BUSINESS REVIEW

Foresight's investment strategies are designed to generate long-term investment returns while making a positive impact on the world and creating a sustainable legacy for future generations.

STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

GOVERNANCE

FINANCIAL STATEMENTS

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INFRASTRUCTURE

AT A GLANCE

As one of Europe's and Australia's most established real asset investors, we set our sustainable investment strategies in the context of the trends shaping our planet and society.

Total team of 173 consisting of:

58 investment professionals with broad infrastructure experience

90 asset management experts, creating value across our portfolio

25 technical professionals and support staff

MOUNT MERCER, AUSTRALIA part of Foresight's portfolio.

Performance and risk

Overview # BUSINESS REVIEW CONTINUED

Our sustainable investment strategies focus on renewable energy generation, renewable energy enabling projects (such as flexible generation and battery storage), and energy efficiency management solutions, alongside social infrastructure, transport businesses, digital infrastructure and natural capital.

406 ASSETS MANAGED

4.4GW TOTAL GREEN TECHNOLOGY CAPACITY

Norway1 asset

Infrastructure AUM by sector

Sustainable land and food 4%

• Digital 1%
• Uninvested 6%

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MARKET OPPORTUNITY

The infrastructure market is characterised by powerful long-term structural trends, in particular the transition to a low-carbon energy system and the decarbonisation of core infrastructure industries and services. We are also seeing increasing emphasis on sustainable agriculture, aquaculture and natural capital, including the role of forests, soil and oceans in sequestering carbon and maintaining biodiversity.

Strong global decarbonisation and green recovery agendas

Energy security is a much greater priority for many governments, with Russia's invasion of Ukraine acting as a driver to the market penetration of renewable energy

Sustainability-led investment is increasing across key markets

Investors increasingly attracted to uncorrelated returns offered by sustainable infrastructure

Overview

Foresight's Infrastructure division is one of Europe's and Australia's most established real assets investors. As at 31 March 2023, we managed 406 infrastructure assets across 12 distinct infrastructure sectors, including assets with 4.4GW of total green energy technology capacity.

The team comprises 173 investment, commercial and technical professionals who provide a complete end-to-end solution for retail and institutional investors, from investment origination and execution, including sourcing and structuring transactions, to the ongoing and active technical, commercial and operational management of our assets. We have continued to thoughtfully expand the team in FY24, reflecting our commitment to growing and strengthening our infrastructure offering for investors.

We utilise our established international networks to access the best available markets at any given time. The division is able to deploy and manage 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 enables us to maximise return on investment.

Our in-house asset management team focuses on operational performance, asset optimisation, commercial and operational management as well as useful life enhancement, with the objective of generating sustainable long-term asset operations and associated economic benefits. We believe this team provides the wider Foresight Group with a competitive advantage that few in the market can offer.

Our sustainable investment approach

Our sustainability-led investment strategy remains central to the investment decisions we make and actions we take. We strive to create a sustainable legacy for future generations, through investments that offer attractive risk-adjusted returns and measurable positive impact.

In order to ensure we invest in assets that will deliver this, we utilise our proprietary Sustainability Evaluation Tool ("SET"), which allows us to integrate ESG factors throughout the investment lifecycle. With this, we not only evaluate its performance but identify areas that would benefit from strategic improvement.

We score investments against key assessment parameters across five key areas:

i) Sustainable development contribution – the contribution made towards the global sustainability agenda

ii) Environmental footprint – the environmental impact of an investment

iii) Social welfare – the interaction with local communities and the welfare of employees

iv) Governance – the compliance with relevant laws and regulations

v) Third-party interactions – the sustainability of key counterparties and the broader supply chain

These criteria act as a guide for us to review and consider all possible investments. The SET has been designed to be flexible so that it can easily be adapted to new sectors, frameworks and standards that continue to develop as the sustainability agenda matures. This gives us further confidence in the investments we make, knowing each of our assets will continue to make a measurable contribution to our sustainability standards.

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Our sustainable investment approach continued

Our efforts with regard to sustainability have been recognised in the year as our Foresight Sustainable Forestry Company became the first listed fund to receive the London Stock Exchange's Voluntary Carbon Market designation. This helps us stand out to those investors proactively looking for funds that make a tangible difference in the world; our Foresight Sustainable Forestry Company strives to do this, for example, through its UK afforestation pipeline, helping the UK's carbon offsetting efforts.

Performance, fundraising and capital deployment

Our divisional AUM increased by 50% to £9.5 billion (FY22: £6.3 billion) in the period, with the transformational acquisition of Infrastructure Capital Group in Australia during September 2022 adding c.£3.0 billion to AUM. Foresight Australia is already benefiting from the integration of the acquisition, continuing to invest in attractive investment opportunities. One of the flagship funds, Australian Renewables Income Fund ("ARIF"), raised A\$75 million (£41 million1) of committed capital in Q4 FY23. With the already high demand for renewable energy only increasing, we have an FY24 infrastructure fundraising pipeline in place and have already received further commitments for ARIF post period end.

We also continue to build scale through substantially increased capital deployment in FY23, with 54 transactions completed (2022: 41) at a total value of £690 million (2022: £484 million), rising to £2,347 million (2022: £911 million) when including future deployment rights of £1,657 million (2022: £427 million).

1. Converted from AUD to GBP at an exchange rate of 0.5424 decarbonisation commitments. as at 31 March 2023.

ARIF CASE STUDY

Foresight has always seen Australia and New Zealand as nascent markets that would, over time, provide considerable opportunities for the division, and this was strengthened by the acquisition of Infrastructure Capital Group in September 2022. Now fully integrated, Foresight Australia benefits from enhanced investment, product development and distribution capabilities.

Our Infrastructure division manages three open-ended funds in Australia: Diversified Infrastructure Trust ("DIT"); Energy Infrastructure Trust ("EIT"); and Australian Renewable Income Fund ("ARIF").

ARIF holds a diversified portfolio of wind, hydro and solar assets, which we operate directly, across Australia. It also has partnerships with major global utilities investing in renewable energy in Australia, including Engie, ANZ and Shell. Geographical and technological diversity across the portfolio ensures that investment returns are resilient and not dependent on the performance and conditions at a single site, market or technology, with an investment pipeline across wind, solar and BESS projects. We are currently actively fundraising for ARIF, which remains focused on the renewable energy sector across Australia and New Zealand. This fundraising activity will continue in FY24 and beyond through our existing Australian investors, the Group's wider investor base and reaching out to new investors.

Current interest in sustainable funds such as ARIF is driven by the ongoing investment being made in Australia into renewable energy assets. This largely reflects the ongoing and active transition from legacy coal-fired power stations to new renewable energy provisions.

ARIF also stands to benefit from the Australian Government's commitment to being net zero by 2050. When combined with the significant corporate support committed to achieving this milestone, this drives the long-term and growing demand for renewable energy assets.

We look forward to delivering further value from the fund over time, whilst supporting the Australian Government in meeting their

ZENITH, AUSTRALIA part of Foresight's portfolio.

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Performance, fundraising and capital deployment continued

As part of our Foresight Energy Infrastructure Partners ("FEIP") strategy, we endeavour to drive strong diversification across technologies and geographies, acquiring complementary and negatively correlated assets to deliver a superior risk-adjusted return. Since the conclusion of our FEIP I fundraising, we have made good progress with the deployment of the Fund. Of total commitments, 90% have been reserved for 13 existing investments spread across all areas of the strategy, including solar, onshore and offshore wind, green hydrogen production, battery storage and an international interconnector.

Alongside the growth of our AUM and scale of deployment in the period, we have executed a number of profitable realisations. For example, the sale of Foresight Solar & Technology VCT's portfolio of solar assets and Foresight's EIEIS portfolio of Spanish and Portuguese solar assets enhanced the profitability of the wider Group through the generation of £3.6 million in performance fees.

Market developments

In line with the Paris Agreement, many countries continue to push to be carbon net zero by 2050. Given the scale of this task and the considerable effort and investment needed, increasing governmental regulations are helping to drive the large-scale changes needed globally to make the transition to renewables to achieve decarbonisation. This will be a major driver for investment decisions and is presenting further opportunities for sustainable growth for those funds with ambitions to make a positive impact. A number of strategic plans and new regulations have been announced over the year that will facilitate this transition.

FORESIGHT SOLAR & TECHNOLOGY VCT CASE STUDY

What sets us apart in the market is our strong investment strategies, our asset management capabilities and the value we add to our investment assets throughout their lifecycle. Having successfully exited the solar asset portfolio held in our Foresight Solar & Technology VCT in the year, this stands out as an excellent example of our approach to asset management.

Investment portfolio: The Foresight Solar & Technology VCT invested in a 75MWp portfolio of 11 ground-mounted and one rooftop solar projects across England, Wales and Northern Ireland.

Asset management and value creation: Our scale and expertise allowed us to add value in a number of ways, including establishing extended asset life, negotiating strong performance guarantees, which generate compensation for the Fund if not met, and undertaking detailed investigations into, and rectification of, any construction-related defects to ensure the long-term reliability of components.

During 2020 and 2021, we also refinanced the existing debt facilities – locking in debt at historically low interest rates and protecting investors from rising interest rates throughout the lifetime of this asset, whilst delivering rising value for the Fund resulting from inflation and elevated power prices.

We were also able to leverage the scale of our solar portfolio to negotiate a new operation and maintenance contract, while also using our expertise to secure extended warranties to ensure the assets' long-term reliable generation.

In keeping with our sustainability ethos, we aided biodiversity, allowing for sheep to graze and for beehives to be erected at suitable sites. It was important for us to also establish a decarbonisation agreement with contractors across the portfolio.

Profitable realisations: Following an initial strategic disposal of two assets, we successfully disposed the remaining portfolio assets in February 2023. The final sale price delivered a strong return to Shareholders of c.140 pence per Ordinary Share (last reported NAV: 131.2 pence per Ordinary Share in September 2022), with a tax-free total return to investors of c.185 pence per share. Valuable performance fees were also generated for Foresight Group, resulting in a material upgrade to consensus Core EBITDA pre share-based payments.

This example reflects the strength and expertise that lies within Foresight and the essential commercial, technical and financial capabilities of our established asset management teams.

OverviewBusiness review Performance and risk GOVERNANCE

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Market developments continued

In April 2022, the UK Government published its energy security strategy and in May 2022 the European Commission presented its REPowerEU plan, both of which aim to drive improved energy efficiency and the integration of renewable energy options into the power matrix. The political impetus behind these policies to achieve energy security creates increased investment opportunities for us.

In November, the 2022 United Nations Climate Change Conference, COP27, delivered limited progress in strengthening the objective of reducing emissions and not exceeding the 1.5 degrees Celsius threshold. We remain confident that the commitment to climate change initiatives will grow stronger in the coming years and more global emissions will be covered by net zero pledges, supporting further investment in the energy transition.

In March 2023, the UK Government published its Net Zero Growth Plan and the Energy Security Plan, which together form the Powering Up Britain Plan. This outlines a range of new commitments for the ongoing energy transition, including £20 billion for carbon capture, £380 million for electric vehicle charging and £240 million for new green hydrogen projects. It also created Great British Nuclear ("GBN"), with the target to deliver 25% of the energy mix by 2050.

Two important pieces of European legislation were also announced in March 2023, the Net-Zero Industry Act, which aims to accelerate the rollout of key renewable technologies, and the Critical Raw Materials Act, which aims to ensure the supply of critical minerals required for the build out of zero-carbon energy infrastructure. Both Acts are to be discussed and agreed upon by the European Parliament and the Council of the European Union before adoption.

The UK Autumn Statement introduced the Electricity Generator Levy from 1 January 2023, a 45% temporary tax on exceptional renewable generation revenues resulting from high wholesale electricity prices. Similar levies and power price caps have been announced across Europe. The temporary introduction of the new levy will impact investment returns at a period when the cost of capital for energy transition investments is increasing, potentially impacting the development of new projects. However, we remain committed to investing in energy transition strategies and will continue to engage with the UK Government to create an investment landscape that delivers high-quality energy infrastructure which is crucial for boosting energy security and economic productivity.

Infrastructure outlook

Despite increased inflation and interest rates, powerful long-term structural and regulatory tailwinds within the sustainable infrastructure market remain. This will support the growth of our established strategies whilst also providing opportunities to expand into adjacent asset classes.

There continues to be a global focus on achieving decarbonisation, through the core renewables market and decarbonisation of core infrastructure industries and services, whilst also establishing alternative approaches to energy generation, storage and distribution. Governments have set targets to deliver on this, and to achieve the EU's target of being net zero by 2050, wind and solar capacity needs to grow 20-25% each year to 2030. This equates to around €1.2 trillion of much-needed investment in this decade alone. With our extensive experience in solar and wind across all aspects of the value chain, we are well placed to act as the long-term holder and manager of these assets. We will continue to build diversified portfolios to deliver attractive, risk-adjusted returns, while keeping the key principles of sustainability at the heart of what we do.

WILDFLOWER SEED COLLECTION at Fordie Estate, Scotland, part of Foresight Sustainable Forestry Company Plc's portfolio.

OverviewBusiness review Performance and risk GOVERNANCE

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Infrastructure outlook continued

Within the renewables market, our energy transition mandates will continue to target clean energy generation investments as well as the infrastructure that is necessary to support and enable the resulting power systems. We aim to undertake fundraising for FEIP II in FY24/25, building on the strong foundations of FEIP and benefiting from accelerated decarbonisation targets resulting from the increased focus on net zero, security of supply concerns emanating from geopolitical shocks and the regulatory tailwinds of the US Inflation Reduction Act and EU Net-Zero Industry Act.

Another key area emerging from this ongoing effort to reach net zero is the low-carbon, or green, hydrogen market. We believe there will be a complex transition in the hydrogen market, driven by the simultaneous electrification of industry and the growth in new demand from energy users. With analysts predicting significant growth in the hydrogen market by 2050, this could equate to a €5.0 trillion investment needed in the infrastructure to achieve ambitious net-zero targets by this date. As a result of our existing hydrogen infrastructure portfolio and our experience in developing renewable energy projects, we have a clear competitive advantage, enabling us to deliver successfully in this evolving marketplace.

The future foods market also presents us with a significant opportunity. Currently under-reported, global food systems are under increasing pressure because of growing populations, climate change and greater geopolitical conflict. Greater environmental concerns have been raised about traditional forms of food production, resulting in the development of technology-based food production solutions that promise increased productivity, efficiency and sustainability. Institutional investors have an important role in driving the transition to more sustainable and resilient food systems. The Group's proven ability to support management teams to build out their business platforms can create attractive real asset investment opportunities for private investors whilst also helping the food sector deliver against challenging net-zero targets and corporate responsibility agendas.

Global decarbonisation targets will require increasing amounts of private capital to deliver the necessary infrastructure projects, providing our experienced team with a wealth of near-term and multi-year opportunities across several markets.

STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

FINANCIAL STATEMENTS

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PRIVATE EQUITY

We aim to be the capital provider of choice for small companies in the UK, Ireland and beyond. We provide equity and credit across a broad range of sectors and development stages, partnering with promising companies to help them achieve their ambitions and create long-term sustainable growth.

EQUITY TRANSACTIONS

DURING FY23

INVESTED IN EQUITY AND PRIVATE CREDIT TRANSACTIONS IN FY23

What we do

GOVERNANCE

Growth Private Equity

Venture Capital

Private Credit

200 DEGREES COFFEE a collection of distinctly independent coffee shops, part of the Private Equity portfolio.

Overview Performance and risk

GOVERNANCE

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Foresight's Private Equity division offers a variety of fund structures to facilitate investment by both institutional and retail investors. We make venture capital, growth private equity and private credit investments through our growing network of eight UK offices and our Dublin office. In addition, we provide private credit to secured lending companies, the majority of which service the UK SME market.

Overview

Our Private Equity division manages investments in over 250 small companies across the UK and Ireland. In line with the Group's diversified business model, investments cover a wide range of sectors, including healthcare, business services and Telecommunications, Media and Technology ("TMT"), providing greater portfolio resilience throughout economic cycles.

AUM at 31 March 2023 was £1.4 billion, a significant increase of 54% on the prior year (2022: £0.9 billion), representing our strongest performance to date through both organic and acquisition activity.

In the year we grew our distinctive regional footprint further; increased our investment team by 15 (+47%), we opened a new office in Leeds and partnered with the AIB in Ireland to open our first office outside the UK. This ongoing commitment to growing the division reflects the confidence we have in our investment decisions and alignment with key growth markets. Whilst we recognise the impact that consumer pressures have had, including the softening of some of our end markets, we are still achieving strong returns that evidence the strength, capabilities and experience of our Private Equity division.

The successful acquisition and integration of the technology ventures division of Downing LLP substantially increased Foresight's existing ventures offering and added £275 million of AUM, with these funds complementing the Foresight Williams Technology fund's hard tech and industrial software focus. The investment teams focusing on these funds complement each other and have created a larger and more resilient centre of excellence focused on venture investing within the Foresight Private Equity division. 13

Division AUM split Growth Private Equity: £837m Venture Capital: £391mPrivate Credit: £201m

Portfolio split by carrying value

• Business services: 9%
• Consumer/leisure: 10%
• Engineering/industrials: 9%
• Healthcare: 14%
• Industrial and manufacturing: 11%
• Technology, media and communications: 26%
• Private credit: 21%

Division investment vehicles

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MARKET OPPORTUNITY

Foresight Private Equity is one of the most active regional small company investors in the UK and Ireland. We target investment in sectors with favourable long-term trends and structural growth drivers, partnering with promising companies to achieve long-term sustainable growth. Investments cover a range of maturity profiles, from early stage to more established companies. Annual revenues at portfolio companies are typically in the £2 million to £20 million range, although venture and seed investments can be into high tech, pre-revenue companies, which include university spinouts.

Our regional focus aligns with the UK Government's agenda to invest in and grow regional economies outside London and the South East

We believe transactions requiring up to £10 million are the most attractive in the UK market from a value creation perspective

Opportunities are increasing in the secured lending and private credit market, as SMEs look for alternatives to the high street banks for borrowing

We target sustainable companies that can deliver local impact. Progress on ESG is synergistic with value creation

We are well placed to capitalise on the SME funding gap and cyclical nature of banking appetite

Sustainable investment approach

As the Group's ethos, sustainability is key to our investment management approach. We look to invest in those small companies that can deliver impact and demonstrate a continuous improvement approach to environmental, social and governance practices. Our expertise in growing businesses has long been recognised, but central to this is our ability to grow responsible, self-sufficient, sustainable businesses. We believe this not only improves business performance, but helps companies stand out from their peers and enables us to drive real additional value through to an exit.

We review investments across four Sustainable Development Goal aligned themes, to understand where each investment may have the greatest impact:

• Health
• Research and innovation
• Quality employment at scale
• Local infrastructure and the environment

Our investment team also apply five ESG principles to evaluate, monitor and encourage portfolio companies to make improvements:

• 1. Awareness: ESG/sustainability issues on the agenda at board meetings
• 1. Environmental: Environmental policies and track record
• 1. Social engagement: Community and stakeholder engagement
• 1. Governance: Policies and risk management
• 1. Third-party interactions: Supply chain transparency and interactions with other stakeholders

We are delighted that our achievements in this field continue to be acknowledged by the industry, and we received several awards during the year. This allows us time to reflect on our success at establishing our division as leading sustainability investment specialists. Investing sustainably is core to our investment approach – we do business responsibly and help our portfolio companies do the same.

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Performance

The division delivered an outstanding performance across the year. We demonstrated our capabilities in sourcing and completing investments, and delivered strong exits despite the volatility in the economic environment.

The funds deployed came from 21 vehicles, of which 17 continue to make new investments, and cover a wide variety of sectors and investment types. All our funds are making good progress with deployment and are investing capital at the rates we anticipated.

Throughout the year we have made 21 exits at an average cash-on-cash return of 3.7x. The most recent exits in Q4 FY23 included the following portfolio companies:

• Datapath is a true global market leader in the design and development of video wall, multiscreen displays and control room solutions. Foresight supported the company through a period of material growth, which saw revenue rise from £7 million to £25 million. The exit delivered an 11.7x cash-on-cash return for Foresight managed funds.
• Innovation Consulting Group Limited (Gov Grant) is a leading innovation tax specialist which utilised Foresight's experience to help it through a period of considerable growth, strengthen the management team and get it ready for the next stage of its growth journey. The sale delivered a 4.5x cash-on-cash return for Foresight managed funds.

• Mowgli has become one of the UK's most popular restaurant chains, thanks in part to investment from Foresight. The Group invested when there were only three restaurants and helped the company grow to become the leading Indian casual dining group in the UK, with 15 sites now nationally. The exit returned 3.5x cash-on-cash to Foresight managed funds. Please see page 34 for further details.

These exits build on the strong track record evidenced in the prior year and reflects our insight into market trends and understanding of the investment lifecycle despite the currently challenging macroeconomic backdrop.

Capital deployed (£m)

Growth Private Equity: £78m (FY22: £61m) Venture Capital: £27m (FY22: £20m) Private Credit: £69m (FY22: £49m)

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MOWGLI CASE STUDY

Established in 2014, Mowgli is a fast-growing chain of casual, authentic Indian street food restaurants, that offers a home-from-home environment for customers. We invested in Mowgli in 2017 when it had two sites in Liverpool and one in Manchester, due to its differentiated market proposition, market-leading financials and brand proposition.

The hands-on approach we take with our SME investments let us work together with Mowgli to strengthen the management team, shape their strategy and site rollout plan, and support improved governance at board level.

We also shared a common passion for sustainability with them, with ESG principles a key aspect of our investment ethos and core to the Mowgli brand proposition. In alignment with our "Quality Employment at Scale" theme, we helped Mowgli create more than 500 new sustainable jobs. The restaurants raise money for both The Mowgli Trust and local charities and follow environmentally friendly policies, including sustainable sourcing and energy usage.

Through our Mowgli investment we have generated strong returns for our investors, including local authority pension funds. Hands-on management has helped the company through COVID-19 and the recent downturn in the consumer economy. Mowgli is now established as one of the UK's most popular restaurant chains.

In January 2023 we announced our successful exit from Mowgli, delivering a 3.5x cash-on-cash return to Foresight managed funds. Having supported the group to grow from three sites to 15, we helped position the company for success in the next stage of its journey.

OverviewBusiness review Performance and risk

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EKKOSENSE CASE STUDY

EkkoSense, headquartered in Nottingham, is a leading provider of thermal consultancy services, monitoring software and sensors for data centres.

The world is creating more data than ever before and as demand continues to grow this is putting more strain on the data centres that gather, store and share data. The processing systems in data centres are very energy-intensive and generate a lot of heat. This in turn requires a lot of energy to cool the servers to the optimum operating temperatures. Providers are under pressure to run cost-efficient centres with reduced power consumption and lower carbon emissions. This is a key area where EkkoSense solutions make a real difference. As the amount of data increases exponentially, so too does the market opportunity for EkkoSense.

In November 2016, we made our initial investment in the company to enhance and fully develop its market-leading software. In line with our sustainability ethos and objectives, EkkoSense solutions are helping reduce the energy used to cool data centres by up to 30%, with the equivalent reduction in carbon emissions. Given the scaling up needed in data centres to meet future demands, these emission savings will play an even bigger part in reducing the future impact data centres have on the environment.

Utilising our international expertise we have worked with EkkoSense to help strengthen its management and leadership capabilities, encouraged further investment into sales and marketing channels and supported expansion into the US. We believe there are further expansion opportunities for the company globally, helping the world's largest data centre companies and operators manage risk, increase capacity, reduce energy consumption and lower carbon emissions.

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Fundraising

During the period we delivered exceptional organic fundraising primarily through our private equity Limited Partner vehicles, with retail inflows also achieved across our venture capital and private credit offerings.

Private equity institutional inflows were driven by successful first closes of four new funds (+£132 million)1, with additional commitments to existing and new institutional funds totalling £40 million1. As a result of these fundraising activities, offices have now opened in Dublin and Leeds, with a presence established in each region.

• The Foresight Regional Investment IV LP is a continuation of our regional investment strategy and will support the growth of smaller companies throughout the North-East of England, North Yorkshire, West Yorkshire, the East Riding of Yorkshire and North Lincolnshire. The fund is cornerstoned by Durham County Council, with support from Teesside Pension Fund and the British Business Investment Bank (the commercial arm of the British Business Bank) at second close. First and second closes totalled £24 million1 and £20 million respectively.
• We have also been appointed by the West Yorkshire Combined Authority to manage a new £20 million fund to support SMEs throughout West Yorkshire. The Foresight West Yorkshire SME Investment Fund will make a significant contribution to West Yorkshire's economy by supporting companies' growth plans and creating high-quality, local jobs.
• AIB, Ireland's largest financial services provider, appointed Foresight to manage a new SME equity fund. The AIB Foresight SME Impact Fund, which is aiming to raise €75 million, raised €30 million at first close and will support small and medium enterprises in building a greener future for Ireland.
• Foresight Regional Investment Fund V LP, our second fund focused on SMEs in Scotland, achieved a £62 million first close from institutional investors. This Fund is dedicated to investment in Scotland and has cornerstone support from Strathclyde Pension Fund and British Business Investments, a wholly owned commercial subsidiary of the British Business Bank. The Fund will invest into SMEs across Scotland; supporting the local Scottish economy, delivering a positive social impact and creating high-quality, local jobs.
• Additional commitments were raised in two further institutional funds. The Foresight Regional Investment III LP secured additional capital of £4 million1 from both existing and new investors, enabling it to further its impact and support of established, profitable small cap companies in the North-West region. Foresight manage part of the Midlands Engine Investment Fund, focused on the East Midlands, and received a further £16 million additional commitment this year from the British Business Bank, evidencing the strength of this important strategic relationship.

Retail inflows in the period included a number of our venture capital funds launching offers for subscription, successfully raising £64 million in aggregate.

In addition, our Foresight Inheritance Tax Fund, which also invests into private credit assets which are then managed by the Private Equity division, allocated £51 million of total FY23 fundraising to our private credit strategy.

1. Excluding funds already under Foresight management.

OverviewBusiness review Performance and risk GOVERNANCE

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Private equity market outlook

We expect the coming year to build upon the exceptional performance and fundraising activity delivered in FY23. We will utilise our experience and differentiated operating model to remain one of the most active SME investors, whilst also benefiting from a full 12 months of revenues generated from the funds raised in FY23.

The investment portfolio is well diversified against the backdrop of a challenging economic environment, with a broad base of both well-established smaller companies and earlier-stage high-quality growth companies across a range of sectors. This diversification, as well as our experience of investing through various economic cycles and the low interest rate exposure of our portfolio companies, continues to enable us to successfully navigate the volatility that has been felt across many of our markets recently.

The investment pipeline for FY24 is strong, with the significant fundraising delivered during FY23 providing a platform to deploy capital into attractive investment opportunities that we source through our differentiated network, both regionally across the UK and Ireland and more internationally in the case of venture capital investments. By targeting markets supported by favourable long-term trends and structural growth drivers, such as the UK Government's levelling-up agenda, which aims to support business growth in the regions, our division is well positioned to continue to deliver strong performance. Current market conditions will also only widen the SME funding gap and suppress bank appetite, increasing the number of attractive opportunities available to our funds.

In line with the increasing global focus on decarbonisation, we recognise the opportunities that are arising as governments and companies look to progress their efforts to achieve their net-zero targets. For example, we appreciate the role of hydrogen in the broader energy market transition and therefore this is something we are following closely. Foresight Group has been developing its experience in hydrogen through the Infrastructure division, and we are working to utilise and build on this to put Private Equity in a position of strength to undertake venture deals in the hydrogen market. We believe that hydrogen is a long-term energy source that will come to prominence over the medium term. We are teaming up with the leading hydrogen investors and potential users to build our presence in this market and ensure that we are ready for this expansion. This knowledge-sharing is a key strength of being a part of the wider Foresight Group; we benefit from the wealth of experience and expertise in place across the business, allowing us to learn from the combined experience of our Infrastructure and Venture Capital approaches in the market. This is one of the factors that helps us secure a leading position in new and emerging markets.

We are confident that FY24 will deliver another year of strong performance for the division as the full-year effect of the progress delivered in FY23 becomes apparent. Our diverse business model, across investment stage sectors and end markets, remains well positioned to respond to new developments as the market adapts to a challenging macro landscape and also to take advantage of new opportunities as they arise.

200 DEGREES COFFEE a collection of distinctly independent coffee shops, part of the Private Equity portfolio.

STRATEGIC REPORT Overview Business review Performance and risk

GOVERNANCE

FINANCIAL STATEMENTS

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FORESIGHT CAPITAL MANAGEMENT

AT A GLANCE

We leverage Foresight's deep knowledge of private markets to provide access to real assets and sustainable investment opportunities in listed markets.

Investment strategies UK Infrastructure IncomeGlobal Infrastructure

Sustainable Real Estate

Sustainable Future Themes

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As a leader and innovator in sustainability-led investment strategies, FCM is well placed to develop and implement actively managed investment strategies to address the evolving investment landscape. Core investment competencies cover renewable energy, the energy transition, infrastructure, real estate and sustainable equity.

ASSETS UNDER MANAGEMENT

£1.3bn

DIFFERENTIATED INVESTMENT STRATEGIES

7INVESTMENT VEHICLES 12

4

DEDICATED PROFESSIONALS

2 INSTITUTIONAL SUB-ADVISORY MANDATES

AUM by strategy as at year end UK Infrastructure Income £632.8m Global Infrastructure £565.0m Sustainable Real Estate £97.9m Sustainable Future Themes £10.2m

OverviewBusiness review Performance and risk GOVERNANCE

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MARKET OPPORTUNITY

Globally, there continues to be demand from retail and institutional investors for access to sustainability-orientated investment products that hold listed securities in asset classes such as infrastructure and real estate. Our differentiated approach to this market sets us apart from others, drawing on Foresight Group's experience in investing in private markets through the Infrastructure and Private Equity divisions. This allows us to effectively apply this knowledge and skills base to make compelling investments in public markets.

Continued demand for our open-ended funds

International investors demanding access to sustainable investment strategies, with FCM vehicles now covering the US as well as Europe

Opportunity for us to launch further investment vehicles globally to provide access to our existing strategies

Our FCM platform is scalable and has significant capacity for further growth in AUM

Potential to expand the existing investor base beyond the current focus on IFAs and wealth managers

Overview

Our team of specialist listed securities professionals follows a sustainable, active and bottom-up investment strategy. The team of 12 draws on the wider Group's experience of investing in private markets through the other divisions 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 aligned to our sustainable investment policy, creates valuable capabilities and insights that are hard to replicate. By establishing our position as thought leaders, we have also enhanced the sophistication of our approach beyond others in the market.

Our division's UK distribution is primarily through independent financial advisers ("IFAs"), wealth managers and private banks. We work to develop strong relationships with these intermediaries, aiding capital retention. We also act as sub-advise to two external fund groups: VAM Funds in Europe and Cromwell Funds in the US.

Our investment approach is to target those companies at the leading edge of global sustainable development. We seek to support those businesses that are at the forefront of driving change and making a tangible, sustainable difference. To achieve this, we follow a rigorous process to ensure that we continue to identify those companies in growth markets that can offer ongoing resilience, especially during periods of macroeconomic uncertainty.

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Investment strategies and funds

FCM offers four investment strategies, which can be accessed through four UK, one US and two Luxembourg domiciled funds:

S tr te a g y	ds Fu n	tm t fo Inv es en cu s
fra UK In str tu uc re	fra FP Fo ig ht UK In str tu Inc e F d ( "F IIF ") res uc re om un	nfr Ha s F ig ht' s i tru ctu inv tm t e ert ise d t s i nto rne sse or es as re es en xp an ap th e d d f low lat ilit ed ict ab le infl ati -lin ke d i em an or er- vo y, pr on nc om e. La ch ed in 20 17, th ha al of £6 33 illi tra teg n t o t ot t a ts un e s y s g row ne sse m on 31 Ma rch 20 23 . T he rtf oli ise s l ist ed ies tiv at po o c om pr co mp an ac e a cro ss ab le nd inf wi th a U K f tru ctu ren ew en erg y a co re ras re oc us
Gl ob al Inf tru ct ras ur e	ig ht Gl ob al al Inf nd ( "G ") FP Fo Re tru ctu Fu RIF res ras re VA M Gl ob al Inf Fu nd ( "V AM ") tru ctu ras re ht Gl ob al al Inf nd Fo ig Re tru ctu ( Lu x) Fu res ras re ht ( "F ig SIC AV ") or es Cr ll F ig ht Gl ob al Su ina ble fra sta In str tu om we or es uc re nd Fu	in th ub lic ly de d s ha of ies lo ted in de lop ed Inv ts tra es e p res co mp an ca ve hic h o l in fra ab le ies te str tu or era rea re or ren erg ec on om , w wn op uc ew en y he th ld. ith th -fo d i bje ts in W tm t o cti as se an yw re e w or a gr ow cu se nv es en ve , th lau he d i nd ha al tra teg n J e 2 01 9 a n i ts tot t a ts to e s y w as nc un s g row ne sse illi h 2 £5 65 at 31 M 02 3. m on arc
Su sta ina ble R l E sta te ea	FP Fo ig ht Su sta ina ble R l E sta te Se rit ies Fu nd res ea cu ( "R EF ")	Th is s tra teg lau he d i n J e 2 02 0 t ide in sto wi th y w as nc un o p rov ve rs a h ig hly liq uid d g lob all div ifie d p tfo lio of R l E to sta te ex po su re an y ers or ea Inv t T tm ts. es en rus th e l k o f li id nd ed fu nd he ha dd Giv s i n t U K t t a en ac qu op en -e res s ble al fo d m hi hly sta ina tat e i RE F i su re es n a cu se an ne r, s a g diff d s nti ate tra teg ere y. As 31 h 2 02 th al £9 8 m illi at M 3, tra teg 's t ot t a ts arc e s y ne sse we re on
ina ble Su sta Fu tu re Th em es	ht ble Th nd FP Fo ig Su sta ina Fu tu Fu res re em es ( "S FT ")	Th ble Th l o fiv e S ta ina Fu tu str ate ai to ita us re em es gy ms g row ca p ve r a e rio d b inv tin in ies th at et th e i tm t m er' ye ar pe y es g co mp an me nv es en an ag s /o ina bil ity ite ria fo itiv iro l a nd ial im sta ta ct. su cr r p os e e nv nm en r s oc pa Th cti ris k-a dju d r by in sti in tra teg ta ets at tra ste etu e s y rg ve rns ve ng a lob al rtf oli f s lab le list ed ies th ad dr he th at s t g po o o ca co mp an es co re em es of ina ble de lop d d bo nis ati ke ina ble sta nt ta su ve me an ec ar on as a y s us inv t f . A t 3 1 M h 2 02 3, th 's t al tm tra teg ot t a ts es en oc us s a arc e s y ne sse we re £1 0 m illi on

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Performance

We delivered a resilient performance in FY23, which was characterised by highly volatile and challenging market conditions caused by increased macroeconomic and geopolitical uncertainty.

Persistent inflation and central banks raising interest rates at a fast pace resulted in markets experiencing a reset in valuations. This impacted pricing across risk assets and notably in listed real assets where changes to the discount rate caused repricing based on the long duration nature of cash flows. The market also seemed to under-price the defensive business models and inflation-linked contractual uplifts that the companies in the listed real assets sector benefit from in the prevailing inflationary environment. Geopolitical uncertainty exacerbated the situation, through political instability in the UK and sterling volatility. The Ukraine war was not only a humanitarian crisis but highlighted further weaknesses in global supply chains as commodity prices sharply increased and initially drove the inflation spike. Overall, energy was the best performing sector within equity markets.

Against this challenging backdrop we delivered a robust relative performance, with AUM reduced by 19% to £1.3 billion (FY22: £1.6 billion), reflecting net outflows of £(0.1) billion and market performance of £(0.2) billion. We continued to meet the investment objectives of all our funds in FY23.

The FP Foresight Sustainable Future Themes Fund ("SFT") launched at the end of FY22 and the strong relative YTD performance of -1.5%, being ahead of the benchmark and comparable peer strategies, provides the foundation for ongoing delivery in FY24.

CROMWELL CASE STUDY

Building on FCM's capabilities and

growing track record as a sub-adviser, on 31 January 2023 we launched the Cromwell Foresight Global Sustainable Infrastructure Fund. Our partnership with Baltimore-based Cromwell Funds enables us to build on our success as a sub-adviser, whilst enhancing our reach into the important US asset management market.

A key element of our strategy is to expand our geographic footprint and our expansion into the US delivers on this and further strengthens the resilience of our diversified business model. This new sub-advisory partnership presents us with a low-cost opportunity to build scale within the Fund, as well as elevate the US profile of the Foresight brand.

The Fund mirrors our existing global real infrastructure strategy, whilst being underpinned by our sustainability-led, active and bottom-up investment approach that draws on the wider Group's experience in investing in private markets and applying these skills and knowledge to investing in public markets.

The Fund offers US investors an attractive entry into a portfolio that is focused on sustainable energy infrastructure. We are encouraged by the continued focus on global policies on decarbonisation and believe the recent US Inflation Reduction Act will generate further opportunity for us in the market.

The Inflation Reduction Act focuses on addressing the real threat of climate change and driving the global clean energy economy forward. We are well placed through our fund to capitalise on our extensive capabilities and experience alongside the strong and well-established distribution capabilities of Cromwell Funds to maximise the potential for future inflows.

By partnering with Cromwell Funds in this Fund, we are enhancing the Fund's growth potential, recognising the strong distribution and marketing channels Cromwell Funds has established. We look forward to sharing our successful high-quality investment approach with the Cromwell Funds sales teams and extensive broker and financial adviser network, as we work together to deliver ongoing sustainable investment opportunities and performance.

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Performance continued

We are confident that the Fund should benefit from opportunities in sectors that have secular tailwinds, as well as the strong tailwinds supported by legislation, such as the Inflation Reduction Act, REPowerEU and the Green Industrial Plan in the EU, a response to the US that aims to boost European manufacturing of key transition technologies. SFT is our first mainstream equity fund and its success to date has been built on our in-house expertise in sustainable investing.

In Q4 FY23, we expanded the Group's geographic footprint into the US market through our appointment as sub-adviser to the Cromwell Foresight Global Sustainable Infrastructure Fund. This is our first US fund and provides an important route into the US market, which remains the largest asset management market globally. We have been pleased by the performance of the fund to date with initial inflows already achieved. We are focused on diversifying our geographical presence and the successful launch of this fund is a significant step on this journey, allowing us to access differentiated sources of capital and a wider selection of markets to operate within.

d Fu n	t da te In io ce p n	t h 1 2- T S R m on	t T S R in in io s ce ce p n
FP Fo ig ht UK In fra Inc str tu res uc re om e Fu nd	4 D be r 2 01 7 ec em	( 11. 32 ) %	25 .37 %
ig ht Gl ob al al Inf FP Fo Re tru ctu res ras re nd 1 Fu	3 J e 2 01 9 un	( 14 .18 ) %	26 .27 %
FP Fo ig ht Su ina ble R l E sta sta te res ea Se rit ies Fu nd cu	15 Ju 20 20 ne	( 27 .49 ) %	( 8.8 8) %
ig ht ina ble FP Fo Su sta Fu tu res re Th nd Fu em es	h 2 28 M 02 2 arc	( 0) 5.7 %	( 7) 5.8 %

FCM market outlook

We have navigated the challenging macroeconomic conditions experienced by equity markets in FY23 and remain confident in the underlying fundamentals and earnings quality of our sustainable investments. We will continue to invest in those companies that demonstrate robust approaches to addressing the ongoing challenges being faced in the current economic environment.

In FY24, the division remains well positioned, with underlying sectors such as sustainability, decarbonisation and renewable infrastructure expected to benefit from long-term structural tailwinds. Material legislation passed in recent months, such as the Inflation Reduction Act in the US, should ensure continued flows of investment capital over many decades into core FCM investment themes such as the energy transition.

Our division's expansion into the US market provides a growth opportunity that could exceed that of the current UK business. Additionally, we are actively pursuing further distribution opportunities, with Europe being a key focus in the near term.

A number of our strategies invest into underlying asset classes and sectors that can provide exposure to companies with inflation-linked returns. This element of inflation-linkage should remain valuable to our target investor base and support positive inflows into the funds as IFAs, wealth managers and Discretionary Fund Managers ("DFMs") seek to protect client portfolios from the effects of inflation.

We remain confident in the long-term value of the renewable energy assets within the FCM portfolio. We feel positive about our strategic position and our focus remains on expanding into those adjacent markets that enable us to broaden our current suite of funds, strengthen our offering and differentiate us from others in the market.

1. FP Foresight Global Real Infrastructure Fund strategy has other available access points through funds with various currency classes.

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SFT CASE STUDY

To limit global warming to 1.5°C above pre-industrial levels emissions need to fall by 7% year-on-year over the next decade. This is against the backdrop of an increasing global population, expected to be just under 10 billion by 2050, living more carbon-intensive lives. Stopping economies from performing carbon-intensive activities will not be enough to hit global decarbonisation targets; economies must innovate their way towards emissions reductions through the commercialisation of new technologies and processes. To do this, funding and investment must be available to support those helping deliver on this ambition, which aligns with Foresight's investment ethos.

We launched our FP Foresight Sustainable Future Themes Fund ("SFT") in March 2022 to support our drive to invest into securities positioned to both benefit from and positively impact the global agenda to decarbonise and ensure sustainable economic development. FCM believes that the operational footprint and economic activity of a company is integral in the transition to a decarbonised, more climate-resilient economy. The Fund's sustainable investment process analyses a prospective holding's strategy, economic

activity and fundamental purpose; ensures UN Global Compact, UN SDG and revenue alignment; and includes technology assessments to ensure all companies in the fund portfolio reach the sustainable investment threshold required for inclusion. As a result, the Fund's portfolio has a deep grounding in climate science, overlaying a climate-analytical lens on social issues, and fundamentally impacting the real economy through the products and the services of its underlying holdings.

SFT's sustainable investment pillars have been chosen to ensure capital is invested into companies addressing this global challenge.

1. Sustainable energy: There will be substantial energy system changes to reduce emissions over the next 30 years, including reduced fossil fuel consumption, increased production from zero-carbon energy sources, increased electrification, and the use of alternative energy carriers.

2. Sustainable food, land and forestry: Agricultural production and land use must undergo transformations to protect limited natural resources, generate lower carbon emissions, and secure food for the world's growing population.

3. Waste, water and the circular economy: The circular economy

contrasts with the current "take/make/ waste" linear approach that focuses on the unsustainable use of natural resources to drive economic growth.

4. Health and education: Education is the most powerful lever available for breaking intergenerational poverty.

5. Digital world: The proper development and deployment of digital technology will be necessary for the world to hit its 2030 SDG targets.

The foundation of SFT's sustainable investment approach is based upon the concept of "double materiality". A double materiality approach focuses on a company's operational footprint whilst also assessing the environmental and social impacts of the products and services that company provides. This sets our fund apart from many others, which only assess the internal operational performance of a company, omitting the crucial assessment of the impact of their goods and services. By considering both, we are reassured that we are supporting those companies who ultimately are making the vital tangible and material difference to the decarbonisation of the global economy.

STRATEGIC REPORT Overview Business review Performance and risk

GOVERNANCE FINANCIAL STATEMENTS

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SUSTAINABILITY

Summary of sustainability and climate disclosure

SUSTAINABILITY SUSTAINABILITY REPORT 2023

CLIMATE DISCLOSURE SUMMARY: TCFD CLIMATE DISCLOSURE 2023

MORE DETAIL on our sustainability progress can be found in our inaugural Sustainability Report https://foresight.group/sustainability-report-fy23

OverviewBusiness review Performance and risk

SUSTAINABILITY

Sustainability summary

Sustainability underpins all our investment and business decisions, with our key focus areas continuing to centre around nature, climate, emissions and our culture. This year we have published our inaugural Sustainability Report alongside our Annual Report, which provides the full detail on all that is included in this section.

As a Group, we have continued to progress our approach to sustainability reporting and our commitments to making a positive impact. Without data, we cannot set meaningful goals for our investments or for the wider Group, and so this year we have worked with PwC to develop our own sustainability management platform, "PACT" using Salesforce's Net Zero Cloud application. This will support both the corporate business and our private equity portfolio of SMEs including the Private Equity division's new impact fund, which supports Irish SMEs.

New investment streams in the year demonstrated our commitment to transition the wider economy, not just the energy industry alone.

Whilst we continue to invest in renewable energy generation and enabling projects such as battery storage, we have also invested into geothermal and hydrogen, as well as regenerative farming and sustainable on-land fisheries. To further support our progress. We have created three new sustainability-focused roles, helping us maintain our leading sustainability position and growing AUM.

In June 2022 Foresight officially partnered with the Eden Project to deliver nature recovery across our portfolio and support us in the work we do to engage positively with the natural environment. Since then, we have launched our Nature Recovery Ambition Statement, a collaboratively written document which calls businesses to action, setting out the approach Foresight will take in tackling the nature crisis through the land that we manage and our engagement with communities.

We expect the coming year to bring new challenges, particularly in relation to upcoming regulations. One key area that has had significant traction this past year is human rights. Foresight Group has recently published its Human Rights Rights Policy and we plan to build on this over the coming years to better inform our due diligence processes and our engagement with our supply chains.

hosted at the Eden Project, sustainability partner to Foresight.

on our sustainability progress can be found in our inaugural Sustainability Report https://foresight.group/sustainability-report-fy23

MORE DETAIL

SUSTAINABILITY CONTINUED

Our definition of sustainability

Sustainability lies at the heart of Foresight's strategy, and we recognise that our ability to succeed today is dependent upon our ability to positively enhance the world for both current and future generations.

In all aspects of executing our business plan we retain a focus on the long term, whether it is making investments, building trusted relationships with investors, or creating environments where our employees can flourish and contribute year after year.

The United Nations Brundtland Commission defined sustainability over 35 years ago and the definition has stood the test of time. It is important to keep this in mind as this is the staple definition upon which we base our sustainability approach: "meeting the needs of the present without compromising the ability of future generations to meet their own needs".

We consider sustainability to be the strategic direction and ESG as the framework used to implement sustainability into all we do. We believe that acting conscientiously as a business, and investing responsibly to achieve positive social and environmental outcomes, are critical to the long-term success of both Foresight and the funds we manage. The Group's sustainability strategy builds upon the Principles for Responsible Investment ("PRI") and UN Global Compact ("UNGC") frameworks, of which we have been signatories since 2013 and 2019 respectively.

In 2022 we received our latest set of PRI scores:

Div isio n	Sta rin g ( f 5 ) t o r s co ou
Gr ou p
Inf tru ctu ras re
Pri uit te Eq va y
igh ita l Fo t C res ap Ma nt na ge me	X 2
	X 2

We set ourselves apart from others by the integral role sustainability has in our business model. It is wholly embedded into the investment process ensuring that sustainability considerations are one of the first things that we consider when investing or fundraising and not something we try to implement as an afterthought. It has been at the heart of our business since our creation and will remain there for decades to come.

Carbon reduction plan

It is the responsibility of all businesses and individuals to reduce emissions to mitigate the impacts of climate change and ensure a sustainable future for us all. Over the last four years, we have been measuring our corporate carbon footprint covering scope 1 and 2 emissions and material scope 3 categories, including travel. In FY22 we worked with a third party to calculate our emissions for our investment portfolio for the first time.

Data is knowledge – it will inform strategic decision making and enable us to demonstrate the impact that we're making. With improved data, we can set more meaningful targets and action plans across the full sustainability spectrum. This is particularly important when measuring our emissions and we can set goals for improving data quality so that our emissions reporting becomes more consistent.

MORE DETAIL

on our sustainability progress can be found in our inaugural Sustainability Report https://foresight. group/sustainability-report-fy23

OverviewBusiness review Performance and risk

SUSTAINABILITY CONTINUED

CarbonNeutral® certification

In 2021, the Group committed to neutralising our corporate carbon footprint (excluding financed emissions) annually whilst we worked on our carbon reduction plan with the ultimate goal to achieve net zero emissions across the business. Following the calculation of our emissions annually we work with Climate Impact Partners to select offsets with a focus both on renewable energy avoidance projects and carbon sequestration projects through natural capital investments.

Stewardship Framework

In 2023, we formalised and updated our Stewardship Framework for areas that engage with proxy voting. We are an active owner that upholds its fiduciary responsibilities through maintaining an active approach to stewardship with robust management and governance structures in place.

We published our Stewardship Framework to disclose the processes maintained and oversight in place to ensure that capital is allocated to the areas that create sustainable long-term value for Shareholders. We have devised the Framework to ensure our activities are conducted in a manner that is aligned to the Principles of the FRC's Stewardship Code.

MORE DETAIL on our sustainability progress can be found in our inaugural Sustainability Report https://foresight.group/sustainability-report-fy23

Energy transition

The "just" energy transition is a critical aspect of addressing the global climate crisis. As an investment manager, Foresight Group recognises the urgent need to transition to a low-carbon economy that is both sustainable and equitable. The transition must not leave any individuals or communities behind, especially those who are most vulnerable to the impacts of climate change.

Hydrogen – We are actively engaged in supporting the development and deployment of hydrogen solutions, such as our green hydrogen electrolysis plant investment, recognising its immense potential in the energy transition.

Battery storage – We are one of the few established energy infrastructure investors with a substantial proven track record in the battery storage and flexibility sector. To date, Foresight-managed funds have acquired the development rights for c.400MW of standalone UK battery energy storage system ("BESS") projects, including c.256MW of acquisitions in FY23 that included both distribution and transmission connected projects in England and Scotland.

Nature

In the face of the nature crisis, Foresight is thinking differently and creatively about how we manage, and make the most of, the opportunities our land and waterways afford. In future, we intend to expand the areas of nature we will invest in beyond forestry, for example into soil and oceans.

Nature recovery is also about people and their relationship with the planet. If nature prospers, so will business. Foresight is in a strong position to take action in an organised way, by utilising the land and our contacts to deliver nature recovery and meaningful biodiversity enhancements.

Eden Project partnership

In the year since we launched our partnership with the Eden Project it has become even more evident just how essential it is that businesses collaborate to deliver benefits to nature and support climate change mitigation.

Foresight's Nature Recovery Ambition Statement sets out our ambition to drive nature recovery and deliver biodiversity enhancements across our portfolio. One of the bigger initiatives underway with the Eden Project is the composition of a "Nature Recovery Blueprint", which will seek to guide land managers on the practical actions they can take to measure, manage and improve nature and biodiversity across their land holdings. FSFL's solar portfolio is acting as the basis for this blueprint, and specific sites have been selected as potential pilot projects, where targeted approaches to sustainable land management and proactive, nature-focused interventions will be applied to try and maximise biodiversity gain. Sandridge solar farm is the first of these projects. As one of FSFL's larger sites, it offers huge potential for the implementation of nature recovery interventions that have the ability to create meaningful change to the site's biodiversity.

OverviewBusiness review Performance and risk

SUSTAINABILITY CONTINUED

Adding the "E" to I&D

Foresight is resolute in its dedication to enhancing the employee experience and level of support. We consistently search for innovative approaches to safeguard our strategies and frameworks for the future, ensuring that our staff feel appreciated and supported in all aspects of their work. Additionally, we understand the significance of sustainability and are committed to integrating it into every employee's interaction throughout their Foresight career. Our objective is to foster an inclusive and sustainable work environment that empowers our personnel to prosper both personally and professionally.

We are pleased to announce that our commitment to Inclusion and Diversity ("I&D") now incorporates equity, a crucial component in addressing systemic barriers and disparities to foster a supportive and inclusive workplace culture for all employees at Foresight.

As part of this commitment, we were proud to launch our comprehensive DE&I Policy and strategy in FY23, alongside a range of impactful initiatives designed to achieve our targets. Notably, our efforts to promote gender equality have seen progress in our Women in Finance target, with 26% representation in senior leadership roles and bespoke Women in Leadership courses sponsored by our Chairman with our CFO serving as Executive Committee sponsor.

MORE DETAIL on our sustainability progress can be found in our inaugural Sustainability Report https://foresight.group/sustainability-report-fy23

Learning and development

In March 2023, ESG specialist consultants from PwC delivered a training session to the Board and wider senior leadership team at Foresight Group covering "climate and ESG regulation awareness". The presentation was well attended and actively engaged with by members of Foresight's Board, compliance team, Head of Risk, Head of PSC, Head of IR and leaders of the different investment streams. We will continue to deliver similar sessions to our leadership teams on a regular basis.

Additionally, the Foresight Infrastructure Sustainability team ran a scoped emissions training session for JLEN's Board in February 2023. The aim of the session was to give the Board an overview of emissions categories and to develop an understanding of methodologies and challenges in capturing accurate scoped emissions data. The session will help the fund gain further support from the Board to undertake activities to improve the accuracy of the funds' scoped emissions data.

OverviewBusiness review Performance and risk GOVERNANCE

CLIMATE DISCLOSURE SUMMARY: TCFD

The TCFD summary should be read together with our standalone Climate Disclosure which can be found on our website. The full Climate Disclosure contains additional information on our exposure to transition risk and physical risk. The disclosures in this Annual Report are consistent with the TCFD (Task Force on Climate-related Financial Disclosures) recommendations setting out how the Group incorporates climate-related risks and opportunities into governance, strategy, risk management, metrics and targets. The Group continues to develop its metrics and performance targets to better manage climate-related risks and opportunities on its path toward full compliance with the TCFD recommendations.

In the past year, significant progress has been made in strategy through our scenario analysis work with Climanomics and in emission tracking due to the launching of our own Corporate and Private Equity level sustainability platform, "PACT".

Further work will take place in developing scenario analysis beyond our Infrastructure division and into our investment process, as well as improving the data quality flowing into our platform which will facilitate compliance readiness for anticipated ESG regulatory requirements across all our Private Equity portfolio companies and funds.

Our stakeholders expect transparency on our climate-related risks and opportunities, and our reporting assists the understanding of climate change implications for the Group. Climate change will continue to be a defining driver of the global economy, financial markets and society in the future. Investors will be unable to avoid the impact of climate change but can support investment strategies intended to slow, halt and even reverse the rise of average global temperatures.

As a manager of funds invested in sustainable resources and technology, we are predominantly concerned with the indirect emissions from our investments and their potential impact on the environment.

We are committed to improving our analyses of climate-related risks and opportunities, in order to mitigate the risks and safeguard our clients' investments. The TCFD seeks to provide investors with a common reference framework to assess the comparative approaches of investment firms to climate-related initiatives and reporting.

GOVERNANCE

CLIMATE DISCLOSURE SUMMARY: TCFD CONTINUED

Governance

Our Governance structures have remained consistent throughout FY23 with Board and Executive Committee level oversight of climate-related risks and opportunities, and sustainability representatives at all levels. The Executive Committee is committed to ensuring there will be sufficient ongoing training and guidance for the Board.

In March 2023, PwC's ESG specialists delivered training to the Board and the senior leadership team on climate and ESG regulations. The session was attended by members of Foresight Group's Board, compliance team, Head of Risk, Head of PSC, Head of IR and leaders of the different investment streams. Additionally, we conducted a training session on scoped emissions for JLEN's Board in February 2023, led by the Foresight Infrastructure Sustainability team.

These sessions demonstrate our commitment to training and guidance at all levels across the Group. In future, we will incorporate climate-related mandatory training modules to ensure our service remains market leading. Proving our expertise when it comes to handling sustainability mandated, principled and marketed funds is something we feel we must do.

The Sustainability Committee, which is chaired by the Head of Group Sustainability Lily Billings, continues to meet on a monthly basis to implement the sustainability strategy through the Committee and supporting working groups. The Committee aims to promote inclusivity in all activities, ensuring those working in regional and international offices are considered when delivering the sustainability strategy and initiatives and the Committee's strategic recommendations.

We will continue to refine our governance processes to ensure Foresight has sustainable processes and oversight in all areas of the business, to ensure the sustainable strategy is executed consistently.

Strategy

As part of our ongoing development of integrating climate considerations into our business processes, we continue to monitor our progress under the Strategy pillar of the TCFD framework. We have and will continue to conduct a scenario analysis of our infrastructure portfolio, integrating both physical and transition risks and opportunities. This part of our business was prioritised due to the asset types being more susceptible to a broader array of climate-related risks. The S&P Global Climanomics platform offers market-leading analysis across the four Representative Concentration Pathway ("RCP") scenarios, generating a Net Asset Value ("NAV") and the resulting share price change.

For the FY23 Infrastructure portfolio, the analysis found:

Sc io en ar	Im t o N A V p ac n
C 2. 6 R P As ha mi ion k e ly d t he n f all d th cti l o f G HG s t t e to su me ss s p ea ar an ue e a ve re mo va s fro th he It is e sti ted th d- of- inc s i lob al tm at ntu m e a os p re. ma en ce ry rea se n g me an rfa wi ll b e i he f 0 .9 2.3 °C te tu n t to su ce mp era re ra ng e o	0. 8 0 % +
R C P 4. 5 lie din d a lim ch lob al Im ate cti to it G HG iss ion s t iev te tu p s c o- or on em o a e a g mp era re lim f a ly wh lob al k a d 2 ing it o im ate 2° C, in iss ion 04 0 wa rm pp rox ere g em s p ea ro un d t he n d lin e b 20 45 an ec y	C t l e n ra c a s e
C 6. 0 R P As hi h G HG iss ion wi th rad iat ive fo rci ab ilis ati ly aft 210 0. te st su me s a g em ra ng on on er It i sti ted th d- of- inc s i lob al rfa wi ll at ntu te tu s e ma en ce ry rea se n g me an su ce mp era re be in th of 2. 0 t .7° C. o 3 e r an ge	0. 7 2 % +
R C P 8. 5 ha lob al eff o l ill be b ht ffe As s t t n ajo t t im it G HG iss ion int ct. su me o m r g or em s w ro ug o e ted th d- of- lob al rfa ll It i sti at ntu inc s i te tu wi s e ma en ce ry rea se n g me an su ce mp era re be th of in 3. 2 t o 5 .4° C. e r an ge	-1. 9 7 %

OverviewBusiness review Performance and risk

CLIMATE DISCLOSURE SUMMARY: TCFD CONTINUED

Strategy continued Physical risk summary by location

Transition risk summary by location

Climanomics' analysis highlighted that temperature extremes form the most material risk across the portfolio but the overall physical risk to the whole portfolio of this risk is low. The only significant transition risk impact is likely to be carbon pricing. However, the impacts of carbon pricing are more pertinent in more stringent emissions scenarios.

The landscape of scenario analysis is evolving quickly, and current assessments are made with the most credible existing frameworks and input data available. Given the very nature of this analysis, limitations remain. However, Foresight Group is committed to using best-in-class methodologies to accurately estimate its performance under different climate futures and will continue making the necessary adjustments as the methodologies progress to incorporate the findings into our investment process. In future we are also looking to extend scenario analysis to the wider Foresight Group and investment streams.

MORE DETAIL can be found in our Climate Report at: https:// foresight.group/climate-disclosure-fy23

CLIMATE DISCLOSURE SUMMARY: TCFD CONTINUED

Risk management

Developments in Group risk include the use of a new risk management platform to monitor risks and the effectiveness of our control framework. Foresight's risk taxonomy looks at the ESG risks on an individual basis but also considers ESG factors as they contribute to other risks across the Group. The platform plays a significant role in raising awareness about climate change sensitivities across the businesses and Group functions, fostering a culture of sustainability.

The risks and opportunities set out in our past climate disclosures still apply. We continue to analyse the risks arising from climate change that could have a material financial impact on the Group.

Beyond our scenario analysis, we have begun implementing Group-wide mitigation programmes to extreme weather-related events with our project that is looking to enhance biodiversity across the land that we manage. Nature and planting methodologies can be used to reduce flood risk, enhance resilience to fire and reduce the impact of localised temperature increases. The Infrastructure Team has been working with the Eden Project to develop a "Nature Recovery Blueprint". The Blueprint will seek to guide land managers on the practical actions they can take to measure, manage and improve nature and biodiversity across their land holdings.

Foresight Group has also made progress reducing its regulatory risk by following, with the support of external consultants, the progress of the ESG Rulebook, which formalised TCFD and will shortly include rules and guidance for the UK Sustainability Disclosure Requirements ("SDR").

We will continue to assess various mitigation techniques and monitor regulatory changes through internal projects and external collaborations to ensure the effective management of our sustainability risks for the Group going forward.

MORE DETAIL can be found in our Climate Report at: https:// foresight.group/climate-disclosure-fy23

CLIMATE DISCLOSURE SUMMARY: TCFD CONTINUED

Metrics and targets

Our FY23 emissions, gathered through PACT, as verified by external sustainability consultants, Turley.

	FY 22			FY 23
Sco pe	Tot al (tC O2e )	/£ tCO 2e mil lion rev enu e	/F tCO TE 2e (En d o f ye ar 26 0.5 )	/F tCO TE 2e (Ye ar ave rag e 250 .3)	Tot al (tC O2e )	/£ tCO 2e mi llio n rev en ue	/F tCO TE 2e (En d o f ye ar 36 1.1)	/F tCO TE 2e (Ye ar ave rag e 31 3.5 )
Sc e 1 op	2.3	0.0 3	0.0 1	0.0 1	7.1	0.0 6	0.0 2	0.0 2
Sc e 2 op	72	0.8	0.3	0.3	183	1.5	0.5	0.6
Sc e 3 op	37 2	4.3	1.4	1.5	72 5	6.1	2.0	2.3
Sc +2 e 1 op	74	0.8	0.3	0.3	19 0	1.6	0.5	0.6
Al l sc op es	44 7	5.2	1.7	1.8	90 8	7.6	2.5	2.9

In the financial year 2023, there was a rise in all scope emissions. The figures have differences arising from scope boundaries and estimation methodologies which means they cannot be directly compared. However, some notable changes can be attributed to the increase of overall emissions arising from the acquisition of ICG, three new offices (Dublin, Sydney and Melbourne), commuting emissions continuing to rebound to pre-pandemic levels, and an increase in business travel due to the distance of Foresight's new Australian business from our other operations.

The higher emission per employee for scope 2 emissions can be attributed in part to a smaller window for office data gathering and an increase in our use of estimates. For example, due to the lack of energy consumption data for 75% of our offices, we used the US Environmentally Extended Input-Output ("USEEIO") 2018 Building Intensity data set from Net Zero Cloud to fill the gaps. Poorer data quality has resulted in harsher values (in general) which we will remediate by gathering better data from our offices on a quarterly basis.

In future, Foresight will continue to use our PACT platform across the corporate business function and Private Equity investment division for emissions reporting. We will continue to adopt best practice through third-party verification of our corporate business emissions (aside from investment emissions at present).

Our data verification this year was supported by a list of recommendations and corrective actions for our platform to enact in the ongoing year. We will support the upgrades with ongoing collaboration with our office managers and travel company data providers to improve their data quality, with an update to be given in our next disclosure. This, in turn, will improve the overall accuracy of our emissions data.

We are not yet fully compliant with the recommendation to align climate-related key performance indicators to remuneration practice, but we are engaged in the analysis phase of the process.

Our Scope 3 Category 15 financed emissions:

The total operational carbon footprint of 908 tCO2e is dwarfed by our financed emissions due to the nature of our business. Using Partnership for Carbon Accounting Financials ("PCAF") and Bloomberg emissions data for the three investment streams, we estimate that our financed emissions make up 99.96% of our total emissions. Please refer to the full Climate Disclosure for more detail.

For context, our significant investment in renewables and other climate-positive opportunities has resulted in the Infrastructure division's assets avoiding 1.3 million tCO2e when compared to the UK national grid. This is a statistic that we are proud of and will continue to monitor as the renewable parts of our Infrastructure portfolio expand.

Please find the link to our full Climate Disclosure for FY23 on our website, here: https://foresight.group/climatedisclosure-fy23

OverviewBusiness review Performance and risk

OUR STAKEHOLDERS BUSINESS REVIEW CONTINUED

The Board recognises the fundamental roles our stakeholders play in achieving the Group's long-term success and generation of value for Shareholders.

The Board considers the engagement with its various stakeholders to be extremely important in ensuring the resulting outcomes of our 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 ensure we are sufficiently and appropriately informed to effectively manage any negative impacts with a strong commitment to finding satisfactory solutions for all affected parties.

As a sustainability-focused business, we remain conscious of our economic, environmental and social values. Accordingly, we endeavour to ensure that our service providers and suppliers reciprocate these values and by doing so, we ensure that our high standards permeate all facets of our activities.

We employ a variety of approaches to achieve stakeholder engagement, utilising both formal contractual arrangements, informal channels and operational practices designed to ensure the transparency of our sustainability considerations, both within our business activities and as a corporate entity.

Stakeholder engagement is facilitated by both the Board and our senior management and employees, co-operatively and collaboratively. We value the insights and perspectives gained from these interactions, which are subsequently shared through various communication channels. We report the outcomes of our engagements at local and global levels, as appropriate. In response to these engagements, we may change and improve our policies, processes and controls, and also explore opportunities for developing new and existing products.

The table overleaf summarises the typical engagement we have with our key stakeholders. Additionally, our s172 statement provides three case studies that illustrate some of the more significant areas of engagement during the financial year and the resulting outcomes.

Our stakeholders

OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

Key stakeholder groups – why these groups are considered to be key stakeholders

Our Shareholders are the owners of our Company and we are committed to delivering long-term, sustainable value to this important stakeholder group. Engaging with Shareholders is crucial as it allows them to gain a comprehensive understanding of our strategies, activities and overall performance. This is a fundamental aspect of our corporate governance framework.

Stakeholder engagement undertaken during the financial year

• RNS announcements on all material updates
• Engagement programme for significant Shareholders to meet with the Executive Directors
• Shareholder/analyst conferences and roadshows
• Annual/half-year reporting
• AGM
• • Meetings with Chairs of Board and Board Committees
• Dedicated Investor Relations team
• Opportunities to engage via the Company Secretary

Board role in engagement

The Board is dedicated to delivering long-term, sustainable value to our Shareholders. We value Shareholder feedback highly and consider it a valuable source of insight and guidance. We take feedback seriously and actively utilise it to drive improvements and initiate necessary changes. Please refer to the second case study below, which provides a specific example highlighting how Shareholder feedback has influenced positive changes within our organisation. This case study underscores our commitment to take full benefit of Shareholder input and utilise it to foster continuous improvement and enhance our overall performance.

We firmly believe that our colleagues are our most valuable asset, as they possess the expertise, knowledge and talent upon which the success of our Group is built. Recognising the significance of their contributions, we prioritise engagement with our colleagues to gain a deeper understanding of their perceptions of Foresight as an employer. This engagement serves as a valuable tool for us to attract, retain and develop the best individuals within our organisation.

Stakeholder engagement undertaken during the financial year

• Annual staff engagement survey used for driving change and improvements
• Employee Forum feedback to the Board and senior management to help bring about change
• Benchmarking remuneration packages with external experts and team heads
• Formal performance appraisal process
• Training and development provision and support via internal and external resources
• Executive coaching
• Wellbeing podcasts
• Recognition and support of the diversity and inclusion across the staff base

Board role in engagement

The Senior Independent Director assumes the responsibility of chairing the Employee Forum, in collaboration with the Group's Head of People. That partnership plays a vital role in championing the interests of employees and ensuring their concerns are effectively addressed. It also helps to ensure that the Board and senior management actively support the workforce and proactively seek opportunities for improvement and change as necessary. Given our status as a global Group, the Board maintains oversight of the activities undertaken to address staff-related matters across all offices.

OverviewBusiness review Performance and risk

OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

INVESTORS

Our business is to create and manage institutional and retail funds for a range of investor and client types, with our retail funds distributed via advisers and other intermediaries. Our clients and investors, current and future, are therefore our lifeblood. Our relationships with them and their advisers are key to our future.

Stakeholder engagement undertaken during the financial year

• Tailor-made products for institutional clients
• • Dedicated retail and institutional investor relations teams working with clients and investors to satisfy their needs
• Regular investor reporting
• Audited accounts
• Development of investor portal for retail investors and their advisers
• Training and support for distributors of our products
• ISAE 3402 audit of operational processes and controls
• Ongoing efforts to improve and strengthen our cyber security measures to protect our client, adviser and investor records

Our stakeholder communities are those in which our investee companies operate and those in areas where our offices operate. Also, communities affected by our operations, such as supply chains.

The Board understands the importance of building trust and confidence through engaging and partnering with these communities.

Stakeholder engagement undertaken during the financial year

• Investment management teams' investment tools to assess sustainability, including community impact as appropriate, aligning with the UN SDGs
• Utilisation of new sustainability data platform, which will allow the business to better track engagement alongside other sustainability metrics
• Investment and other teams ensuring the standards of investee companies, suppliers and service providers reflect Foresight's own
• Outreach initiative (see case study on page 61)
• Relationship with the Bayes Business School whereby we host one or two study-placement Masters students each year and have done for the last three years
• Charity activities by staff in respect of community initiatives, including work this year to raise funds for the "Superhuman Charity", the Open Bionics' charitable foundation
• Foresight provides all staff with one fully paid volunteer day per staff member annually to support community initiatives
• Our Stewardship Framework covers our business areas that engage with proxy voting, ensuring we maintain our active owner approach to stewardship and uphold our fiduciary responsibilities.

Board role in engagement

The Board recognises that clients, advisors and investors are our lifeblood and oversees senior management's efforts to ensure the sales and investor relations teams are appropriately resourced, having relevant skills to cover our product range. The Board receives periodic reports from the teams and has access to speak with the team heads directly.

Board role in engagement

Our business activities have both direct and indirect impacts on our communities. The Board oversees senior management's ESG measures to ensure that relationships and any impacts are properly managed to avoid unnecessary risks and reflect well on the Group's reputation. Charitable work is important to the Group and its wider community, hence the Board fully supports providing staff with one day's paid charity leave per annum.

Overview Business review Performance and risk # OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

While providing its services, the Group places reliance on the provision of services by third parties for various reasons, including to enhance internal capabilities, to strengthen business continuity and to satisfy legal and regulatory requirements. Engagement is essential in ensuring we underpin the standards of quality and efficiency of our operations and that of our funds.

Stakeholder engagement undertaken during the financial year

• Due diligence reviews by Foresight to ensure the level of service is as required, including business risk impact assessments
• Due diligence reviews by service providers carried out on Foresight
• RFP process for new service providers
• Active relationship management and day-to-day contact

Board role in engagement

The Board oversees the teams engaging third parties and serves as the ultimate escalation point for any issues and risks arising from those relationships to ensure they are managed and mitigated without delay. The CFO may also attend due diligence meetings with providers reviewing Foresight in recognition of the importance of these parties to the Group's operations.

As an investment management Group, we are subject to financial services regulation in the jurisdictions in which we operate. To maintain our various authorisations, memberships and signatory status, importance is placed on maintaining trusted relationships with the various regulators and industry bodies. Additionally, to stay at the forefront of our areas of expertise and to ensure we continue to meet industry standards relevant to our business, building and maintaining relationships with these bodies is highly important.

Stakeholder engagement undertaken during the financial year

• Responded to regulator consultations and reviews to help the development of new and existing rules
• Timely filing of returns and notifiable events
• Dedicated compliance and risk functions
• Submission of applications and due diligence required by industry bodies to attain grading and/ or new/ renewed membership
• Regular engagement with industry bodies

Board role in engagement

The Board understands the importance of maintaining open and transparent relationships with its various regulators. This is mainly achieved via the compliance and risk management functions, which are overseen by the Board through open invitations to attend local team and committee meetings, and Board reporting.

Engagement with industry bodies is achieved via the specialist team heads and senior managers engaging with the relevant bodies, providing feedback and attending conferences and forums as speakers.

Business review

Performance and risk

Overview

OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

CASE STUDY: ACQUISITION OF INFRASTRUCTURE CAPITAL GROUP

Strategic pillars

During the year, the Group acquired Infrastructure Capital, a leading Australian specialist infrastructure manager. The Board decided to proceed with this transaction having considered the longer-term benefits, which included:

• • Providing the Group with scale in the large and growing Australian infrastructure and renewables market
• • Positioning Foresight as one of the leading independent renewable generation and infrastructure investors in Australia
• • Enhanced product and distribution capabilities

Foresight's Executive Committee ("Exco") supervised the day-to-day running of the transaction, providing guidance and giving internal approvals at the appropriate stages of the process. This was overseen by the Board via regular progress updates by Exco and the project team, who highlighted any key points from the due diligence process.

This included providing detailed documentation outlining the impact of the transaction for the Group, illustrating the main areas of focus for the transaction team post completion and outlining clear deliverables in a set timeframe that were considered of high importance. The Board also requested that, post completion, an onsite risk assessment be carried out by the Head of Compliance and Head of Risk in the UK. This was done and the findings were discussed at a meeting with the Board.

As part of the overall transaction, the key Stakeholders were identified as including the shareholders, Infrastructure Capital staff, the investors in Infrastructure Capital's funds and regulators in both the UK and Australia. The long-term value to Shareholders was important to the Board's considerations of the outcome of the transaction should it proceed.

The Board also considered the areas on which the success of the transaction relied, which included the investors of Infrastructure Capital's funds being comfortable with the transaction and the retention of staff.

These areas were managed by Exco and the project team working with the Australian senior management team. Gaining regulatory approval (where required) was also fundamental.

Another key area of focus was ensuring the Infrastructure Capital team and business would be integrated successfully into Foresight's operations at completion. To ensure this, a detailed integration plan and timetable was produced, involving various departments across Foresight. This plan outlined workstreams, identified key people and the timing of deliverables. This was overseen by the Exco, with regular integration meetings. The plan also ensured personnel in both businesses were introduced to their new colleagues, encouraging regular contact to ensure an efficient and effective integration.

Throughout the transaction, regular status updates were provided to Exco and the Board, allowing the Board the opportunity to discuss and challenge progress.

OverviewBusiness review Performance and risk GOVERNANCE

OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

CASE STUDY: ENGAGEMENT WITH SHAREHOLDERS

Following the AGM in 2022, for the proportion of votes cast against three resolutions exceeded 20%, the Board acknowledged the significance of this dissenting Shareholder sentiment and expressed its intention to engage with the concerned shareholders to gain a deeper understanding of their concerns.

To facilitate this engagement, the Board instructed the Investor Relations team to reach out to the relevant Shareholders, offering them the opportunity to speak with the Company Secretary. Several Shareholders took up this offer, and calls were scheduled accordingly.

The calls conducted between the Shareholders and the Company Secretary were well received, and the feedback gathered was subsequently reported back to the Board. A common theme that emerged from these discussions was the need for more comprehensive explanations and increased transparency regarding certain matters to provide a clearer understanding of the rationale and intentions behind the resolutions.

Stakeholders

Considering the broader Shareholder base, the Company Secretary also engaged with proxy voting agencies to discuss their voting recommendations. These engagements yielded similar feedback, further reinforcing the importance of providing enhanced information and transparency.

In response to the valuable feedback received, the Board, working through the Company Secretary, has taken measures to ensure that this year's Annual Report and Notice of AGM include more extensive information. The aim is to provide Shareholders with a better-informed perspective on relevant matters, addressing the need for increased clarity and transparency.

By actively incorporating the feedback received from Shareholders and proxy voting agencies, the Board demonstrated its commitment to engaging with stakeholders, understanding their concerns, and proactively addressing them through improved communication and transparency.

Strategic pillars

• OverviewBusiness review Performance and risk

GOVERNANCE

OUR STAKEHOLDERS CONTINUED BUSINESS REVIEW CONTINUED

CASE STUDY: RETAIL SALES – COMMUNITY OUTREACH PROJECT

Driving positive change in the community is a big part of the Retail Sales team's vision, aligned with Foresight's focus on our social corporate responsibility.

Over the past year, meaningful steps forward have been made in relation to the work achieved with secondary schools in the surrounding areas of our offices, notably London and Nottingham. The team has built strong and impactful relationships with two schools specifically in the Camberwell region of London – Ark All Saints Academy and Sacred Heart, and one school near the Nottingham office, the George Spencer Academy.

The team has successfully facilitated five events over the last six months, December 2022 to June 2023, with these schools. Notable achievements include:

•Mock interview sessions with over 30 Year 11 students in London and a number of Year 13 students in Nottingham, to help them prepare for their university and college application processes, or their transition into the working world. This was an extremely rewarding experience for the team, who enjoyed the opportunity to interact with some extremely bright and motivated students. Two of the Year 13 students will be joining the Nottingham office in June 2023 for work experience.

An Insight Day in the Shard offices for 12 Year 10 students from Ark All Saints Academy. This gave the students their first taste of a professional environment, with presentations shared introducing them to core business functions like Corporate Finance, People and Sustainable Culture, and Marketing. The students also gained valuable one-on-one time with a Partner from the Retail Sales team. These initiatives educated the students on the different types of roles which exist within the industry and what they can strive to achieve in the future, emphasising that the door is open for them in a variety of capacities.

The Retail Sales team will continue to strengthen its relationships with these three schools, as well as working with and building connections with other schools in areas surrounding our offices. The team aims to participate in one school activity per quarter to try and drive positive change through proactive action.

Stakeholders

Strategic

pillars

OverviewBusiness review Performance and risk

SECTION 172(1) STATEMENT BUSINESS REVIEW CONTINUED

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 Board is committed to complying with the UK Corporate Governance Code (the "Code") and, as required under Provision 5, has undertaken to act in a manner consistent with s172 and give consideration to the following when making decisions and providing oversight and leadership of the Group:

• The likely consequences of any decision in the long term
• The interests of the company's employees
• The need to foster the company's business relationships with suppliers, customers and others
• The impact of the company's operations on the community and the environment
• The desirability of the company maintaining a reputation for high standards of business conduct
• The need to act fairly as between members of the company

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.

To illustrate how the Board has complied with s172, case studies are provided in the Stakeholder section that highlight and describe some of the key decisions and considerations made by the Board over the course of the year. These decisions include alignment to the Group's strategy, the interests of stakeholders, the business-related risks and benefits and the consequences of their decisions and activities.

Matters considered

The likely consequences of any decision in the long term

The Group has a rolling three year strategic plan and the Board considers any updates to the plan in terms of their impact in areas such as the Group's competitive position, its stakeholders and its projected financial performance via the reporting it receives and meetings attended. The Board also considers the longer-term impact of individual decisions.

The need to foster the Group's business relationships with suppliers, customers and others

The Group's engagement with suppliers, customers and other stakeholders, including how the Board is kept informed, is described on page 58. The Group's strategy, which is approved and monitored by the Board, relies on strong relationships with clients, advisers, investee companies and others, as the Group looks to broaden its capabilities and geographical reach, and reach new investors for its funds.

The desirability of the Group maintaining a reputation for high standards of business conduct

As a financial services business, a reputation for high standards of conduct is essential for the Group's continued success. The UK domiciled members of the Executive Committee are subject to the Senior Managers and Certification Regime, which includes mandatory training and competency assessments on an annual basis. The Board members have also undergone mandatory training programmes during the year. The Board also receives assurance on the Group's standards in certain functional areas through third-party reviews and audits. These include the Cyber Essentials accreditation in relation to IT security measures and the ISAE 3402 report for the Group's operational arrangements in the UK. The Group also invites expert firms to undertake specific reviews and engages with them for training and advice to ensure the Group's arrangements continue to meet regulatory, legal and best practice standards.

The interests of the Group's employees

The Board receives feedback from employees via the Employee Forum and through reports from management and the results of employee surveys. Other forms of engagement are also undertaken, such as the appraisal process and development programmes. More information on employee engagement is provided on page 20?.

The impact of the Group's operations on the community and the environment

The Board believes that having a positive impact on communities and strong environmental credentials are key parts of the Group's culture. Examples of our activities and initiatives in this area can be found in the Stakeholder section on pages 55 to 61, and include involvement with the Eden Project and our Retail Sales team's Community Outreach project, which is noted as a case study on page 61.

The need to act fairly as between members of the Company

Executive Chairman Bernard Fairman, together with other parties considered to be concert parties, control 40.4% of the Company's share capital. As described on page 122, the Company has entered into a relationship agreement with parties including the Executive Chairman and CFO. The relationship agreement ensures that the Executive Directors do not have undue influence on the Board's decisions, including any matters where there could be a potential conflict with the interests of the Company's other Shareholders. There is also a dual voting system at AGMs to ensure that certain votes are only passed with a majority excluding the parties to the relationship agreement.

STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

GOVERNANCE

FINANCIAL STATEMENTS

STRATEGIC REPORT

PERFORMANCE AND RISK

85 FY23

WHAT'S IN THIS SECTION

FINANCIAL REVIEW 64

RISKS 73

VIABILITY STATEMENT

FINANCIAL REVIEW FOR THE YEAR ENDED 31 MARCH 2023

FY23 was a milestone year for Foresight, growing revenue by 38% to £119m and exceeding £50m in Core EBITDA pre-SBP for the first time, representing a 58% year-on-year growth.

Gary Fraser

Chief Financial Officer

Highlights during the year

• Completion of two strategic acquisitions, Infrastructure Capital and Downing, generating incremental revenues of £10.1 million and £3.0 million respectively
• Successful exit of the solar portfolio of Foresight Solar & Technology VCT plc, generating £2.8 million of performance fees
• Strongest ever year of fundraising for our ITS product with £262 million raised

£12.2bn

AUM1 (31 March 2022: £8.8bn) 86.6%

Recurring revenues1 (31 March 2022: 86.9%)

42.1%

GOVERNANCE

Core EBITDA pre-SBP margin1 (31 March 2022: 37.0%)

We have delivered another impressive performance in the period, with AUM, revenue and Core EBITDA pre-SBP growing significantly as we continue to overachieve against our ambitious targets.

Key financial metrics

	31 Ma rch 20 23	31 Ma rch 20 22
1 (£ Pe rio d- d A UM m) en	12, 16 7	8,8 39
Re tai l	3,7 90	3,6 43
al Ins tit uti on	8,3 78	5,1 96
1 (£ Pe rio d- d F UM m) en	9, 02 2	6,6 75
Re tai l	3,7 47	3,5 46
tit uti al Ins on	5, 27 5	3,1 29
1 (£ Av A UM m) era ge	11, 176	8,1 08
Av FU M1 (£m ) era ge	8,3 53	6,0 15
tal e ( £0 00 ) To re ve nu	119 ,15 5	86 ,07 1
Re rrin (£ 00 0) cu g r ev en ue	10 3, 20 8	74 ,82 5
/to Re rrin tal e ( %) cu g r ev en ue re ve nu	86 .6%	86 .9%
Co A sh -ba d p 1 (£ 00 0) EB ITD nts re pre are se ay me	50 ,15 8	31, 82 5
sh -ba d p in1 Co EB ITD A nts (% ) re pre are se ay me m arg	42 .1%	37 .0%
To tal reh siv e i e ( £0 00 ) co mp en nc om	20 90 5 ,	24 ,93 8
Ba sic rni sh be for de rly ing ite 1 (p ) ea ng s p er are e n on -un ms en ce	34 .6	22 .2
Div ide nd ha (pe e) pe r s re nc	20 .1	13. 8

1. Alternative performance measures described and explained in the appendices to the financial statements on pages 198 to 205.

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary

FY23 was another strong year for the Group with the successful completion of two strategic acquisitions supported by organic growth. In the year, we achieved the AUM and recurring revenue targets we outlined at IPO; continued our progression towards our medium-term Core EBITDA pre share-based payment ("SBP") margin target; and, subject to Shareholder approval at the forthcoming AGM, will continue with the 60% dividend payout ratio established in last year's Annual Report.

Revenue grew by 38% to £119.2 million (31 March 2022: £86.1 million) as a result of increased FUM, the acquisitions in the period and successful exits from some of our funds. As explained on the next page, the Group has introduced an analysis of the income statement to remove the impact of the IFRS 3 acquisition accounting adjustments, resulting in underlying total comprehensive income for the year of £36.2 million (31 March 2022: £23.9 million).

Assets Under Management/Funds Under Management ("AUM/FUM")

AUM grew significantly from £8.8 billion at the start of the year to £12.2 billion at 31 March 2023, an increase of c.38%, which is far in excess of our ambitious 20%-25% target range. The majority of this growth was due to the Downing and ICG acquisitions, which added £0.3 billion and £3.0 billion respectively. Regarding organic fundraising, we had modest net retail inflows of £58.0 million for the year, with a strong performance from our ITS inflows being offset by net outflows on our OEIC products, the latter reflecting the wider market performance. Net institutional inflows totalled £147.0 million, with new fund launches being offset by return of capital to investors following successful realisations, which generated significant positive returns for investors and the Group. Further detail on these areas is provided later in my report.

Reflecting the timing profile of inorganic growth, we clarified our target AUM growth rate, which is over a rolling three year average period. We are confident of continuing to deliver this level of growth given the pipeline of organic fundraising over the near term.

Net inflows

Our ITS product went from strength to strength, generating inflows of £262.0 million; a record year for the Group, reflecting the recent investment in our successful Retail Sales team. This was accompanied by a further raise of £65 million from our VCT and EIS products. These inflows were offset by a return of capital to investors in our EI EIS and Solar & Technology VCT funds, the latter of which generated a total tax-free return to investors of 185 pence based on 100 pence invested at inception 12 years ago. Within FCM, our OEIC products experienced net outflows over the year for the first time (£(97) million), reflecting the wider macroeconomic factors resulting from a rapid increase in interest rates impacted by higher rates of inflation in the UK, the conflict in Ukraine and the cost of living crisis.

On the institutional side, we closed four new funds within the Private Equity division, namely the AIB Foresight Impact Fund, Foresight West Yorkshire SME Investment Fund, Foresight Regional Investment Fund IV and Fund V, totalling £172.0 million, in addition to a further share issue in FSFC which raised gross proceeds of £45.0 million.

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Alternative performance measures ("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.

The Group has now also introduced profit before non-underlying items as an APM, which excludes non-underlying items from statutory measures. In particular, this removes the impact of the IFRS 3 acquisition accounting, which is covered in detail in note 33 of these accounts. Consequently, the Group also now calculates earnings per share before non-underlying items.

In addition to these being described below, the APMs are now set out in the appendices to the financial statements on pages 198 to 205 including explanations of how they are calculated and how they are reconciled to a statutory measure where relevant. A full reconciliation of statutory profit, profit before non-underlying items and Core EBITDA pre-SBP is provided in the appendices.

While the Group appreciates that APMs are not considered to be a substitute for or superior to IFRS measures, we believe the selected use of these provides stakeholders with additional information which will assist in the understanding of the business.

Summary Statement of Comprehensive Income and Core EBITDA pre-SBP reconciliation before non-underlying items

	31 Ma rch	31 Ma rch
	20 23 Be for e n on	20 22 Be for e n on
	und erl yin g it em s	und erl yin g it em s
	£0 00	£0 00
Re ve nu e	119 ,15 5	86 ,07 1
of les Co st sa	(6, 30 3)	(5, 10 6)
rofi Gr t os s p	112 85 2 ,	80 ,96 5
Ad mi nis tiv tra e e xp en se s	(70 63 0) ,	(54 ,39 8)
Ot he ing in rat r o pe co me	—	25 0
Op tin rofi t era g p	42 22 2 ,	26 ,81 7
Ot he ing ins d l rat r n on -o pe ga an os se s	37 8	40
fit din tiv itie s b efo ati Pro tax on or ary ac re on	42 60 0 ,	26 ,85 7
Ta rofi t o rdi tiv itie x o n p n o na ry ac s	(3, 69 6)	(2, 79 3)
Pro fit	38 90 4 ,	24 ,06 4
Ot he he ive in r c om pre ns co me
lat ion di ffe n f ign bs idi ari Tra ns ren ce s o ore su es	(2, 72 0)	(13 8)
tal reh siv e i To co mp en nc om e	36 ,1 84	23 ,92 6
Ad jus tm ts: en
No ion al ff c rat sta ts n-o pe os	76 0	72 8
De cia tio nd isa tio ort pre n a am n	5, 214	3,4 85
/lo (P rofi t) di al of ibl e fi d a tan ts ss on sp os g xe sse	(10 )	33
he Ot rat ing in r o pe co me	—	(25 0)
nd lud fa alu Fin inc (e ing ir v an ce om e a ex pe nse xc e
in de riv ati s) ga on ve	73 3	65 1
Fo rei ch isit ion gn ex an ge on ac qu s	2,4 36	—
rofi rdi tiv itie Ta t o x o n p n o na ry ac s	69 6 3,	93 2,7
Co EB ITD A re	49 01 3 ,	31, 36 6
Sh -ba d p nts are se ay me	1,1 45	45 9
Co EB ITD A sh -b ed ts re pre are as pa ym en	50 ,15 8	31, 82 5

Performance and risk

Overview

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary Statement of Comprehensive Income and Core EBITDA pre-SBP reconciliation before non-underlying items continued Revenue

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
fee Ma nt na ge me s	97 ,37 3	70 ,90 6
ial fee Se tar cre s	2,7 19	1,4 13
Dir s' f tor ec ee s	3,1 16	2,5 06
Re rri fe cu ng es	10 3, 20 8	74 ,82 5
rke tin fee Ma g s	6,1 29	5,0 46
Ar nt fee ran ge me s	4, 05 4	2,9 64
Pe rfo d o the r fe rm an ce an es	5,7 64	3,2 36
tal To re ve nu e	119 ,15 5	86 ,07 1

Total revenue increased by 38% year-on-year to £119.2 million (31 March 2022: £86.1 million) with high-quality recurring revenue also increasing by 38% to £103.2 million (31 March 2022: £74.8 million). The Group has continued to focus on recurring revenue, which remained within our 85% – 90% target range. Recurring revenue increased due to both organic and inorganic growth, with organic growth contributing £15.3 million and inorganic growth £13.1 million of the additional recurring revenue (of which ICG totalled £10.1 million and Downing £3.0 million). The year finished with 86.6% (31 March 2022: 86.9%) of our revenue being classified as recurring despite recognition of further performance fee income, which is covered in more detail below.

The largest increase year-on-year came from management fees, which grew by £26.5 million (of which £14.5 million was organic and £12.0 million inorganic). The organic increase was driven by FUM growth in our ITS, VCT and EIS products, driving an additional £7.7 million of revenue, whilst additional revenue of £3.2 million arose from our Private Equity regional funds alongside £3.2 million from our listed Infrastructure funds as a result of NAV growth. Despite more challenging market conditions for our Foresight Capital Management division, its revenue contribution increased c.£0.9 million year-on-year. Our FEIP fund contributed an additional £0.7 million following further deployment, plus there was £0.5 million of additional revenue reflecting the first full year of being sole manager of ForVei II. This was offset by a £1.7 million decrease as a result of a non-strategic mandate moving to a different fund manager, as previously reported.

Secretarial fees roughly doubled year-on-year, mainly due to the acquisitions, with growth from these new funds of £0.8 million.

Directors' fees increased 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.

Marketing fees increased year-on-year as a result of strong fundraising in relation to our ITS product.

Performance fees were generated in the period following further successful realisations from two of our Private Equity regional funds and two of our Infrastructure portfolios. This included a performance fee of £2.8 million from the successful sale of the solar portfolio of Foresight Solar & Technology VCT plc, generating an exceptional return for investors.

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 AITS product and a full year of managing FORVEI II following the FV Solar Lab S.R.L. acquisition in the prior year.

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary Statement of Comprehensive Income and Core EBITDA pre-SBP reconciliation before non-underlying items continued Administrative expenses before non-underlying items

	31 Ma rch 20 23 be for	31 Ma rch 20 22 bef
	e nd erl yin no n-u g ite ms	ore nd erl yin no n-u g ite ms
ff c Sta ts os	£0 00 48 ,14 4	£0 00 35 ,39 5
cia tio nd isa tio De ort pre n a am n	5, 214	3,4 85
l a nd ofe ssi al Le ga pr on	28 8 5,	6,0 67
he dm Ot ini str ati sts r a on co	11, 98 4	9,4 51
To tal	70 63 0 ,	54 ,39 8

Year-on-year, underlying administrative expenses increased by c.30%. However, after excluding ongoing administrative expenses arising from the acquisitions in the year of c.£7.5 million and the amortisation associated with the intangible assets arising from the acquisitions, comparable ongoing administrative expenses increased by 12.9%.

Core staff costs increased by c.£12.7 million due to the annual pay review process, which was in line with previous years; the increased cost of the PSP scheme as it entered its second year following implementation post-IPO; and an increase in FTE of 100.6 over the last 12 months. This increase in FTE is predominantly a result of the acquisitions (contributing 56% of the increase), plus expansion in our Private Equity division to support the launch of the new regional UK and Ireland funds.

Legal and professional costs decreased by c.13% – mainly as a result of larger one-off items in FY22 such as the costs associated with the launch of our forestry fund, FSFC, in November 2021.

The increase in other administration costs principally relates to increases associated with the growth in the FUM and associated headcount (e.g. FCA fees and IT-related costs) plus increased travel and entertainment costs following the first full year without the impact of COVID-19 restrictions.

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 views this as the profitability number that is most comparable to the Group's recurring revenue model (i.e. a cash profit number after taking out any one-offs, both positive and negative). In addition to the adjustments for the acquisitions as explained previously, the other principal items adjusted for in calculating Core EBITDA pre-SBP relate to retention payments made to key members of staff and the SIP, PSP and overseas phantom share plan schemes implemented post-IPO. See the appendices to the financial statements on pages 198 to 205 for further explanation of the adjustments made when calculating Core EBITDA.

Core EBITDA pre share-based payments increased 57.6% year-on-year to £50.2 million (31 March 2022: £31.8 million) with the margin percentage improving to 42.1% (31 March 2022: 37.0%) in line with expectations set out at half year. As per FY22, the margin reduced slightly in H2 (H1: 42.4%) as a result of a full six months of higher salary costs following the annual pay rise in August 2022.

Organic Core EBITDA pre-SBP was £44.2 million with the acquisitions contributing £6.0 million.

Segmental Core EBITDA pre-SBP is set out below:

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
Inf tru ctu ras re	30 ,3 20	17, 80 5
Pri Eq uit te va y	15, 93 6	11,3 76
Fo ig ht Ca ita l M t res p an ag em en	3, 90 2	2,6 44
	50 8 ,15	82 31, 5

Performance and risk

Overview

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary Statement of Comprehensive Income and Core EBITDA pre-SBP reconciliation before non-underlying items continued

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 detail can be found in note 8 of these accounts.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Ad mi nis tiv tra e e xp en se s
Sta ff c uis itio clu din SB ts P os – a cq ns ex g	3,1 53	—
ff c Sta ts uis itio SB P os – a cq ns	9,5 14	—
Ot he dm ini ati for eig ha str sts r a on co n e xc ng e –	(78 2)	—
	11, 88 5	—
lat ed Ac isit ion sts qu -re co	3,7 21	—
Fa ir v alu ain tin ide ion nt rat e g s o n c on ge co ns (in cl. fin ) an ce ex pe nse	(32 7)	—
Ga in bu sin mb ina tio on ess co n	—	(1, 012 )
tal nd erl ing ite To no n-u y ms	15, 27 9	(1, 012 )

Administrative expenses and taxation

Staff costs – acquisitions relate to the acquisitions during the year, of which c.£12.0 million reflects the IFRS 3 accounting treatment of the contingent consideration from the ICG acquisition. This is being treated as remuneration for post-combination services and will continue to accumulate over the vesting period (see note 33). The remainder reflects one-off bonuses awarded to staff who worked on the acquisitions.

Acquisition-related costs

A charge of £3.7 million for the year related to legal and professional costs incurred on the two acquisitions completed in the year.

Fair value gains on contingent consideration (incl. finance expense)

A fair value gain on contingent consideration of £0.3 million has arisen as the Group has reassessed the fair value of the contingent consideration arising from the Downing acquisition at 31 March 2023 (see Acquisition-related liabilities) later in my report.

Gain on business combination

In 2022, the Group made a gain on the business combination on the acquisition of the remaining 50% holding in FV Solar Lab S.R.L. where the fair value of assets and liabilities acquired were greater than the consideration paid. This resulted in a credit being recognised in the Statement of Comprehensive Income. There were no gains on business combinations arising from the acquisitions made in the current period.

Reconciliation of Total Comprehensive Income before non-underlying items to Total Comprehensive Income

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
efo To tal reh siv e i e b nd erl ing ite co mp en nc om re no n-u y ms	36 ,1 84	23 ,92 6
No nd erl ing ite n-u y ms	(15 27 9) ,	1,0 12
tal reh siv e i To co mp en nc om e	20 90 5 ,	24 ,93 8

Overview

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary Statement of Financial Position

	31 Ma rch 20 23	31 Ma rch 20 22
As ts se	£0 00	£0 00
lan nd uip Pro rty t a nt pe , p eq me	2,5 22	2,6 56
ht- of- Rig ts us e a sse	7, 28 1	8,2 60
Int ibl ts an g e a sse	62 911 ,	4,4 31
Inv est nts me	3, 96 7	2,7 81
fer red De ta t x a sse	1,7 42	615
De riv ati set ve as	64 8	—
Co ntr t c ts ac os	3, 96 5	4,5 55
de d o the iva ble Tra an r re ce s	21, 2 74	21, 20 7
sh d c h e len Ca iva ts an as qu	39 ,7 61	54 ,28 9
Ne of dis l g las sifi ed he ld for le t a ts sse po sa rou p c as sa	64	64
tal To ts as se	14 4, 60 3	98 ,85 8
Lia bil itie s
Tra de d o the ab les an r p ay	(35 ,3 82 )	(24 ,04 2)
Lo nd bo wi an s a rro ng s	(3, 131 )	(3, 69 0)
lia bil Le itie ase s	(9, 25 1)	(10 ,40 8)
Ac isit ion lat ed lia bil itie qu -re s	(5, 97 3)	—
De fer red x l iab ilit ta y	(12 82 7) ,	(1,1 98 )
vis ion Pro s	(80 0)	(93 3)
To tal lia bil itie s	(67 ,3 64 )	(40 ,27 1)
Ne t a ts sse	77 23 9 ,	58 ,58 7

Key balance sheet items and their year-on-year movements are summarised below:

GOVERNANCE

Intangible assets and deferred tax liability

The increase of £58.5 million year-on-year was due to additions of £44.8 million of intangible assets in respect of customer contracts related to the Downing and ICG acquisitions and £19.4 million of goodwill as detailed further in note 16 of the accounts (offset by amortisation charges and foreign exchange). The Group has now concluded its purchase price allocation for both acquisitions having presented provisional valuations at half year. These intangible assets in respect of customer contracts are in addition to those recognised in prior years for the PiP and FV Solar Lab S.R.L. acquisitions. No contracts required impairment at year end. Deferred tax liabilities have been accounted for in line with the intangible assets in respect of customer contracts recognised during the year.

Investments

Investments contain the Group's co-investment positions across our LP funds. The main movement in the year was from a £1 million increase in the co-investment into the Foresight Energy Infrastructure Partners fund plus investments and repayments from our UK private equity regional funds.

Derivative asset

In order to mitigate the risk associated with the increase in Group cash flows arising in a foreign currency following the acquisition of ICG, the Group entered into a number of forward foreign currency contracts in September 2022. The Group originally had eight forward foreign currency contracts, of which the first matured on 30 March 2023 and thereafter at quarterly intervals. Therefore, at 31 March 2023, the Group had seven contracts with a notional amount of A\$17.5 million to sell for £10.2 million and the fair value of these contracts gave rise to a gain of £0.6 million, recognised as a derivative asset.

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Summary Statement of Financial Position continued Cash and cash equivalents

As seen in the cash flow statement on page 142, cash from operating activities was strong in the year at £51.4 million. This was principally the result of a strong trading performance, but was also bolstered by the collection of some large debtors from our EI EIS and Williams EIS funds as a result of successful exits from those funds (enabling them to settle historic management fees) plus an increase in deferred income as explained in the next section.

This strong cash generation enabled us to complete the two acquisitions during the year from our own cash resources, with no requirement for third-party debt. These outflows (£44.8 million), combined with the dividends paid to Shareholders of £16.0 million explains the reduction in the cash balance year-on-year.

Trade and other payables

Trade and other payables increased by £11.3 million as result of the following: £5.6 million of early cash collection for the June 2023 quarterly management fees giving rise to deferred income; £1.2 million of the performance fee from the Solar VCT exit payable to staff in the Infrastructure Team; with the remainder being an increase in the bonus accrual due to increased headcount in the year. Of this increase in the bonus accrual, £2.5 million arose in entities now included in the Group following the ICG acquisition.

Loans and borrowings

This balance relates to founder loans taken on as part of the consideration for the PiP acquisition in August 2020. The movement in the year is due to the annual payment made under that agreement in July 2022. In the Statement of Financial Position at 31 March 2023, four out of the five loans were fully disclosed as current liabilities as these were fully repaid in May 2023.

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 deferred contingent consideration of £4.2 million, conditional on the valuation of the AUM acquired being maintained at future dates. On acquisition, the discounted fair value of the consideration was £3.8 million. The fair value of the consideration was reviewed at year end, resulting in a net reduction of £0.3 million due to a reduction in value of the AUM acquired less unwinding of the discount.

As explained already, certain components of the consideration for the ICG acquisition are to be accounted for as remuneration for post-combination services. Where this remuneration will be paid in cash, the remuneration is accounted for under IAS 19 with the discounted expense accounted for over the vesting period. This gives rise to a liability in the Statement of Financial Position which is included in acquisition-related liabilities and amounted to £2.5 million at 31 March 2023.

FINANCIAL REVIEW CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

Dividends

The Board has decided to maintain the dividend payout ratio at 60% based on profit after tax before non-underlying items of £38.9 million.

An interim dividend of 4.6 pence per share was paid on 27 January 2023 and, as noted in the Executive Chairman's statement on page 4, the Board has recommended a final dividend payment of 15.5 pence per share be approved by Shareholders at the upcoming AGM. If approved, the dividend will be paid on 20 October 2023 based on an ex-dividend date of 28 September 2023, with a record date of 29 September 2023.

We will calculate the interim dividend as 33% of the total dividend from the prior year. This was increased by the Board from the 30% as originally planned at IPO due to the strong performance of the business. These interim dividends will be paid in January of each year. The balance of the 60% annual target will then be recommended to Shareholders each year at the AGM as a final dividend, with payment planned for each October.

Going concern

The financial statements have been prepared on a going concern basis. In adopting this basis, the Directors have reviewed the financial processes and controls embedded across the business and examined the three year plan. They have considered the business activities as set out on pages 22 to 44, and the principal risks and uncertainties disclosed within this report on pages 81 to 84 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

As we enter FY24, the business is well positioned to continue along our strong growth trajectory. Our recent acquisitions and strong pipeline of both fundraising and deployment opportunities gives me confidence that we will be able to deliver against our key targets moving forward.

Gary Fraser

Chief Financial Officer 3 July 2023

OverviewBusiness reviewPerformance and risk

GOVERNANCE

RISKS

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 entities. Inherent risks are identified and assessed by "First Line" resources alongside controls and their proven or expected mitigating effects. This process is supported by 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 appetite for the firm. The Executive Committee is responsible 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) through the Risk Committee. The regional risk officers (Luxembourg and Australia) report to the Head of Risk and the Chief Risk Officer.

The Board believes the Group has an effective framework to identify, manage, monitor and report the risks the firm is or might be exposed to, or pose or might pose to others, and operates adequate internal control mechanisms, 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 risk profile of the UK, Luxembourg and Australian entities from the Head of Risk for Foresight Group LLP.

Bo d o f F ig ht Gr Ho ldi s L im ite d ar or es ou p ng (t he "G ") ro up
• A tab le f the ll a de d e ffe cti of the G ide Ri sk Fra rk d • D ele sib ilit he Ex uti Co itte tes y t o t cco un or ov era qu acy an ve ne ss rou p-w me wo an ga re sp on ec ve mm e the G ris k c ult p's rou ure
Ex ut ec	ive C mi e f de tte U K P om or ru	ial C lid ion G (t he nt at on so ro up	irm ") "F
• R sib le f the ll a de d e ffe cti of the G ide Ri sk Fra rk • S ets "t e f th e t " a nd tab lish tan gib le r isk tite d s tra teg esp on or ov era qu acy an ve ne ss rou p-w me wo on rom op es es ap pe an y ris k p oli cie nd ed isk les d r sib ilit ies ito ris k r ing d e tio ken itig ris k • A • M ort ta to ate pp rov es s a pr oc ure s, r ro an esp on on rs ep an nsu res ac ns are m
	Fir Ris k C mi tte m om e
	od f in d a de of k r • P eri ic r iew teg rity ris ort ing ev s o an qu acy ep es/ • I nd de iew of ad he risk lici ced nt to ep en rev ren ce po pro ure s		da d v fic of ple n f • R tio eri ati im nta tio eco mm en ns an on me or de tai led d c tro l im nts pr oc ess an on pro ve me kin nd rtin f in cid los d b ch • T ts, rac g a re po g o en ses an rea es
ht/ l o rsi Ex te rna ve g as su ran ce
	Ris k & lia C om p nc e
	• D da sib ilit y f to- ay- y r esp on Fra rk me wo • R isk id tifi cat ion ori en , sc ng firs t li of de fen ne ce	im ple tio f R isk nta or me n o d p rio riti sat ion ith in t fr an pu om w	• I lem d m ito ris k p oli cie nd ed ts mp en an on rs s a pr oc ure s s/o dv isk of ula the l • A ise im ct tor y is xte s o n r pa reg sue r e rna ch an ge s /in cid lys is • L t a oss en na
fic of of • V eri ati th de th e G p R isk Fr ork on e a qu acy rou am ew	f ri sk • P tio ort ing rep ara n o rep		• M ito rin f in stm t li mit on g o ve en s
• N uti cha llen of th ral l ad nd on -ex ec ve ge e o ve eq uac y a eff f a ken by th isk ect ive cti s ta e R Co itte nes s o on mm e	Se nd lin f d efe co e o nc e
Th ird lin f d efe e o nc e
	sin tio Bu Fu es se s, nc ns
	• P rim sib ilit y f ary re sp on or en vir d a dh nt en on me an ere nce y f • P rim sib ilit ary re sp on or ma	ing ad l uat tro sur eq e c on ris k p oli cie nd ed to s a pr oc ure s gin g i stm t ri sk in na nve en	• I int isk id tifi ion d s rin ed by Ri sk ut cat np o r en an co g m an ag fun cti on fic of • N oti ati d e lat ion lo nd in cid ts on an sca sse s a en

accordance with fund mandates

• Provision of data for risk reporting
• First line of defence

business continuity

planning.

and disaster recovery

RISKS CONTINUED

Risk appetite

The Risk Appetite Framework is the overall approach through which the risk appetite is established or updated, communicated and monitored. It includes the Risk Appetite Statement, an articulation of the aggregate level and types of risk that the Group is willing to accept, or avoid, in order to achieve the business objectives of Group. 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) as appropriate.

The Group uses staggered risk limits (Early Warning Indicators ("EWIs") and hard limits) as appropriate for each risk metric to monitor compliance with the approved risk appetite.

All risk limits are reviewed quarterly at the Risk Committee and during the annual calibrations by the Executive Committee with other risk appetite components to ensure that they are relevant and appropriately calibrated.

Operational resilience

As Foresight Group has grown, the Risk Committee now also has more focus on operational resilience.

Our stakeholders expect that the self-assessment processes within our Risk Management Framework deliver actionable insights that lead to improvements in the Group operational processes. Operational resilience has been a more visible feature of the due diligence exercises we undertook on behalf of our key counterparties over the financial year and the Board has monitored our progress as we strengthened our processes. Our initial exercise identified our important business services and the level of resilience required for the Group to deliver these services without impairing the quality of those services to our clients. The analysis highlighted areas of our operational resilience that we should enhance. Our principal regulated entity, Foresight Group LLP, is not in scope for the operational resilience rules that came into force last year, but the Board believes that an operational resilience framework aligned with the rules represents best practice and will position our business well for upcoming regulations in the UK and globally, for example where EU, Australian and US rules may apply to our activities directly or indirectly through extra-territorial scope.

ind do W wn	tio l re sil ien Op era na	ce
	Di ste sa r rec ov er y	Bu sin es s inu ity nt co	Co ls nt ro
d m ke St t res se ar nd itio co ns	ise Cr s	ies Em er ge nc	Ev t en tio pr ev en n
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Geopolitical risks, business continuity and disaster recovery

We regularly monitor our exposure to geopolitical risks and perform scenario analyses to work through potential consequences.

The impact of Russia's invasion of Ukraine continues to be felt throughout Western Europe and beyond, although European economies are adjusting well to the loss of cheap Russian energy supplies. The mild winter and relatively low demand for LNG from China supported European resolve with respect to sanctions, but it is hard to predict how this commitment develops if either of those mitigating factors falls away this year. Escalation in the conflict, especially direct engagement of other nations, will likely result in continued supply chain disruption and inflation persisting at high levels.

We expect central banks have hiked interest rates near to their peaks bearing in mind growth considerations, in order to dampen inflationary expectations and avoid stagflation, where low growth and wage inflation would create a destructive "new normal".

One significant potential impact to our business from the current macroeconomic environment is the risk of a slowdown in climate-related energy transition programmes, with the transition to clean energy sources in some countries at threat from immediate short-term requirements to support economic growth and affordable energy. We see this as an opportunity to communicate our commitment to a longer-term vision of energy security through low carbon energy technologies but accept that the climate narrative might shift at the sovereign level.

The high energy price environment and cost of living crisis have increased the likelihood of government intervention in the market in which the Group operates.

In the UK, the Electricity Generator Levy announced in the Chancellor's 2022 Autumn Statement introduces a temporary 45% tax that will be levied on extraordinary returns from low-carbon UK electricity generation for the next five years. In Europe, the European Council announced proposals to temporarily cap revenues for electricity from energy producers at EUR 180/MWh, in addition to demand reduction targets for electricity consumption of 15% per Member State. Member States retain discretionary powers to define a lower revenue cap if deemed necessary.

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 escalating conflicts, persistent inflation, tightening fiscal and monetary policies and levies on renewable energy providers.

We remain concerned about the risks of an escalating war in Eastern Europe, particularly with respect to cyber-attacks against core infrastructure in the UK as a response to supporting Ukraine. Our renewable energy asset supply chain is not immune from cyber-attacks by state-sponsored hacking groups and we are providing additional resources to mitigate these risks.

Cyber risk

The IT team leverages a wide array of leading technology solutions and industry best practice 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 threat, the mitigations in place to counter this threat, 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. The IT team tests our cyber defences regularly through simulated cyber-attacks (penetration testing). These exercises feed into a significant programme of work to 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.

With respect to the operational resilience of our service providers, we are also focused on the risk that hackers might find a way into the Group's systems through a compromised third party and so we now include a detailed IT security assessment as part of our evolving due diligence process on such providers.

RISKS CONTINUED

Integration

In 2022 Foresight Group acquired Infrastructure Capital and the venture capital business of Downing Capital. The Risk function has worked closely with the Compliance team to integrate these new businesses into Foresight Group's frameworks through the alignment of policies, and a continuing exercise to onboard the remaining entities to our enterprise risk management platform. This will ensure that risk and control standards are consistent across the Group.

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 implemented through the MIFIDPRU rulebook and came 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 Collective Portfolio Management Investment firm but also represent best practice for the Group. In October 2022, the ICARA was approved by the Executive Committee.

Strengthening risk culture

The Risk function is responsible for developing and maintaining a strong risk culture at the behest of the Board. A strong risk culture helps Foresight Group to proactively identify, assess and manage risks, which can enhance opportunities for growth.

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RISKS CONTINUED

Strengthening risk culture continued

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Strengthening risk culture continued

By fostering a strong risk culture, businesses can seize opportunities, mitigate threats and create a sustainable path for long-term success.

We continue to enhance our RCSA activities as part of our 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 emerging and evolving risks. These meetings also provide exposure and training on our enterprise risk management platform as we migrate form our former RCSA processes and embed a culture of more regular assessments.

RCSAs are used to identify inherent risks arising from activities conducted by businesses and functions across the Group. We record and assess the controls in place to mitigate risks as well as the risks themselves, which enables us to maintain ongoing oversight of the overall risk profile of the Group.

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 Washing" need to be robust and receive additional focus. 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 jurisdictions.

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.

Sustainability risk

Our Risk function ensures that there is a robust framework in place to identify and manage sustainability risks and opportunities as well as improve Board visibility of our activities. The management of the risks arising from our sustainability objectives focuses as much on the opportunities as the threats. Supporting a diverse range of financial products designed to satisfy our customers' sustainable investment objectives necessitates enhanced 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 business driver over the last decade for most firms and is a key driver for Foresight. Foresight also focuses on wider environmental issues, such as nature and biodiversity, firstly 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 the adoption into the rulebooks.

We also focus on social and governance issues, such as diversity and inclusion and supply chains. The FCA Financial Lives Survey (the full report of which is scheduled for publication this summer) reveals that "at May 2022, 79% of consumers think businesses have a wider social responsibility than simply to make a profit."

The success of our business depends on our ability to generate attractive risk-adjusted returns for our investors while meeting our sustainability objectives. Delivering any of the ambitious climate and "social" targets demanded represents a challenge for every business and in addition to aligning business strategies, requires significant investment in data frameworks and controls to support regulatory reporting requirements.

Our Board requires assurances that our significant ESG risks have been identified, are measured and managed and that our businesses have enhanced their first line of defence risk management activities to integrate climate risk management.

Our "social" risks are clearly a responsibility for all staff and our People and 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 discussion paper and make sure that we can evidence our commitment to diversity and inclusion.

Sustainability risk continued

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 and print media. We expect that enforcement activity relating to specious sustainability claims will be a significant feature of the regulatory landscape over the short to medium term, as new regulations come into force while firms adapt to regulatory requirements and enhance their existing processes around the current requirements for "fair, clear and not misleading" communications.

Financial crime risk assessment

Foresight Group must ensure that there are adequate systems and controls in place to manage any potential financial crime ("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 UK and the overseas jurisdictions in which it operates. The Group and its subsidiaries must comply with FC laws and regulations related to, but not limited to, money laundering, terrorist financing, financial sanctions, proliferation financing, fraud, anti-bribery and corruption, market abuse and tax evasion.

The Group has established a framework to manage FC risk effectively and proportionately, underpinned by five key pillars: Governance, Risk Assessment, Due Diligence & KYC ("Know Your Customer"), Training & Awareness and Monitoring & Surveillance. 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:

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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 and Record Keeping Policy.

Conduct risk

Foresight Group defines conduct risk as the risk from improper behaviour or judgement by our employees, associates or representatives that results in negative financial, non-financial or reputational impact to our clients, employees, the firm and/or the integrity of the markets. This is a Group-wide definition and sets the foundation for the conduct risk framework. Confirming appropriate standards of conduct is a key aspect of the Group's culture.

Conduct risk continued

In order to manage conduct risk we take the following approach:

• a) Identify and analyse Define potential key areas of conduct risks
• b) Mitigation Operation and assessment of existing management controls (processes, procedures and documents) that are key in ensuring the sound conduct of the business
• c) Monitoring and management Analysis of potential gaps and formulation of remediation recommendations where appropriate
• d) Reporting Discussion of content and potential actions with senior management

We look to identify potential conduct risks through regular review of the key risk areas across the business. We evaluate 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 clients, harms to the integrity of the financial markets and harms to the Group itself.

Top 10

The following table represents the Top 10 risks to the execution of the Group's strategic goals, as of 31 March 2023. 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.

SK RI	SC IO DE RI PT N	CA US ES	CO NS EQ NC ES UE	PR EV EN TA TIV E A ND RE SP ON SIV E C ON TR OL S AN D A CT ES IV ITI
inc ipa l R isk Pr
Inv La nd est nt me sca pe , ic Ma cro -ec on om nd Co itio ns	Th ity fo r in t in th ark in wh ich ort stm ets e o pp un ve en e m igh is h igh ly c titi . Id tify ing d Fo t o rat res pe es om pe ve en an al t r th itti pit o i stm t o ort itie co mm ng ca nve en pp un s o ve e lon g t in lve hi gh de f u rta int nd erm vo s a gre e o nce ou r y a fita bil ity is sit ive y f , in clu din g P Pri to act pro sen m an ors ow er ce lat ilit iste ntl y h igh le ls o f in fla tio nd int y. P rta vo ers ve n a un ce y al b k c oli hav e f ch ntr tai t p cie ing ov er ce an on nm en s m ay ar- rea fo r in stm ts. Th e G ise s t he rou p r co nse qu en ces ve en eco gn ed ba lan eti of e i nfl ati to cts ne ce co mp ng as pe w ag on ac ros s pit al r uir d t ale tio ts nt ret ca eq em en an en n.	• P ric e i nfl ati d on an flu ati ctu cu rre ncy on s • P oli tic al a nd oli tic al ge op int rta un ce y ula ha d • R tor eg y c ng es an lian lex ity co mp ce co mp usi dis tio d • B ne ss rup ns an ply ch ain ris ks sup	• R ed d i stm t re tur uce nve en ns sed ark nfi de • D et ec rea m co nce • R ula lian tor eg y n on -co mp ce ply ch di • S ain pti up sru on s	• B usi nti ity d ne ss co nu an ply ch ain sili sup re en ce • D ive rsifi cat ion of in stm t ve en rtf oli po os of • A cti nt ve ma na ge me inv rtf oli est nt me po os isio f h ard d s oft ris k • R ev n o an lim its, ris k a eti te pp / • C du cti d p oli ost re on an cy iew pro ces s r ev s
Cy be r R isk In for tio ma n Se rity cu	As set uln ble to da ta bre he s f m an ag ers ar e v era ac rom be ks, hic h c ult in fin cia l lo ula rat tac tor cy w an res an sse s, r eg y fin d r tio l d uta es an ep na am ag e	• P his hin tta cks g a alw d • M are an ran so mw are • I nsi de r th ts rea • U atc he d s oft np wa re	• D ata br ch d u uth ori sed ea es an na nsi tiv e i nfo ati to acc ess se rm on e d d • E siv ata xp en re co ve ry an uri ed iat ion ise ty sec rem ex erc s fid l in for • C tia tio on en ma n dis trib ute d w ith ten tia l ha po rm s clie ark d fi to nts ets , m an rm al v uln bil loit ed • P ote nti itie era s e xp sily mo re ea tio l d • R uta ep na am ag e	• R ob ust fir all d i ntr usi ew an on de tio tec yst n s em s d r lien • S esi t IT ec ure an tem sys s loy • E uri ty mp ee sec tra ini aw are ne ss ng • S ls a nd tro tro ng ac ces s c on the ha nti cat ion nis au m ec ms • A dd itio l en pti d na cry on an da tio ta tec pro n m ea sur es

RISKS CONTINUED

Top 10 continued

SK RI	SC IO DE RI PT N	CA US ES	CO NS EQ NC ES UE	PR EV EN TA TIV E A ND SP ON SIV E C ON OL S RE TR CT ES AN D A IV ITI
inc ipa l R isk Pr
Su ina bil ity Ri sk sta	Th isk iat ed ith vir l, s ial, d nta e r as soc w en on me oc an fa hat ffe inv rfo cto rs t ct est nt go ve rna nce ca n a me pe rm an ce, ula tor pli d r uta tio reg y c om an ce, an ep n.	• C lim ch d ate an ge an vir l im nta cts en on me pa • R ula ha d tor eg y c ng es an lian lex ity co mp ce co mp • C ha ing sto ng cu me r fer d m ark et pre en ces an shi fts • S ial ine ity d oc qu an hu igh vio lat ion ts ma n r s	• R ula lian tor eg y n on -co mp ce • R uta tio l d ep na am ag e • S tak eh old dis nt er en ga ge me • D sed ark et sha ec rea m re	• S ial nsi bil ity lici oc res po po es d p an rog ram me s • S ply ch ain ina bil ity sta up su nt ma na ge me • C pli nit ori d om an ce mo ng an ing ort rep nd • C ris is m t a an ag em en dis ast pl nin er rec ov ery an g
lat lian Re Co gu ory mp ce	Th isk of ch gin ula tio lian fai lur tha t e r an g r eg ns or co mp ce es fin uld sul t in ltie tat ion al d co re es, pe na s, o r re pu am ag e. Fo igh ly w ith rie of ula t m ust ty tor res co mp a va reg y uir inc lud ing Su ina bil ity Di scl rul hic h ts, sta req em en osu re es, w lt i ific alt if lat ed ign t p ies vio ca n r esu n s an en	ha in g • C nt ng es ov ern me lici in du str po es, y nd ard nd be sta st s a cti pra ces • S hif ts in r ula tor eg y for cti nt en ce me pra ces , inc sed ltie nd rea pe na s a leg al c on seq ue nce s • U pd plia ate s t o c om nce uir d ts req em en an sed lian inc rea co mp ce sts co tio l re lat • I nte rna na gu ory ha isa tio rm on n	lian • N on -co mp ce • R tio l d uta ep na am ag e sed • I sts nc rea co • B usi dis tio ne ss rup ns	ula ito rin nd • R tor eg y m on g a lian co mp ce pro gra mm es ith • E t w ng ag em en ula y b od d t rad tor ies reg an e iat ion ass oc s • C pli ini d tra om an ce ng an aw are ne ss pro gra mm es • L al a nd lian firm eg co mp ce lta tio co nsu ns

RISKS CONTINUED

Top 10 continued

SK RI	SC IO DE RI PT N	CA US ES	CO NS EQ NC ES UE	PR EV EN TA TIV E A ND SP ON SIV E C ON OL S RE TR CT ES AN D A IV ITI
inc ipa l R isk Pr
Th ird -Pa Ri sk rty	Th e G rel hir d-p ice ide rs f n t art rou p m ay y o y s erv pr ov or rio fun cti hic h c int rod ad dit ion al o ion al rat va us on s, w an uce pe ris ks tha t n d t o b ed d m ito red ee e m an ag an on	• S pli alit y is up er qu sue s • E thi l an d s ial ca oc nsi bil ity res po co nce rns k o f s ply ch • L ain ac up tra nsp are ncy • G litic al a nd al tur eo po na dis ast ers	• B usi dis tio d ne ss rup ns an fin cia l lo an sse s • R tio l d uta ep na am ag e sed od lity • C mi t q om pro pr uc ua saf ety or • C mi sed be rity om pro cy r se cu • I act in stm t mp on ve en rfo pe rm an ce	• V do nd lier en r a su pp lua tio nd lec tio eva n a se n cri ter ia • S pli fin cia l ri sk up er an nt ass ess me • I ply ch ain vis ibil ity ncr eas e s up d t an ran sp are ncy m ea sur es • B usi nti ity d ne co nu an ss dis pl nin ast er rec ov ery an g iew d t est rev an • A cti thi rd ris k rty ve pa nt ma na ge me
sili k Re Ris en ce	lud bu d d ks, Inc ing sin nti ity isa ste ris ess co nu an r re co ve ry Fo igh t m ust ha nti pla in p lac e t res ve co ng en cy ns o e nsu re nti ity of tio in t he of l d isa nt nat ste co nu op era ns eve ura rs, fa ilur d o the r d isr tio As tem set ust sys es an up ns. m an ag ers m hav pl pl e b tin s in to usi nti ity e c on ge ncy an ace en sur ne ss co nu in t he nt of nat l d isa ste tem fa ilur ot he eve ura rs, es, or r sys dis tio rup ns.	ch log • S yst te em or no y fai lur es ral dis • N atu ast ers • C yb uri ty att ks er sec ac hir d-p ice • T art y s erv vid fai lur pro er es	• S ice tag erv ou es • F ina ial los nc ses l d • R uta tio ep na am ag e • R ula alt ies tor eg y p en	ed da d b ku • R un ncy an ac p tem sys s usi nti ity d • B ne ss co nu an dis pl ast er rec ov ery an s • S taff ini d tra ng an de lop ete nt co mp ncy ve me • S ply ch ain di rsifi ion cat up ve d c tin pl nin an on ge ncy an g
Em ing R isk er g
oli al r isk Ge tic op	Th isk th litic al, ial, cifi at ic e nts in e r po soc or ec on om ve a s pe c try gio hav tiv e i act th co un or re n m e a ne ga mp on e ay rfo of inv in tha est nts t a pe rm an ce me rea	oli al tab ilit nd • P tic ins y a im ha reg e c ng es rad d t ari ffs • T e w ars an • E mi cti nd co no c s an on s a ba em rgo es d p oli al • T ori tic err sm an vio len ce	dis • B usi tio ne ss rup ns • F ina ial los nc ses l d • R uta tio ep na am ag e • C mi sed be rity om pro cy r se cu	liti l ri sk • G nt eo po ca ass ess me d m ito rin litic al a nd an on g, po ris k a lys is try co un na d c • C tin ris is on ge ncy an nt pla ma na ge me ns ive rsifi ion of ark • D cat ets m d s ply ch ain an up s • R tio l ri sk uta ep na nt str ate gie ma na ge me s

RISKS CONTINUED

Top 10 continued

SK RI	SC IO DE RI PT N	CA US ES	CO NS EQ NC ES UE	PR EV EN TA TIV E A ND SP ON SIV E C ON OL S RE TR CT ES AN D A IV ITI
olv ing isk Ev R
Da d R rds ta an eco Ma nt na ge me	Th isk th the G p's d c ls at ste tro e r rou pr oc ess es, sy ms an on rel ati th nd cti of da to t, s tor ote ta ng e m an ag em en ag e a pr on suffi d r rds ot cie nt to rt t he wt h in th an eco ar e n sup po gro e Gr p's bu sin ou ess	• I e d rat ata try na ccu en d e an rro rs • D du pli ion d ata cat an red da un ncy • D ata br ch d ea es an uri inc ide ty nts sec k o f re rd • L ret tio ac co en n d d est tio oli cie an ruc n p s	• C mi sed da int rity ta om pro eg • L al a nd lat eg re gu ory co nse qu en ces dis • B usi tio ne ss rup ns • D lo d u aila bil ity ata ss an nav	• D fra rk ata go ve rna nce me wo d p oli cie an s • D iva d c pli ata pr cy an om an ce pro gra mm es • B ku nd ac p a re co ve ry tem sys s yb d • C uri ty er sec me asu res an ntr ols acc ess co
Co nd nd Cu ltu t a uc re	Co nd t ri sk is t he ris k o f h lien ari sin g f to ts uc arm ou r c rom mi nd t b plo by thi rd rtie the sco uc y o ur em ye es or pa s o r o r ter rtie ed by th e G co un pa s e ng ag rou p.	• E thi l m isc du d ct ca on an fra ud • I de ini d ate tra na qu ng an aw are ne ss pro gra mm es • P d oo r g ov ern an ce an igh t ov ers flic of d • C ts int st on ere an ins ide r tr ad ing	• R tio l d uta ep na am ag e of • L sto r tr ust oss cu me al a nd lat • L eg re gu ory co nse qu en ces • D sed plo le a nd ec rea em ye e m ora du cti vit pro y	• C od f c du d e thi ct e o on an cs lici po es • R ula plia tor eg y c om nce pro gra mm es • W his tle blo win oli g p cy • C du d c ult ct on an ure /au dit nts ass ess me
Hu n C ita l R isk ma ap	Fo igh lies sk ille d p l to e i t re stm ts res on ers on ne m an ag nve en d r the ir b o h al r isk h a s k usi pit an un ne sse s, s um an ca s s uc ey isk d t ale nt ret tio isk n b ign ific t. pe rso n r an en n r , ca e s an	• T ale riti d nt att on an ffin ho sta rta g s ge s • S kill d ga ps an ina de ork for ate qu w ce pla ing nn • T rai nin nd g a de lop nt ve me ga ps • S ion pl nin nd ucc ess an g a key isk pe rso n r	• B usi dis tio ne ss rup ns • D sed od tiv ity ec rea pr uc of itic al k wle dg • L oss cr no e • T ale nt ret tio ha llen en n c ge s	• T ale uis itio nd nt acq n a ret tio tra teg ies en n s • W ork for pla ing d s kill ce nn an de lop nt ve me pro gra mm es • S ion pl nin nd ucc ess an g a kno wle dg sfe e t ran r nd de lop • T rai nin nt g a ve me uir ts req em en

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.

Process and period for assessing viability

The Directors have assessed the Group's viability over a three year period to 31 March 2026, taking account of the Group's current financial position and the potential impact of our principal risks.

The Group's long-term prospects are primarily assessed through the strategic and financial planning process. The main 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 to consider the principal risks that could affect the Group, which are outlined on pages 81 to 84. The Directors review the principal risks regularly and consider the options available to the Group to mitigate these risks, to maintain the Group's ongoing viability.

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 the Group
• 25% lower deployment
• • A combination of the three scenarios above

Having reviewed the results of the stress tests, the Directors have concluded that the Group would have sufficient 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 Group has a stable baseline profitability. Under all the scenarios above, the Group remains profitable and in the event of any of these happening, mitigating actions would be taken to increase this profitability further.

As of 31 March 2023, the Group balance sheet was strong. The cash balance at year end was £39.8 million and this financial position provides confidence that the Group has sufficient financial resources for the foreseeable future.

Viability statement

Based on the results described above, the Directors confirm they have a reasonable expectation that the Group is well positioned to manage its operations and meet its liabilities as they fall due, over the three year period they assessed.

The Directors also consider it appropriate to prepare the financial statements on the going concern basis.

Pages 7 to 85 constitute the Strategic Report, which was approved by the Board on 3 July 2023 and signed on its behalf by:

Jo-anna Nicolle

Company Secretary FY23 INTRODUCTION STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

GOVERNANCE FINANCIAL STATEMENTS

GOVERNANCE

WHAT'S IN THIS SECTION

EC E C S EX UT IV HA IR MA N'
OD UC TIO IN TR N	87
BO AR D O F D IR EC TO RS	88
CO RP OR AT E G OV ER NA NC E	90
NO MI NA TIO N CO MM ITT EE R EP OR T	99
AU DI T & R ISK C OM MI TT EE R EP OR T	10 3
RE MU NE RA TIO N CO MM ITT EE
RE PO RT	10 9
DI RE CT OR S' RE PO RT	12 2

SHORTHOPE, SCOTLAND part of Foresight Sustainable Forestry Company Plc's portfolio.

EXECUTIVE CHAIRMAN'S INTRODUCTION

"We remain committed to continuing to identify and implement improvement of our corporate governance to the benefit of the success and development of our business and to bring long-term value to our stakeholders."

I am pleased to introduce the Group's Corporate Governance Report on behalf of the Board for the year ended 31 March 2023 and to re-affirm our commitment to conducting business responsibly and maintaining high standards of corporate governance. This reflects the Board's belief that strong and supportive corporate governance is the foundation of a successful business in a competitive and regulated arena.

Overview

Detailed within this and the overall Annual Report, we have provided details of the Group's structure and the work of the Board and its Committees during the year that illustrate how our responsibilities have been discharged. In so doing, the Board has sought to comply with the Corporate Governance Code, details of which are noted in the Directors' Report on page 122.

The Board recognises its fundamental role to deliver the long-term success of the Group, generating value for Shareholders whilst looking after its employees and other stakeholders. We have provided more information on those activities in the Stakeholders section on pages 55 to 61. Additionally, the Board contacted all Shareholders who voted against the three resolutions that received >20% dissenting votes at the 2022 AGM to better understand both the reasons behind those votes and to see what (if anything) we could have done to have changed their votes. From the responses received, we have recognised the importance of making clearer, more augmented disclosures going forward, which we trust is evident from the disclosures made within this Annual Report.

In recognition of the importance of our staff, we have been pleased with the success of the Employee Forum, which is now in its second year. Membership of the Forum now includes representation of all our overseas offices and overseas participation in meetings across the Group is encouraged, with meeting times set to suit the various participants. The Employee Value Proposition, which was launched by the Forum in 2022, very much underlines the value placed on engaging with our staff to gain the benefit of their views, skills, knowledge and experience.

This year has also seen a good deal of development within our sustainability framework. Further information can be found in our separate Sustainability Report, which can be found at https://foresight.group/sustainability-report-fy23 and also on page 46 of this Annual Report.

Regarding the Board membership and our performance, we conducted our second internal Board evaluation in the last quarter of the financial year. The Nomination Committee reviewed the results, which are discussed in the Nomination Committee Report on page 102.

As a Board, we remain committed to continuing to identify and implement improvements to our corporate governance to the benefit of the success and development of our business and to bring long-term value to our stakeholders. I look forward to reporting to you on our progress in the next Annual Report.

Bernard Fairman Executive Chairman 3 July 2023

BOARD OF DIRECTORS

The Board is responsible to the Shareholders and wider key stakeholders for the overall performance of the Group and for the leadership, promotion of the long-term sustainable success of the Group and generation of value for Shareholders.

Committee membership key

Audit & Risk Committee

Nomination Committee

Remuneration Committee

Market Disclosure Committee

Chair

Bernard Fairman Executive Chairman

Background

Bernard co-founded Foresight Group in 1984 to raise a new fund for investment in unquoted technology companies based in the UK, the United States and France. He is the Executive Chairman, with over 40 years of private equity and infrastructure experience. Bernard is responsible for the strategic direction and management of the Group through organic growth and acquisitions to reach a leading position in the UK small cap private equity and international infrastructure markets.

Prior to founding Foresight Group, Bernard worked at 3i Ventures as an investment manager where he was responsible for sourcing, evaluating and negotiating investments.

Qualifications

BA in Applied Economics from the University of Nottingham.

External directorships Beau Port Investments Limited.

Gary Fraser Chief Financial Officer and Chief Operating Officer

Background

Gary joined Foresight in 2004 and is the Chief Financial Officer and Chief Operating Officer based in the London office. He has over 27 years of experience and is responsible for all financial and operational matters including providing and facilitating specialist financial input into corporate, portfolio and investment decisions.

Prior to joining Foresight, Gary worked at F&C Asset Management as a company secretary, where he focused on legal and tax compliance, financial compliance, technical and financial reporting and corporate finance. He has also worked at EY, focusing on audit and risk assurance, and corporate finance.

Qualifications

Chartered Fellow of the Securities Institute, Chartered Accountant, BAcc from the University of Stirling.

External directorships

Averon Park Limited (a Foresight managed entity)

Performance and risk

BOARD OF DIRECTORS CONTINUED

Alison Hutchinson, CBE Senior Independent Non-Executive Director

Background

Alison is CEO of fintech charity The Pennies Foundation, which 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.

Alison has a strong background in both IT and retail financial services, having started her career at IBM and becoming global director of online financial services before joining Barclays Bank and then specialist mortgage provider Kensington Group PLC as managing director and then group CEO.

In 2016, Alison was awarded a CBE for services to the economy and charities.

Qualifications

BSc in Technology & Business Studies from Strathclyde University.

External directorships

DFS Furniture plc, Yorkshire Building Society and Your Penny Limited.

Overview

Geoffrey Gavey Independent Non-Executive Director

Background

Geoff joined the Foresight Group Board in 2015 as an Independent Non-Executive Director and sits on the Remuneration, Audit & Risk and Nomination Committees. He is the managing director of FNB International Trustees Limited ("FNB") and deputy head of banking for FNB Channel Islands Bank. He is a member of the audit and risk committee of both FNB International Trustees Limited and FNB Channel Islands Bank.

He was formerly a director of Fairbairn Trust Company Limited, a subsidiary of Old Mutual, and worked for Lloyds Bank International in both Guernsey and Gibraltar.

Qualifications

Associate of the Chartered Institute of Bankers, Member of the Chartered Institute of Marketing, registered Trust and Estate Practitioner, BSc in Mining Engineering from University College, Cardiff.

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

Background

Formerly Chief Executive of the electricity utility Jersey Electricity plc, Mike is the Non-Executive Chairman of JTC plc and has extensive experience across public and private sector businesses.

Mike has 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 public sector appointments. He is a Fellow of the Royal Academy of Engineering.

In 2007, Mike was awarded an OBE for services to the electricity industry and charity. He was elected to the judiciary of the Royal Court of Jersey in 2012, retiring from this position in 2017.

External directorships

JTC plc chairman.

CORPORATE GOVERNANCE

Compliance with the UK Corporate Governance Code in 2023

In compliance with Listing Rule 9.8.7R, as an overseas company with a premium listing, the Company must comply with the 2018 UK Corporate Governance Code (the "Code"), which is published by the Financial Reporting Council. A copy of the Code can be found at www.frc.org.uk. The Board is committed to comply with the Code and did so in full for the financial year aside from the areas noted below:

is io Pr ov n	la t io Ex p na n
9 & 19	Th od nd ha he le of ch nd ch ief e C s t t t air uti e r ec om me ro ma n a ex ec ve offi ho uld t b d b th nd du al. rci e i ivi Si ce r s no e e xe se y e s am nc e Ad mi ion Be rd Fa irm ha rci d t he le of Ex uti ss rna an s e xe se ro ec ve , Ch air mb ini th ole of ch air nd ch ief uti offi ma n, co ng e r ma n a ex ec ve ce r, wh ich do ly wi th th nd ati f t he C od t c es no om p e r ec om me on s o e. Th e N ina tio n C mi nd th e B rd nti sid tte e t om om e a oa co nu o c on er tha in th e C 's s cifi nd ci he le of t, ta , t om pa ny pe c c as e a rcu ms nc es ro Ex uti C ha irm is in th e i f S ha reh old in de nte t o r t an ec ve an res ers or o uti lise th le ad hip liti d s ign ific ien of t e e p rov en ers q ua es an an xp er ce rd irm th oin rci al f t he Be Fa to rna an en su re e o ng g c om me su cc es s o Gr rth rd irm f t he fo de of th Fu B Fa ou p. er mo re, er na an as on e o un rs e w in d c th fo ide ab ilit nd nti ity Co 19 84 st mp an an an ere re pr ov co nu y y a th h h is d ile d u nd nd of th bo th eta ta ing e G 's o rat ion ro ug ers ro up pe s, d p nd th ke wh ich he liti st t, a ts in it tes . T pa an res en e m ar op era se q ua es ide red be of lar he to rti im rta ive n t C 's are co ns pa cu po nc e g om pa ny th bit ion nd lat ive ly t li sti . T he B rd , t hro h t he gr ow am s a re rec en ng oa ug No mi tio n C mi nti vie its sio lan nin tte to na om e, co nu es re w su cc es n p g ula r b is a nd fu rth de ils of th e d isc sio n b ta on a reg as er es us ns ca e fo d w ith in th e N ina tio n C mi 99 10 2. tte t o to un om om e r ep or n p ag es
26	he si of ig ht Gr the C ud it & isk Du e t o t Fo 's A R ze res ou p, om pa ny itte vi ins th it i int Co e's at ot t n to mm ew re ma s n ye ec es ry ap po an sa al dit fu Th is d ill r de int tio isio ain sta nt iew ern au nc n. ec n w em un r c on rev by th rd d A ud isk wh ha l e B it & R C mi tte e t t a n i nte oa an om e, o a gre rna

The table on pages 91 and 92 illustrates how Foresight Group Holdings Limited has applied the principles and complied with the provisions of the Code during the year. The adjacent schedule provides signposting of where this report illustrates the Group's compliance with the Code and a high level overview of that compliance.

audit function will be required once the Company reaches a certain size.

	Pa g es
d de h ip d Co Bo Le Pu ar a rs an m p an y rp os e Eff tiv nd ria l b rd tre ec e a en pr en eu oa Co 's v alu nd st rat mp an y e, pu rp os e a eg y Ris k m t an ag em en St ak eh old nt er en ga ge me W kfo lic ies (r tio n) or rce po em un era	88 89 d 1 02 an , IFC d 8 18 to an 73 84 to 55 62 to 113 114 d 1 16 an ,
D iv is io f Re i b i l i t ies n o sp on s ID1 Re sib ilit ies of th e C ha ir a nd th e S sp on Ex uti N -E tiv e D ire cto ec ve vs on xe cu rs Tim mi tm t e c om en Bo ard eff tiv nd effi cie ec en es s a nc y	93 93 10 1 10 2
Co i t io Su io d lu t io Ev m p os n, cc es s n an a a n Ap int d s ion nts po me an uc ce ss Sk ills kn led d e ien et, ow ge an xp er ce alu Ev ati on	10 1 88 d 8 9 an 10 0 a nd 10 2
Au d i t, R is k a d In te l Co tr l n rn a n o Ind de nd eff tiv f a ud it f cti nd ep en nc e a ec en es s o un on s a int rit f t he fin cia l st ate nts eg y o an me ba lan d a nd de da ble of th Fa ir, rst nt ce un an as se ss me e Co 's sit ion d p cts mp an y po an ros pe ks d i l c ls Ris nte tro rna an on	10 3 t o 1 08 Sa ab me as ov e ab Sa me as ov e
Re t io m un er a n lic d p Re rat ion ies tic mu ne po an rac es al d t ed fo tiv nd nio Fo nt rm an ran sp are pr oc ure r e xe cu e a se r tio oli cie nt ma na ge me rem un era n p s	10 9 t o 1 21 ab Sa me as ov e ab Sa me as ov e

Exercise independent judgement and discretion

1. As the Company has an Executive Chair, certain responsibilities are undertaken by the SID. This division of responsibilities is fully documented.

Performance and risk

CORPORATE GOVERNANCE CONTINUED

The Board has overseen the Group's corporate governance and business activities during the course of the financial year, which has been illustrated throughout this Report. The Board has actively worked with the Executive Committee and senior managers to ensure high corporate governance standards are developed and improved to support the Group in achieving its goals for enabling revenue generation, operational resilience and growth for the long-term success of the Group for the benefit of its stakeholders and wider society.

Overview

Ar f fo ea s o cu s	P U R P O S E, V A L U E S A N D S T R A T E G Y	F I N A N C I A L M A N A G E M E N T A N D P E R F O R M A N C E	S U S T A I N A B I L I T Y	S T A K E H O L D E R E N G A G E M E N T
d Bo ar t iv i t ies ac	s/B rd eti rd ing • B ort oa me ng oa rep • B rd str ate d n etw ork ing da oa gy an ys d h eti nd lls wit h s ior • A oc me ng s a ca en ke d k nt roj ts ma na ge me on y p ec an ey of the bu sin are as ess nd plo • A tte at t an ce em ye e e ng ag em en for he str ate is a k lue um s w re gy ey va dri ve r h s • M tin wit ior t ee gs en m an ag em en d a d h att da at tin of an oc en nce m ee gs key itte co mm es al o f th pla • A pp rov ree ye ar n nsi de rin tra teg ic g th row co g s ic/ by int al g th d org an ern row an uis itio acq n • A al o f b usi uis itio th pp rov ne ss acq ns, e sha iss d o rsig ht of bu sin re ue an ve ess int ion rat eg • O rsig ht of nsi of di ibu tio str ve ex pa on n int he US o t	ula r li ais of fin ff w ith • R sta eg on an ce Ch of dit k C air Au & Ris mit tee om • C ha ir o f A ud it & Ri sk Co itte mm e eti in de nd tly ith th ud it me ng pe en w e a le rtn rtin pa er pre -re po g c yc • M ted by t re rt g an ag em en po en era dit au or • B rd ing ort oa rep d A • K PI PM vie an re ws • A d-h da Va lua tio att at oc en nce n Co itte mm es	• A oin f a mb of the tm t o pp en me er ard d E Bo uti Co itte e t an xec ve mm o ch pio ust ain ab ilit am n s y rai nin g i n k rel • T nt to ey are as eva the bu nd G p's sin tiv itie rou ess ac s a gie str ate s rd ing • B ort oa rep • J oin ha ing th t v tur en es en nc e Gr p's ina bil ity in itia tiv d sta ou su es an bil ssi its sta ina ity st rat pro gre ng su eg y • R ula r in ion ith th e H d o f ter act eg w ea Su ina bil ity sta • A al a nd oti of rov pr pp om on tai bil ity lat ed oli cie st rat sus na -re eg y, p s d a cti vit ies an • A al o f th e M od Sl d pp rov ern ave ry an Hu n R igh Sta ts tem t ma en • S ust ain ab ilit nts d j oin t y e ve an ch the Ed Pro jec ntu t ve res su as en	ula tin wit h k • R eg r m ee gs ey Sh ho lde nd ark aly et sts are rs a m an • E loy Fo d E loy Va lue mp ee rum an mp ee sit ion in itia tiv Pro po e • A nd d p icip ati in tte art an ce an on a rie of ind bo die ha the ty ust s t va ry o s pe inv d r ela ted est nt nt me ma na ge me an ind ust rie s • P oti d t nt rom ng op en an ran sp are rel shi d c ith ati nic ati on ps an om mu on w all sta keh old ers ito rin f c nd • M ust tre on g o om er s • A l G l M tin era nn ua en ee g rin sid tio n is gi • E n t nsu g c on era ve o keh old ith sta im cts in i stm t er pa w nve en pro ces s rin nti of • E ete G nsu g r on rou p s/s of mb hip ign ato sta tus me ers ry s/b tai bil ity nis ati od ies sus na or ga on trib du lta • C uti to in str tio on ng y c on su ns rtin tak eh old sup po g s er gro up s
tr te S a g y

CORPORATE GOVERNANCE CONTINUED

f fo Ar ea s o cu s	O S P E P L E, D I V E R I T Y & I N C L U S I O N A N D S U S T A I N A B L E C U L T U R E	O S G O V E R I H T F O P E R A T I O N A L P E R F O R M A N C E V S S T R A T E G I C T A R G E T S	S G R I K M A N A E M E N T	C O O G O C R P R A T E V E R N A N E A N D R E P O R T I N G
Bo d ar t iv i t ies ac	• R eb din he HR Te be g t to ran am co me the Pe le a nd Su ina ble Cu ltu sta op re he Tea to nis e t ir c mit nt m rec og om me to te d s rt a sta ina ble pro mo an up po su rkf ult wo orc e c ure loy d E loy lue • E Fo Va mp ee rum an mp ee Pro sit ion in itia tiv po e ale ing • T nt ma pp • E loy mp ee sur vey s ion pl nin rsig ht • S ucc ess an g o ve • W his tle blo win rsig ht g o ve nd ork for • S rtin oti up po g a pr om ng w ce init iat ive ha ion ing di rsit nd s c mp ve y a inc lus ion , in clu din g T he Div ity ers jec d c nic ati Pro t, e nts ve an om mu on s led by aff st	• O rsig ht via rtin nd ve re po g a m/ da in T att at rta en nce ce ea Co itte tin mm e m ee gs • C ha llen gin he Ex uti Dir g t tor ec ve ec s d E uti Co itte an xec ve mm e o n rfo pe rm an ce • M tin he ad s d ire ctl g t ee ea m y	• O rsig ht of int ion of ire d rat ve eg ac qu bu sin ris k f ork to ess es ram ew • O ein isk t ve rse g r m an ag em en fra rk me wo lem of k s • I tat ion ris yst mp en ne w em • R iew nd ch alle f t a ev , as ses sm en ng e o Gr inc ipa l an d e rgi ris ks p's ou pr me ng • M tin wit h C RO d H d o f R isk ee gs an ea	• A l G l M tin nn ua en era ee g pli h t he • M ito rin wit on g c om an ce Co rat e G Co de rpo ov ern an ce • O oin th d i t ng g g row an mp rov em en the fra rk, to go ve rna nce me wo int ain ing al ign nt wit h b usi ma me ne ss h wt gro rd eff nd • B tiv vie oa ec en ess re w a pla ing nn rsig ht of glo ba l su bsi dia rie nd • O ve s a offi ces ula rd eti nd rtin • R r B eg oa me ng s a re po g • E t w ith ter l ad vis ng ag em en ex na ers d e ert an xp s
tr te S a g y

Performance and risk

Overview

Board

Senior Independent

Non-Executive Director

CORPORATE GOVERNANCE CONTINUED

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 and targets.

The roles of the Board and its four Committees are summarised below:

Bo d ar	Ro le iew ov er v
Ex ive C ha irm ut ec an	• I de nti fy, de lop d p G l tra teg ve an rop ose rou p s y, a nn ua bu dg bu sin pl nd ial ob jec tiv et, ess an s a co mm erc es
	• O rsig ht of the Ex uti Co itte e's f th t o ve ec ve mm m an ag em en e Gr nd uti of G tra teg ou p a ex ec on rou p s y
	• P ote pri ate st da rds of s t he rom ap pro an go ve rna nce ac ros Gr nd pli wit h le l an d r ula tor ou p a en sur e c om an ce ga eg
	y nsi bil itie res po s	ive ire No Ex ut D n- ec
	• E tim ely flo f a rat nd liab le i nfo ati ith in re re rm nsu w o ccu e a on w the G nd ith th e B rd rou p a w oa
	lth fet nd ell be of ork for d w ork for • H ing ea , sa y a w w ce an ce nt en ga ge me
	nic ati ith ork for d e rin rd • C g B om mu on w w ce an nsu oa of ff v sta iew aw are ne ss s
	• B rd lua tio rsig ht oa eva n o ve
O/ CF CO O	• S he Ex uti Ch air n in de lop ing G rt t up po ec ve ma ve rou p
	al b ud t, b pla d c al str ate usi rci gy , an nu ge ne ss ns an om me ob jec tiv es	Co Se ta mp an y cre ry
	• S he uti Co itte n t Ex erv e o ec ve mm e
	• R sib le f the G p's tio d o rat ion al esp on or rou op era ns an pe vi he Ex uti Co itte str ate a t gy ec ve mm e
	sib le f sk, lian • R Fin Ri Co Go , P SC esp on or an ce, mp ce, ve rna nce d C te IR an orp ora

Role overview

• Act as a Non-Executive Director
• Act as intermediary for other Directors and the Shareholders to ensure views are communicated and understood
• Lead the Board when the Executive Chairman is absent
• Designated NED for workforce engagement
• Ensure effective communication by the Group with its workforce and stakeholders
• Lead on the appraisal of the Executive Chairman's performance and evaluates the same
• Contribute to succession planning of the Executive Chairman, the other Directors and the Board's 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
• Provide advice and support to the Board as necessary
• Ensure timely and accurate information flows to the Board
• Ensure compliance with the Company's Board and corporate governance policies
• Keep the Board updated on changes to applicable regulation, legislation and best practice standards
• Tailor and carry out comprehensive inductions for new Directors
• Provide support to the Chairman
• Support the Chairman with the Board evaluation

CORPORATE GOVERNANCE CONTINUED

Board Committees Audit & Risk Committee

The Audit & Risk 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. This includes annual financial statements and risk appetite, considering the scope of the annual audit and the extent of the non-audit work undertaken by the External Auditor, advising on the appointment of the External Auditor and reviewing the effectiveness of the internal control systems (including risk management processes and cyber risk) in place within the Group. The Audit & Risk Committee will normally meet no less than four times per year.

Nomination Committee

The Nomination Committee assists the Board in determining the composition and make-up of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as Directors, as the need arises. The Nomination Committee also determines succession plans for the Board and organises the annual Board effectiveness review. The Nomination Committee will normally meet not less than once a year.

Remuneration Committee

The Remuneration Committee provides the Board with recommendations as regards the remuneration policy for executive remuneration, levels of remuneration for each of the Directors as well as making recommendations in regard to and monitoring the remuneration of the Group's senior management. The Remuneration Committee will also prepare an annual remuneration report to be approved by the members of the Company at the Annual General Meeting ("AGM"). The Chair of the Remuneration Committee will be available at AGMs of the Company to respond to questions from Shareholders on the Remuneration Committee's activities. The Remuneration Committee will normally meet no less than twice a year.

Market Disclosure Committee

The Board has delegated to the Committee responsibility for overseeing the disclosure of information by the Company to meet its obligations under MAR. The Committee is required to maintain procedures, systems and controls for the identification, treatment and disclosure of inside information and for complying with the obligations falling on the Company and its Directors and employees under MAR. The Committee meets as necessary or appropriate as determined by its Chair, Bernard Fairman. It is authorised to investigate any matter within its Terms of Reference and to seek any information it requires from any employee of the Company in order to perform its duties and all employees are directed to co-operate with any request made by the Committee. The Committee will conduct an annual review of its work, membership and Terms of Reference to ensure it is operating at maximum effectiveness. It will also make recommendations about any changes it considers necessary to the Board.

Board and Committee meeting attendance

Me eti ngs	ard Bo	dit k Au & Ris Co itte mm e	Re ati mu ner on Co itte mm e	No min ati on Co itte mm e
1 Be rd Fa irm rna an 2/ /2 (A oin ted : 2 02 010 ) pp	6	—	—	—
Ge off G av ey 1/0 5/ (A oin ted 15) : 3 20 pp	6	5	4	4
Al iso n H hin utc so n 3/0 2/ (A oin ted : 0 20 21) pp	5	4	4	3
Mi ch l L ist ae on 3/0 2/ ted (A oin : 0 20 21) pp	6	5	4	4
Ga Fra r1 ry se 3/0 2/ (A oin ted : 0 20 21) pp	6	—	—	—

1. Note that Bernard Fairman and Gary Fraser are not members of the Audit & Risk, Remuneration or Nomination Committees.

CORPORATE GOVERNANCE CONTINUED

Executive Committee

The Executive Committee, acting under the oversight of the Group's Executive Chairman via his membership of the Committee and within the authority delegated by the Board, has been tasked with the management of the Group on a day to-day basis; in particular, to pursue the Group's commercial objectives and execute and deliver Group strategy, as approved by the Board, and to provide periodic updates to the Board accordingly. Gary Fraser also sits on the Executive Committee. The other members are as follows:

David Hughes, Chief Investment Officer

David joined the Group in 2004 and is the Group's Chief Investment Officer and is based in the London office. He has over 45 years of experience and is responsible for the overall management of the Foresight Group investment portfolio, overseeing the complete investment cycle from initial investment to ultimate realisation.

Prior to joining Foresight, David worked at Advent Venture Partners as a Principal in the VCT Unit, where he was responsible for managing Advent's two listed VCTs, comprising a portfolio of over 30 unquoted investments, mainly in technology companies. He also spent almost 20 years working at 3i, where he provided advice to public and private companies on corporate strategy, acquisitions, disposals, mergers and capital raising.

David is a Fellow of the Chartered Association of Certified Accountants and holds a First Class BSc in Chemistry from the University of Bristol.

Nigel Aitchison, Co-Head of Infrastructure

Nigel joined Foresight in September 2008 and is Co-Head of Infrastructure based in the London office. He has over 30 years of experience covering specific areas such as waste management, project finance and fund management.

Prior to joining Foresight, Nigel was a director within Shanks Group where he was responsible for strategy and managing relationships with key stakeholders for the UK business. Prior to that he led the management of their PFI division both in terms of bidding and operational profit and loss responsibility.

Nigel is a Chartered Environmentalist and a member of the Chartered Institute of Waste Management. He also holds a Diploma with Distinction in Environmental Science from Crewe and Alsager College.

Nigel officially retired from Foresight on 30 June 2023 but shall remain as a consultant to Foresight Group for a minimum period of six months.

Ricardo Piñeiro, Co-Head of Infrastructure

Ricardo joined Foresight in 2011 and is Co-Head of Infrastructure based in the London office. He has 17 years of experience in fund management, sustainable infrastructure investment and financing in the UK and internationally.

Prior to joining Foresight, Ricardo worked at Espirito Santo Investment where he focused on lending and advisory for the energy infrastructure and transportation sectors.

Ricardo holds a BA in Business Administration with Finance from the Universidade Católica Portuguesa.

Performance and risk

CORPORATE GOVERNANCE CONTINUED

Executive Committee continued

James Livingston, Co-Head of Private Equity

James joined Foresight in 2007 and is Co-Head of Private Equity, based in the London office. James has 17 years of experience and is a member of the Investment Committee. James is responsible for originating, negotiating and managing growth and buyout investments in a variety of sectors.

In 2016, James led the investment into Simulity, and nine months later its sale to ARM, generating 3x return and a 400% IRR. Other successfully exited investments include FFX and Channel Safety Systems.

Prior to joining Foresight, James was in Deloitte's Strategy Consulting team. James holds a Master's degree in Natural Sciences and Management studies from Cambridge University as well as the CIMA Advanced Diploma in Management Accounting.

Overview

Matthew Smith, Co-Head of Private Equity

Matt joined Foresight in 2010 and is Co-Head of Private Equity and based in the London office. Matt has 17 years of experience and is a member of the Investment Committee. Matt has a particular focus on ESG considerations and has helped develop Foresight's approach.

Prior to joining Foresight, Matt worked for Rothschild, where he spent six years advising companies in a range of sectors on a variety of transaction types.

Matt graduated from Oxford University with a Master's degree in Biological Sciences and a postgraduate degree in Physiology.

Performance and risk

CORPORATE GOVERNANCE CONTINUED

Our governance framework

The Board adopted the "Matters Reserved for the Board", which is available to view via the Company's website and by writing to the Company Secretary at the registered office. As part of its governance framework, the Board appointed the four standing committees listed below and the Executive Committee. The purpose of each committee is summarised below.

Overview

The Board appointed the

The Board

The role of the Board is to collectively promote the long-term success of the Group. Also, to shape the Group's strategy, having regard to all stakeholders, while maintaining a balanced approach to risk within a framework of effective controls.

Audit & Risk Committee

Oversees financial reporting and monitors internal controls including risk management. Monitors the effectiveness of the external auditors.

Remuneration Committee

Sets, reviews and recommends the Group's overall remuneration policy and strategy and monitors their implementation.

Nomination Committee

Evaluates and makes recommendations regarding Board and Committee composition and succession planning.

Market Disclosure Committee

Oversees disclosure of information by Foresight Group Holdings Limited to meet its regulatory obligations.

Executive Committee (see pages 95 and 96)

Oversees and manages the Group's day-to-day operations.

CORPORATE GOVERNANCE CONTINUED

Our governance framework continued

The Group's governance framework forms the foundation of its operations, enabling it to operate and develop as a successful and sustainable business, understanding and responding to the needs of our key stakeholders and the changing market conditions in which we operate.

The governance structure, as illustrated on page 97, takes a layered approach:

• Level 1 the structure is headed by the Board, whose responsibility is to set the Group's purpose and strategy in a manner compliant with the Code (as set out above) and in the interests of the Shareholders and other stakeholders. It has appointed four Committees, which are shown on pages 94 and 97, each of which is subject to Terms of Reference set and approved by the Board. Those Terms of Reference can be found on the Group's website https://www.foresightgroup.eu/.
• Level 2 the Board has authorised the Group's Executive Committee to manage and oversee the Group's day-to-day activities in such a way as to achieve the strategies and targets set by the Board and to support the Board in setting such strategies and targets.
• Level 3 the Executive Committee is supported by Group and jurisdictional level committees, jurisdictional boards and senior management globally.

Common committee members and regular reporting go to support the efficiency and effectiveness of the structure and ultimately provide the Board with the information needed to discharge their responsibilities. Further, the Board is provided with unfettered access to meetings of key committees, teams and boards so, should they wish to attend, they can judge the information flows, controls, effectiveness and efficiency of our operations directly.

The Group has adopted high standards of corporate governance driven by the Code's principles and also by the requirements of regulation and legislation across the business. These standards are translated into policies, which are rolled out across the Group as appropriate.

Overview

As the Board has an Executive Chairman, the Senior Independent Director undertakes certain responsibilities normally assigned to a non-executive chair. This split in responsibilities is captured by a corporate governance document, "Division of Responsibilities between the Executive Chair and the Senior Independent Director", which can be found at https://www.foresightgroup.eu.

The Board

The Board is responsible to the Shareholders and wider key stakeholders for the overall performance of the Group and for the leadership, promotion of the long-term sustainable success of the Group and generation of value for Shareholders. Such activities, where possible, should provide a positive contribution to society, within a framework of prudent and effective controls that enable risk to be assessed and managed. While the Board may delegate some of its powers, certain powers may not be delegated and are documented in "Matters Reserved for the Board". Such matters include those related to the following:

• Strategy
• Financial
• Treasury
• Legal, administration, pension and other benefits
• Communications with Shareholders
• Executive Group appointments and arrangements

The Board fully complied with the above during the year.

Board independence

GOVERNANCE

The independence of the Non-Executive Directors was judged as part of the annual evaluation in accordance with the Code, and the Nomination Committee considered that they were all free from any relationship or circumstances that could affect, or appear to affect, their independent judgement. The Committee was satisfied that the Non-Executive Directors could properly fulfil their roles on the Board, providing constructive challenge to the Board and Executive Committee.

Conflicts of interest

The Company Secretary maintains a register of conflicts of interest. Each Director understands their responsibility to identify and manage conflicts of interest and to provide details to the Board and the Company Secretary. The Directors are reminded of their responsibilities in relation to conflicts of interest at each Board meeting. The Company Secretary provides a copy of the register of conflicts of interest at all full Board meetings, to enable the Board to monitor and note any potential conflicts of interest that may have arisen. 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 responsibility to the Company, their independence is maintained and there are no conflicts of interest arising as a result of the appointment.

Professional advice

Subject to complying with the Guidance for Obtaining Independent Advice, a Director 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.

Performance and risk

NOMINATION COMMITTEE REPORT

The Committee's key responsibilities include Board composition, succession, diversity and performance evaluation.

Mike Liston OBE Chair of the Nomination Committee

Dear Shareholders,

I am pleased to present the Nomination Committee report for the year ended 31 March 2023 and wish to thank the other members of the Committee, Alison Hutchinson and Geoffrey Gavey, management and our external advisers for their support during the year.

Overview

Key responsibilities

The Committee's key responsibilities include Board composition, succession, diversity and performance evaluation. During the year, new focus was applied to initiatives to further improve equity and inclusion beyond the Board, not least by our People and Sustainable Culture Team, who continuously develop people strategy for the Group.

Succession

Having made rapid progress in executing its growth strategy in its second full year as a listed company, succession has become a key priority for the Committee's long-term planning activities. Together with the Executive Directors, it continues to develop Group-wide talent, recruitment and retention mechanisms to future proof its skills needs. These include professional development, training and skillset mapping at Board and Executive Committee levels, with diversity as a culture-enhancing opportunity for the business as a whole.

The Committee's succession planning acknowledges that the present combination of the Executive Chairman and CEO roles and Executive Chairman's tenure are both areas of non-compliance with the 2018 UK Corporate Governance Code (the "Code"). The Corporate Governance report on pages 90 to 98 confirms the Committee's continuing and unanimous support for Bernard Fairman's continuation in that combined role, which remains unchanged since the Company's IPO. In due course, when Mr Fairman retires, the chairing role will become independent and will separate from the CEO role.

Board composition and diversity

The Board was formed in February 2021 at the time of the IPO and its composition remains relevant to and supportive of the Group's business activities and delivery of its strategy for growth.

The Committee keeps under review the foreseeable leadership needs of the Company as it grows. It remains of the view that the constitution of the Board is relevant to the size, complexity and skills needs of the Group. It is mindful that the composition does not currently meet the requirements of the FCA's new diversity rules announced in 2022, as can be seen from the table on page 100. For this reason, it pays particular attention in its oversight of the Group's operations and its direct interactions with key staff and the Employee Forum to ensure there are no cultural or structural barriers for women, ethnic and other under-represented groups. It is satisfied that the Company continues to promote equity, inclusion and diversity and it expects to see an increasingly diverse talent pipeline that will feed into its workforce with more people from minority groups as it expands.

Performance and risk

NOMINATION COMMITTEE REPORT CONTINUED

Board composition and diversity continued

	mb of Nu er	of Pe nta rce ge	mb of Nu er	mb in Nu er Exe cut ive	Pe nta rce ge of Exe cut ive
/ge nd Sex er	ard be Bo m em rs	the ard 1 Bo	ior siti sen po on s	Ma ent nag em	2 Ma ent nag em
Me n	4	80 %	2	9	81. 8%
Wo me n	1	20 %	1	2	18. 2%
To tal	5	10 0%	3	11	10 0%
Mi rity hn ic ba ck d3 et no gro un
hit riti sh oth hit W e B W or er e	5	10 0%	3	11	10 0%
To tal	5	10 0%	3	11	10 0%

Overview

1. Senior positions include CEO, CFO, SID and Chair.

2. Executive Management comprises the Board, Executive Committee and the Company Secretary. See Glossary on pages 209 to 211 for full definition.

3. See Glossary on pages 209 to 211 for full definition.

Board effectiveness and evaluation

The Committee undertook a formal evaluation of Board effectiveness during the year.

This was the second evaluation to be conducted internally and one more is planned before a fully independent external evaluation is carried out. That is scheduled to take place during the Company's third full year, ending 31 March 2025. More details on the results of the evaluation are provided on page 102.

Re-Election of Directors

In accordance with the Company's Articles of Incorporation and the Code, all Board members will retire at the forthcoming AGM and offer themselves for re-election by Shareholders. The Committee does not recommend any change in Board composition and recommends the re-election of each member of the Board.

Shareholder engagement

We value engagement with our Shareholders and I would 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.

NOMINATION COMMITTEE REPORT CONTINUED

Board Diversity Policy

Diversity is a key part of the Group's culture as it brings diversity of perspective, experience and values to help inform decisions and activities to the benefit of the Group and its stakeholders. This culture is embedded within our policies and approach to ensure that our staff are treated fairly and respectfully and have equal opportunities regardless of their age, gender, ethnicity or background. As noted on page 99, diversity is a key consideration of the Committee in reviewing the Board composition and effectiveness and in identifying any new Board members.

Our Board Diversity Policy may be summarised as follows:

• Our aim is to seek to ensure our Board composition is such that the Board as a whole has the right skillset, knowledge and experience we believe is required for us to achieve the Group's targets and strategies and bring value to our Shareholders and other stakeholders
• We will promote and support diversity and will ensure diversity is a key consideration when recruiting new Board members
• Where possible, we will seek to comply with the rules and requirements of our regulators and the industry bodies we engage with as regards diversity and to fully explain any areas of non-compliance
• We will review the skillsets, knowledge and experience of Board members regularly to ensure alignment with the Company's purpose, objectives and culture, demonstrating diversity where possible

Board independence

The independence of the non-executive members of our Board was considered at the IPO to be compliant with the UK Corporate Governance Code. Their independence is reviewed annually by the Committee as part of the Board Effectiveness Evaluation process and the Committee remains satisfied that compliance was maintained throughout the year.

Time commitment

The members of the Board are required to commit sufficient time to the Company as is necessary for them to carry out their duties as Directors. Time commitment is reviewed as part of the annual Board Effectiveness Evaluation process, which confirmed the Committee's belief that the time committed by each Board member remained sufficient and not excessive for the year.

Board succession and planning

The Committee is mandated to:

• Lead the process for appointments to the Executive Group, via a formal, transparent and rigorous process
• Ensure effective succession plans are in place to provide for an orderly succession to Executive Group positions
• Oversee the development of a diverse succession pipeline
• Carry out an evaluation no less than annually of the skills, experience and knowledge of the Board and its committees

As noted above, the Committee is working with the Executive Directors to progress and focus on succession planning and related activities such as training, skillset and experience mapping at Board and Executive Committee levels, as well as diversity. The aim of the planning is to identify and develop the leadership talent on which the Group depends in its business-critical positions and maintain resilience against the emergence of unforeseen gaps as it grows. Succession planning for the Executive Committee and other senior management roles is an additional priority for 2023.

During the year, no new Board members were appointed and none retired.

Board appointments/induction

All new Board members are required to undertake an induction programme, tailored to the needs of the individual and also providing familiarisation with the Company's various governance arrangements. The programme includes meetings with other Board 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 fact finding. The Company Secretary also provides relevant policy and procedural information.

During the year, there were no new Board appointments and no resignations.

Performance and risk

NOMINATION COMMITTEE REPORT CONTINUED

Board Effectiveness Evaluation

An internal Board Effectiveness Evaluation was undertaken in the first calendar quarter of 2023. The process was led by the Committee Chair, supported by the Company Secretary, and involved completion of a questionnaire designed to assess the effectiveness of the Board, its committees and the Board Chairman. The main areas covered by the Evaluation were Strategy, Corporate Governance and Risk and focused mainly on ensuring the Board has the right level of access to information, reporting, staff, etc. to enable it to be effective.

Overview

The responses to the questionnaires were provided on an anonymous basis and collated and presented to the Committee for review, which was formally undertaken at a Committee meeting in March 2023.

The Committee's findings were minuted and actions identified and allocated to appropriate staff for completion. The findings recorded an improvement in all areas, which was in line with recommendations made during last year's Evaluation. While there were no significantly negative findings, some areas summarised below remained priorities for attention:

Ty p e	im A	Pr og re ss
rti d Re po ng an tra ns pa re nc y	th rd th ht To e B eiv ig en su re oa rec es e r of ff, lev el tin to sta etc rep or g, ac ce ss	tly lis ted d f he th As t-g ing C , t ain to im sis te in a rec en an as row om pa ny re rem s s co pe pr ov e c on nc y e of nd st rat ic nte nt nt tin to th e B rd . G d p de d ing sc op e a eg co ma na ge me rep or g oa oo rog res s w as ma ur th icu lar ly in ris k a nd be ity art e y ea r, p cy r s ec ur
St ak eh old er nt en ga ge me (ex cl rkf ) wo or ce	To th e B rd de ds ho rst en su re oa un an w r k ak eh old th eir im st ct to ou ey ers ar e, pa th e b ine d t he ir E SG rio rit ies us ss an p	Th e B rd de ds th rel ati sh ips ith ak eh old e k th of th e G d rst at st to oa un an on w ers ar ey e s uc ce ss ro up an lay im le wi th rin he ES G nd ard ire he rd eiv rta nt t t sta to . T B p an po ro en su g w e m ee s w e a sp oa rec es rio fr d h ff w ho ho ld rel ati sh ips ith th ke ho lde Th rd rts to sta ta e B va us re po om an as ac ce ss on e s rs. oa w ha he th ity ch all aff d, if n ith ak eh old o i nti s t to st st . N nte or en ge an ec es sa ry, en ga ge ers rve on s w ere au w ed d th uir ing req ur r. e y ea
W kfo nt or rce en ga ge me	To kfo is lue d, en su re ou r w or rce va d a nd ide red in lat ion to ma na ge co ns re r in t in aff stm st ou ve en	Th e B rd ke kfo rio ly. Th e S ior In de nd t D ire r is th ha ir o f ta nt cto oa s w or rce en ga ge me ve ry se us en pe en e c r E loy Fo d e lar ly wi th th e H d o f P le d S ina ble C ult ( "P SC ") ta ou mp ee ru m an ng ag es re gu ea eo p an us ure ll a he H d o f S tai bil ity lat ing th kfo . T he PS C t al s t att to nt as we ea us na on m ers re e w or rce ea m pre se an nu be hm ark ing d s ala iew he R tio n C mi e f iew . P SC al sh th e fi nd ing s t o t tte nc an ry rev em un era om or rev so are s of the al ff s ith th e B rd, ho ha in he tio be ke n i f w kn sta t t o t to ta an nu urv ey w oa w ve pu ac ns n a rea s o ea es s.
sio lan nin Su cc es n p g	To ria te sio en su re ap pr op su cc es n lan fo he rd nin r t B p g oa	Th alu ted od s b th n d elo th lan is y r's Ev ati e C mi tte e i ing ion ea on no go p rog res y om ev p e s uc ce ss p fo nd be low rd lev el. Th rd ill he ior uti t a B e A t 2 02 3 B eti eiv e t r s en ex ec ve s a oa ug us oa me ng w rec nh d p lan Co itt 's e mm ee an ce

The Evaluation process includes the performance of the Executive Chairman, with whom the Senior Independent Director discussed the results. The Committee Chair also met with the CFO. The Board will consider the overall findings of the Evaluation at its August 2023 meeting.

Mike Liston

Chair of the Nomination Committee

3 July 2023

Performance and risk

AUDIT & RISK COMMITTEE REPORT

The Audit & Risk Committee continues to play a key role in scrutinising, monitoring and reviewing the adequacy and effectiveness of the Group's internal financial controls and risk management systems, in addition to maintaining the integrity of the Group's financial reporting.

Geoffrey Gavey Chair of the Audit & Risk Committee Dear Shareholders,

I am pleased to present the report of the Audit & Risk Committee for the year ended 31 March 2023.

Overview

Key areas of focus

Over the last 12 months the Committee has focused on the further development of the risk management function within the business whilst continuing to ensure the integrity of the Group's financial statements is maintained, with a particular focus on the valuation and associated accounting for the successful acquisitions made during the year.

The Group's new Head of Risk has implemented several improvements to our systems and controls to support the growth and stability of the business. The acquisition of Infrastructure Capital Group ("ICG") last year precipitated a review of the regional risk and compliance frameworks across our global offices to align governance policies and processes across the Group. This has resulted in a more dynamic exchange of information on risks across our regions.

The Committee is updated on all developments in this regard and is satisfied with the progress.

Interaction with the Financial Reporting Council ("FRC")

The Company received a letter from the FRC on 27 February 2023 following their review of our interim report and accounts for the period ended 30 September 2022 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures.

I am pleased to note that based on their review, there were no questions or queries that they wished to raise.

They did, however, suggest some improvements to our disclosures relating to APMs and segmental profit and loss. We have taken on board this feedback and included a detailed appendix to the financial statements explaining all of our APMs and segmental profit and loss has been detailed in note 5 of the accounts.

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 me as Chair, alongside fellow independent NEDs Alison Hutchinson and Mike Liston.

The UK Corporate Governance Code recommends that all members of the Audit & Risk Committee be Independent Non-Executive Directors, that one such member has recent and relevant financial experience and that the Committee as a whole shall have competence relevant to the sector in which the Company operates.

Whilst no member of the Audit & Risk Committee has an accounting or audit qualification, the Board considers that the Company complies with the requirements of the UK Corporate Governance Code, as I have recent and relevant financial experience, being a member of the Audit & Risk Committee at other companies. The absence of a member of the Audit & Risk Committee with an accounting and/or audit qualification is kept under periodic review by the Board.

Committee meetings

The Committee meets at least three times per year and at such other times as required. The Company's External Auditor or Chief Risk Officer ("CRO") may also request a meeting if they consider it necessary.

The Committee met on five occasions during the financial year under review to discuss and approve both the Annual and Half-year Reports; plan for the audit for the year ended 31 March 2023; and discuss a number of other risk and accounting areas within the remit of the Committee, including the valuation and accounting for the intangible assets and goodwill acquired as part of the Downing and ICG acquisitions.

Overview

AUDIT & RISK COMMITTEE REPORT CONTINUED

Responsibilities

As part of the IPO in February 2021, Terms of Reference ("ToR") were defined and documented for the Committee, which reflect the current statutory requirements and best practice appropriate to a group of Foresight's size.

The Committee is principally responsible for the following:

• (i) Considering and reporting any significant issues that arise in relation to the audit of the financial statements
• (ii) Reviewing the adequacy and effectiveness of the Group's internal financial controls and internal control and risk management systems
• (iii) Considering the need for an internal audit function

Performance and risk

(iv) Reviewing the independence and effectiveness of the external audit process, including the provision of any non-audit services

A copy of the ToR can be found at

https://foresight.group/corporate-governance?tab=Board%20Responsibilities

(i) Significant financial reporting areas

The key areas of risk identified and considered by the Committee in relation to the business activities and financial statements of the Group for the year ended 31 March 2023 were as follows:

Area of focus – Revenue recognition

(Management and Secretarial fees; Marketing fees; Directors' fees; Arrangement fees; and Performance fees)

Comments and conclusions

Management fees

Revenue is recognised in line with the investment management or advisory agreements in place with the appropriate funds. These are typically based on the Net Asset Value ("NAV") or committed capital of Limited Partnership funds managed or advised by the Group. Where NAV is used, it is typically the last audited or publicly available NAV approved by the independent boards of the relevant companies.

Secretarial fees

Relate to services provided to funds Foresight manages (such as company secretarial, accounts preparation, administration, etc.) and are generally driven by Funds Under Management ("FUM") and calculated as a percentage of NAV or as a fixed fee depending on the terms of the individual contract agreements.

Marketing fees

These are fees recognised as a percentage of initial funds raised from the tax-based retail products.

Directors' fees

Relate to services provided by Foresight staff where they are appointed as Directors on the boards of portfolio companies in which the Foresight funds invest. The fees are recognised in line with the contractual agreements between Foresight and the portfolio companies.

Arrangement fees

Earned by Foresight for its role in arranging certain deals (including capital deployments, fundraisings and refinancings), based on a percentage of the capital raised/deployed/refinanced.

Performance fees

Usually one-off in nature and earned from carried interest arrangements. Performance fees are recognised only at the point in time when the Group has certainty as to the receipt of such revenue, such that it is highly probable that a significant reversal in the amount of revenue recognised will not occur. Performance fees were recognised during the year following successful exits from the Foresight Regional Investment Fund LP ("FRIF"), Foresight Nottingham Fund ("FNF"), Energy Infrastructure EIS and Solar & Technology VCT. The revenue was recognised once the Group had received the cash.

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 the financial statements in line with the Group's accounting policies.

AUDIT & RISK COMMITTEE REPORT CONTINUED

Responsibilities continued

(i) Significant financial reporting areas continued

Area of focus – Accounting for Business Combinations under IRFS 3 - Recognition, measurement and impairment of customer contract intangible assets and goodwill

Comments and conclusions

As previously reported, there were two acquisitions during the current financial year, namely Downing and ICG. Management concluded that both acquisitions in the year constituted the acquisition of a business under IFRS 3 and were therefore accounted for as business combinations.

There is a considerable amount of subjectivity used in valuing intangibles of this nature and following provisional assessments at half-year, management engaged a third-party professional services firm to conduct purchase price allocations, including the identification and valuation of separately identified intangible assets for both business combinations.

The separately identified intangible assets are for the customer (management) contracts acquired through both business combinations. These have been valued using a discounted cash flow model, with assumptions regarding length of contract, appropriate costs and appropriate discount rates applied. Contributory asset charges have also been applied to determine the fair value of the management contract. Following discussions with management and review of the third-party report, the Committee is satisfied with the valuations conducted and that there were no indicators of impairment of these intangible assets and those recognised in respect of business combinations from prior periods.

Area of focus – Accounting for Business Combinations under IFRS 3 - Valuation and accounting treatment of deferred elements of consideration payable

Comments and conclusions

The consideration for the acquisition of ICG consisted of different components payable in cash and shares, some of which are subject to forfeiture if any of the sellers cease to be employed or contracted by Foresight during specified time periods. We reviewed the judgements made by management as to whether each component should be accounted for as consideration or as remuneration for post-combination services. Contingent consideration is also based on the achievement of management fee revenue targets in future periods and the Committee is satisfied with the underlying assumptions used by management to forecast revenue to estimate the fair value of this consideration.

The consideration for the acquisition of Downing's ventures business also included contingent consideration based on the valuation of the AUM acquired at future dates. The Committee is satisfied with the underlying assumptions used by management to derive expected AUM at these dates to estimate the fair value of this consideration.

Area of focus – Forward contracts

Comments and conclusions

In order to mitigate the risk associated with the increase in Group cash flows arising in a foreign currency following the acquisition of ICG, the Group entered into a number of forward foreign currency contracts in September 2022. These forward foreign currency contracts are considered to be derivatives and are accounted for as financial instruments within the scope of IFRS 9 but are not designated as hedging instruments and therefore not subject to hedge accounting.

Following discussions with management, review of the Group's treasury policy and confirmation of the existence of the derivatives from the Group's foreign exchange broker, the Committee is comfortable that the contracts have been accounted for correctly in the Annual Report and Accounts.

Performance and risk

AUDIT & RISK COMMITTEE REPORT CONTINUED

Responsibilities continued

(i) Significant financial reporting areas continued

Area of focus – Transfer pricing

Comments and conclusions

Due to the increasing presence of the Group worldwide, a third-party professional services firm was engaged during the year to review and develop the Group's inter-company pricing policies applicable to both the investment management and asset management value chains. As a result of this work, no transfer pricing adjustments were required for charges made to date.

Overview

The Committee was presented with the policies to be adopted by management and is satisfied that these were appropriate. Management will review these policies regularly in light of any changes in tax legislation.

Area of focus – IFRS 2 – Performance Share Plan

Comments and conclusions

The Group continues to operate an IFRS 2 Performance Share Plan ("PSP") scheme and there was a further grant of options in August 2022. The operation of this plan involves management judgement and complex accounting, in particular around the grant and vesting start date and the fair value of the options including appropriate retention rates.

Management continued its engagement with a third-party firm specialising in IFRS 2 valuations to assist with the valuation in this area. Discussions were held between the firm and management who challenged the assumptions used and assessed their appropriateness.

Following discussions with management and review of the output from the third-party firm, the Committee has concluded that the financial statements have been accurately presented in accordance with IFRS 2.

Area of focus – Fair value of investments in underlying funds

Comments and conclusions

The Group has various "co-investments" in underlying Limited Partnership funds. The fair value of these investments is based on the NAV of the respective funds.

There is some element of judgement involved in arriving at the valuation of the investments held by these funds, but the Committee is comfortable with the processes and controls in place across the Group, as evidenced by the ISAE 3402 report produced for the 12 month period to 31 March 2023.

Comfort was also obtained by the fact that these funds were externally audited during the year, plus I attended two Valuation Committee meetings (one for Private Equity, one for Infrastructure) and observed the robust discussion and challenge of assumptions that took place during this process.

AUDIT & RISK COMMITTEE REPORT CONTINUED

Responsibilities continued (ii) Risk management and internal controls

Each business and functional area across the Group identifies risks and assesses the risk and controls framework. Oversight of risks and risk management activity remains with the Group's Risk Committee, with relevant risks discussed at those committees as well, with escalation to the Executive Committee and Audit & Risk Committee as required.

The Board of Directors is accountable for the risk management activities of the Group and responsible for setting the tone for the Group's risk culture. The Board therefore has the ultimate responsibility for the effective 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 81 to 84 of the Strategic Report.

In addition to the Group Risk Committee, the Audit & Risk Committee continues to rely on a number of different 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 discussion and challenge provided by senior management. These meetings covered Risk, Compliance and Valuations in addition to meetings of the three main business divisions.

The Committee provided its confirmation to the Board that it has reviewed the effectiveness of the systems of internal control, including financial, operational and compliance controls, and risk management for the reporting period, as required under the provisions of the Code.

(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 implement an internal audit function in future reflecting the continued 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.

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 deal with conflicts of interest. The most recent report was produced and audited for the 12 month period to 31 March 2023. 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 Auditor provides an effective audit of Foresight's financial statements, including overseeing the relationship and evaluating the effectiveness of the service provided and its 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. Peter Smith has been BDO's senior statutory audit partner since then and given the regulations require the External Auditor to rotate its engagement partner at least every five years, the current year will be Peter's final engagement. BDO have identified a replacement engagement partner, Lizzie Hooper, and I held an initial introductory meeting with her post year end. The rest of the Committee are looking forward to meeting with her in due course.

In assessing the quality and effectiveness of the external audit, the Committee reviewed the audit team's demonstrated competence, experience, diligence, objectivity, professional scepticism, current knowledge and its relationship with the Executive Directors and senior management. In particular, the Committee met with the lead partner and senior members of the audit team to review the audit scope and audit findings, provide challenge and assess the depth of review provided by BDO over the significant judgements and estimates made by management. I also held private meetings with Peter Smith during the year to understand BDO's processes, capability of their staff and observations about management, with all of which I was satisfied.

Performance and risk

AUDIT & RISK COMMITTEE REPORT CONTINUED

Responsibilities continued (iv) External audit, including non-audit services continued

BDO confirmed its independence and objectivity from Foresight during the reporting period and both the Committee and the Board are satisfied that BDO has adequate policies and safeguards in place to ensure its objectivity and independence are maintained.

When assessing the independence of BDO, the Committee 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 independence and objectivity of external auditors. This policy 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 (2019) (the "Ethical Standard"). An external audit firm will 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 services are shown in note 6 of these financial statements. The non-audit services provided by BDO for the year ended 31 March 2023 related to an assurance report on the internal control environment of the Group in accordance with ISAE 3402; the interim review of the Group's Half-year Report; and the annual CASS audits.

Overview

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 the ICG acquisition during the year, the Group inherited PwC in Australia as incumbent component auditor for the acquired ICG entities. Given the benefit of maintaining the continuity in service, the Committee agreed to retain PwC for the local audits in Australia for the year ended 31 March 2023, but will be actively exploring whether it makes sense to move to a different component auditor for the year ending 31 March 2024.

The Committee is ultimately responsible for recommending to the Board the appointment, reappointment and removal of the External Auditor. The Committee has recommended to the Board that, subject to Shareholder approval at the 2023 AGM, BDO be reappointed as External Auditor of the Group for the forthcoming year.

On behalf of the Audit & Risk Committee

Geoffrey Gavey

Chair of the Audit & Risk Committee

3 July 2023

REMUNERATION COMMITTEE REPORT

The Remuneration Committee's aim is to establish and maintain appropriate remuneration policies which promote long, term value for Shareholders through transparent alignment with the Board's corporate strategy.

Mike Liston OBE Chair of the Remuneration Committee Dear Shareholders,

I am pleased to share the report of the Remuneration Committee for the year ended 31 March 2023, which includes a summary of findings of the Committee's review of our existing remuneration policy and details the remuneration received by the Directors during the year and our implementation of the policy for the year ahead.

Executive Director policy review

In my 2022 report, I announced our appointment of remuneration consultants, Korn Ferry, to assist the Committee's thorough review of the Company's remuneration policy. This policy had been formulated at the time of IPO in 2021 and whilst compatible with the UK Corporate Governance Code it implied a heavy dependence on the historical shareholdings of the Executive Directors for their remuneration post-IPO. Whilst it is commendable that those Directors have continued to exhibit under public ownership the same extraordinary "owners' mentality" that has driven the Company's success since founding, misalignment with market salary norms and performance incentives threatens, in the Committee's view, the Company's ability to attract new leadership talent to provide for ongoing rapid growth and eventual succession. In addition, the Committee is keen to ensure that its current Executive Directors are appropriately incentivised and rewarded for their post-IPO roles.

The purpose of the review was to establish the policy's adequacy to support the delivery of the Board's strategic objectives and in this respect its remit extended also to the level immediately below the Board, where legacy remuneration arrangements posed a number of strategic risks.

This undertaking was our primary focus in the period and involved close engagement with senior management across all business units as well as the Executive Directors. I am grateful for the goodwill, candour and integrity which has been shown by all involved. The review concluded that whilst changes to the current remuneration policy are needed to address some anomalies to align with market norms and to support the delivery of business strategy, these changes are more important than urgent and can wait until the next triennial vote by Shareholders when the remuneration policy is put to the Company's 2024 AGM. It is envisaged that the principal change to be proposed at that AGM will be the introduction of an annual bonus opportunity. This short-term performance incentive will complement the longer-term Performance Share Plan which is already in place for senior management but to which the Executive Directors have hitherto not participated. The Committee regards its highest priority now as the development of appropriate financial and non-financial performance criteria to calibrate both these incentive mechanisms against the achievement of the Foresight business strategy. I will engage with key Shareholders ahead of the 2024 AGM to seek feedback on the proposed introduction of an annual incentive plan and these performance criteria and other features of the proposed policy changes.

Review of senior management remuneration

As mentioned above, we extended the policy review to include below-Board senior management remuneration and we have implemented a number of changes for FY24, which we consider important for the future recruitment and retention of key managerial talent. Monitoring the effectiveness of these changes will be an important part of our work described above, given our aim to achieve alignment of Executive Director and senior management remuneration to support our business strategy and the Company's long-established aim of succession from within.

Performance and risk

Overview

REMUNERATION COMMITTEE REPORT CONTINUED

Operation of the policy for FY24

The Committee believes that the Executive Directors should receive a fair and appropriate level of remuneration for their roles, reflecting their skills, responsibilities, experience and contribution to the business and that their personal shareholdings should not be considered when determining their remuneration. The Executive Directors do not currently receive any incentive pay, nor pension contributions, and whilst these matters will be considered in the policy proposals being brought to the 2024 AGM, a more immediate anomaly concerning fixed pay for our CFO/COO, Gary Fraser, has been addressed within the terms of the current policy.

The policy review confirmed that whilst the Executive Chairman's total remuneration is substantially below market (largely because of the absence of incentive pay) its salary ranks at median amongst a peer group of FTSE Small Cap companies of comparable size. Accordingly, that salary will remain unchanged at £550k for the year ending 31 March 2024. However, the CFO/COO's remuneration is significantly below market in both salary and total remuneration. The Committee is alert to investor concerns regarding increases in fixed pay and the preference for any increases to be made gradually in several tranches. However, the magnitude of the gap to market is so profound that the Committee decided to correct the historical anomaly with a single salary increase to £350k for FY24. That is still below the fixed pay median of the peer group of CFOs and it is also noted that the CFO at Foresight Group also fulfils the role of COO.

When reviewing the CFO/COO's base salary the Committee also noted investor preference for increases in remuneration to be made through incentives rather than fixed pay. It is not currently possible for the Executive Directors to participate in the Group's Performance Share Plan because of restrictions put in place as part of a concert party agreement on IPO. This matter will be considered alongside annual bonus participation as part of the policy changes to be brought to the 2024 AGM. While noting the benefits of introducing an element of performance-related pay, the Committee's firm view, and one that it believes investors will understand and support, is that the Executive Directors must also receive an appropriate level of fixed pay.

There are no other changes to the operation of the policy for FY24.

Shareholder views

I have reached out to our largest Shareholders to explain the remuneration decisions that the Committee has made for FY24 and thank those investors that have provided feedback. Should you have any questions or wish to provide feedback on our approach, please reach out to the Company Secretary. I look forward to further engaging with you as we prepare our new remuneration policy for approval at our 2024 AGM.

Conclusion

Our commitment to cultivating a culture of fairness and transparency is reflected in our steadfast approach to remuneration practices. We recognise the importance of continually monitoring and evaluating our strategies to ensure they remain aligned with the ever-evolving dynamics of the market.

I look forward to receiving your support for the Shareholder resolution to approve our 2023 Remuneration Report. Your invaluable backing enables us to further our commitment to fair and transparent remuneration practices, driving sustained growth and maximising Shareholder value.

On behalf of the Remuneration Committee

Mike Liston

Chair of the Remuneration Committee

3 July 2023

Performance and risk

REMUNERATION COMMITTEE REPORT CONTINUED

Committee governance Composition

The Committee was formed on 3 February 2021 as part of the preparations for the Company's IPO. Its membership comprises three Non-Executive Directors: Mike Liston (Chair), Alison Hutchinson and Geoffrey Gavey.

The UK Corporate Governance Code recommends that before appointment as Chair of the Remuneration Committee, the appointee should have served on a remuneration committee for at least 12 months. Mike Liston fulfils this requirement, having served on the Remuneration Committee of JTC plc for several years.

Committee meetings

The Committee meets at least twice each year, inviting such attendees, in an advisory capacity, as are considered necessary and appropriate to the business to be discussed.

During the year ended 31 March 2023, the Committee met four times. The Committee reviewed the Executive Directors' and wider Group remuneration policy as well as implementation of the policy for FY24 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 the Executive Director level.

Responsibilities

As part of the preparation for Admission, Terms of Reference ("ToR") were defined and documented for the Committee, which reflect the current statutory requirements and best practice appropriate to a Company of Foresight's size. A copy of the ToR can be found at https://foresight.group/corporategovernance?tab=Board%20Responsibilities

The Committee is principally responsible for determining, in accordance with the principles and provisions of the Code, the policy for the Directors' remuneration and setting remuneration for Executive Director(s) and senior management (as defined in the Code), being the Executive Committee and the Company Secretary (the "Executive Group"). No member of the Executive Group is involved in any decisions as to their own remuneration.

Overview

The Board itself, or, where required by the Articles of Incorporation, the Shareholders, determine the remuneration of the Non-Executive Directors, within the limits set in the Articles of Incorporation.

Advice provided to the Committee

During FY23, Korn Ferry provided external remuneration advice to the Remuneration Committee. Korn Ferry is a signatory of the Remuneration Consultants Group Code of Conduct which requires it to provide objective and impartial advice.

Directors' Remuneration Policy

In determining the Executive Director remuneration policy and practices (including for the Executive Chairman), the Committee ensures the following is addressed:

• Clarity: remuneration arrangements should be transparent and promote effective management with Shareholders and 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 incentive plans, are identified, and mitigated
• Predictability: the range of possible values of rewards to individual Directors and any other limits or discretions should be identified and explained at the time of approving 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

The Executive remuneration for the year just ended and the year ahead is described in more detail later in this report and the Committee is of the view that the current Executive remuneration packages address all the points outlined above.

The Committee also reviews: (i) pay and employment conditions and remuneration trends across the Group, especially when determining annual salary increases; and (ii) the alignment of workforce incentives and rewards with culture.

The remuneration policy below was approved by Shareholders at the Company's AGM on 26 August 2021. It became effective from that date and remains effective for three years.

The Remuneration Committee has decided, as a matter of good corporate governance, to adhere to the requirements of the UK remuneration reporting regulations whenever practicable, although, as a Guernsey registered company, the Company is not required to do so. The UK remuneration reporting regulations contain provisions which make Shareholder approval of the policy of UK incorporated companies binding.

Performance and risk

REMUNERATION COMMITTEE REPORT CONTINUED

Directors' Remuneration Policy continued

As the Company is not UK incorporated those provisions have no legal effect. However, the Company will 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 vote of Shareholders on the policy to be binding in its application.

Overview

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.

Overall remuneration is structured and set at levels to enable Foresight to recruit and retain high-calibre colleagues necessary for business success whilst ensuring that:

• Our reward structure, performance measures and mix between fixed and variable elements is comparable with similar organisations
• Rewards are aligned to the strategy and aims of the business
• The approach is simple to communicate to participants and Shareholders
• Particular account has been 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 behaviour the Committee is able to consider corporate performance on ESG issues when setting Executive Directors' remuneration

Executive Directors' Remuneration Policy table

t io Re m un er a n	d l in k to tr te Pu rp os e a n s a g y	Op t io er a n	im tu i ty Ma x um o p p or n
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Wider workforce remuneration policy table

Re t io m un er a n	d l in k Pu rp os e a n to tr te s a g y	Op t io er a n	Ma im tu i ty um o p p or n x	Pe fo tr ics r rm an ce m e
lar Ba se sa y	vid lev el o f Pro et es a s tio uffi cie nt to rem un era n s nd tai he att t a n t st rac re mo tal ted le w ith pri ate en pe op ap pro rie d e ert ise ex pe nce an xp	sal d Ba ari vie se es are re we ally 1 A . W he ust an nu on ug n nd tin he al s ala g t co uc an nu ry iew fo ll s taff t is rev r a , ac co un tak of the l m ark ter et en ex na (in clu din ark da vid ed et ta g m pro by ind de ad vis ) a nd nt ep en ers ind ivid l p erf ua orm an ce	Wh be hm ark les the ing ain st en nc ro ag ext al m ark et, lar y b ds sta tin ern sa an g a mi nim d m im ill b ed fo um an ax um w e a gre r ch rol ill a lso be ken of e. A t w ta ea cco un pli ed llea ho le inc to rea ses ap co gu es as a w wh de mi nin ala inc ter en g s ry rea ses ac ros s the bu sin ess	dd he be hm ark In a itio n t o t ing ise nc ex erc , ind ivid l p erf wil l al be orm an ce so ua nsi de red , in clu din g fi ial, tio l, co na nc op era na gic d i nd ivid l g ls s the str ate et at an ua oa f th sta rt o e y ea r.
ion Pe ns	vid Pro titi es a c om pe ve tio kag uffi cie nt rem un era n p ac e s nd tai he to att t a n t st rac re mo tal ted le w ith pri ate en pe op ap pro d e rie ert ise ex pe nce an xp	ff b elo de Sta Pa rtn w er gra ar e titl ed to rtic ipa te in t he en pa Gr p's nsi he . A art ou pe on sc me s p of the t's nsi go ve rnm en pe on rol to- nt au en me pro gra mm e, all st art (if el igi ble ) a new ers re ati lly rol led in the tom to au ca en sch em e.	Th e G trib f b ute p t o 8 % o rou p c on s u ase k) he rni s ( to £1 00 int o t nsi ea ng up pe on sch em e.	N/A
An al bo nu nu s	ria ble ion th Va rat at re mu ne ard he hie of s t nt rew ac ve me al fi ial, tio l an d an nu na nc op era na ind ivid l o bje cti s in ral teg to ua ve the G tra teg rou p s y.	Ob jec tiv lly ba sed t a es are se nn ua th ch f st iev t o rat ic on e a em en eg als . A t th nd of th go e e e y ea r, the Co itte iew ts to mm e m ee rev rfo ain the d st pe rm an ce ag ag ree ob d d jec tiv ete ine es an rm s ut lev els pa yo	In t he tha taff e i ipt of nt t s eve ar n r ece a bo th f th ati to 50 % o eir nu s e qu ng m ore an ba sal th the ad dit ion al a t se ary en mo un ab e 5 0% ill b e d efe d. ov w rre	Aw ard ba sed fin cia l, o ion al, rat s a re on an pe d i nd ivid l g ls s the str ate gic et at an ua oa sta rt o f th r. T he Co itte e y ea mm e r ese rve s the rig ht ke ard of diff to nt ma an aw a ere du ced by hie ain nt nt st am ou pro ac ve me ag the if it be liev the tco m ea sur es es ou me is n ot a f air fle cti of Co re on mp an y rfo . T he lit be he tw n t pe rm an ce sp ee se rfo ill b e d ine d ete pe rm an ce me asu res w rm ally by th e C mit tee an nu om

Wider workforce remuneration policy table continued

t io Re m un er a n	Pu d l in k rp os e a n to tr te s a g y	Op t io er a n	Ma im tu i ty x um o p p or n	Pe fo tr ics r rm an ce m e
Sh e I tiv ar nc en e Pla n ( "S IP" ) fo r U K loy s1 em p ee	Th e C he att om pa ny ac s nsi de rab le i ort to co mp an ce the le o f p erf -ba sed ro orm an ce bo dr ofi tab ilit to ive nu ses pr y d b usi h a nd wt an ne ss gro the im of ide to rta po nce w r d/o all- plo ha em ye e s re an r rfo -ba sed in nti s t pe rm an ce ce ve o alig loy s' i wit h nte ts n e mp ee res the in f S ha reh old ter est s o ers Th has be ad ted e S IP to en op fur the r th ai ose ms	UK plo of the Co em ye es mp an y d i sub sid iar ies ill b ts an w e elig ibl o b ted ard e t e g ran an aw de r th the di of e S IP at eti un scr on the Co itte mm e. nd Ex uti Dir tor nio ec ve ec s a se r lig ibl t e e t ma na ge rs a re no o rtic ipa in t he SIP te pa	Th e S IP is a n H MR C a ed he pp rov sc me , wh by UK plo has p t ere em ye es ca n p urc e u o £1, 80 0 o f P rsh ip Sh art tax ne are s p er ye ar, h t he he rdi o f wit Gr p t tw ou n a wa ng ree tch ing sh s fo h P art rsh ip Sh ma are r e ac ne are rch d. pu ase	Sh d t o b e h eld fo r th to fiv are s n ee ree e be fit fro the ad to nta ye ars ne m va ge ou s RC HM ta x t tm t. rea en
rfo Pe Sh e P lan rm an ce ar ( "P SP ")	Va ria ble rat ion de sig d re mu ne ne inc tiv ise d r ard th to en an ew e hie of lon nt g-t ac ve me erm alig d w ith Sh ho lde tar ts ge ne are r int sts . T he PS P a lso ide ere pr ov s fle xib ilit y i he tio n t ret en n d r rui f E uti tm t o an ec en xec ve Dir tor ec s.	Aw ard ted de r th e P SP s g ran un sub jec hie st t to nt ve ac ve me of rfo nd itio pe rm an ce co ns red hre a t me asu ov er e y ea r rio d. PS P a rds be de pe wa m ay ma nd itio l sh ard r in as co na are aw s o oth for (e nil tio ns) st er ms .g. co op if it de red is nsi pri ate co ap pro Ac ed di vid ds y b aid cru en ma e p in c ash sh he s, t o t ext t or are en tha rds Th e C mit t a st. tee wa ve om dju d a nd ard st s in ma y a an me aw ord wit h t he PS P r ule acc an ce s. Ma lus d c law ba ck vis ion an pro s y b lied in tio l ma e a pp exc ep na cir tan cu ms ces	fin l ye the tal ark lue In a cia to et ny an ar, m va of sha wh ich ard be de res ov er aw s c an ma de r th e P SP icip to art t c t un an y p an an no ally d 1 f th eir al b 50 % o no rm ex cee an nu ase sal , b ut the pl rul wil l al low th ary an es e Re ion Co itte he dis tio rat e t n t mu ne mm cre o ard 30 0% of al b lar y i to aw up an nu ase sa n l ci tio tan exc ep na rcu ms ces	ill v de nd th PS P o pti est ing on s w pe on e Co y's tal sh ho lde n ( "TS R") to tur mp an are r re rfo pe rm an ce

1. We have implemented similar schemes in our overseas jurisdictions during the year, mirroring the terms of the UK scheme where possible.

Non-Executive Director fees

t io Re m un er a n	d l in k to tr te Pu rp os e a n s a g y	t io Op er a n	im tu i ty Ma x um o p p or n
No Ex ive ut n- ec Di r f to rec ee s	Fe le l to fle the of t a t a ct nt es are se ve re am ou tim nd le l of in lve uir ed in ord nt to e a ve vo me req er rfo th du be f th rd d i eir tie e B ts pe rm s a s m em rs o oa an Co itte d t ttr act d r eta in No n-E uti mm es, an o a an xec ve Dir f th e h igh lib wit h r ele tor est nt ec s o ca re va ial d o the eri co mm erc an r e xp en ce	Th e f aid th e N -Ex uti Dir to tor ee s p on ec ve ec s a re de mi d b he Bo ard wh ole . A dd itio l ter y t ne as a na fee ble fo de nd cti Se nio r In t s a re pa ya r a ng as pe en Dir tor d a s C ha ir o f th e B rd' s A ud it & ec an oa Ris k C mit , R tio n C mit d tee tee om em un era om an mi ion Co itte No nat mm e.	Fe e le ls a by fer No n-E uti set to ve re re en ce xec ve Dir fe oth FT SE ies of sim ilar tor at ec es er co mp an d c ple nd ral fo siz tor xit inc e, s ec an om y a ge ne rea ses r sal ari ed plo wit hin th e C em ye es om pa ny.

Notes to the Policy table

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 annual bonus plan reflect the underlying performance of the business or of the employee concerned; (v) apply malus and clawback; (vi) adjust the shares subject to the SIP and PSP awards in the event of a variation of a corporate event by the Company; (vii) apply a holding period where appropriate; (viii) act within the terms of the Termination Policy; and (ix) act within the terms of the Recruitment Policy. Additionally, the Committee may exercise its discretion in order to make such other non-material decisions affecting the Executive Directors' awards in order to facilitate the administration of the annual bonus, PSP and SIP respectively. Any and all decisions will be made in compliance with the Company's policies and in accordance with the applicable plan rules. Use of discretion will be disclosed in the relevant Directors' Remuneration Report.

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 into effect, or (iii) at a time when the relevant individual was 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 Executive Directors' remuneration. We will seek to engage with major Shareholders and their representative bodies on changes to our 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 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.

Recruitment policy

Consistent with best practice, new senior management hires (including those promoted internally) will be offered packages in line with the remuneration policy in force at the time. It is the Committee's policy that no special arrangements will be made, and in the event that any deviation from standard policy is required to recruit a new hire, approval would be sought at the AGM.

The Committee recognises that it may be necessary in some circumstances to provide compensation for amounts foregone from a previous employer ("buyout awards"). Any buyout awards would be limited to what is felt to be a fair estimate of the value of remuneration foregone when leaving the former employer and would be structured so as to be, to the extent possible, no more generous in terms of the fair value and other key terms (e.g. time to vesting and performance targets) than the incentives it is replacing.

Performance and risk

Overview

REMUNERATION COMMITTEE REPORT CONTINUED

Termination policy

In the event of termination, service contracts provide for payments of base salary and benefits only over the notice period.

There is no contractual right to any bonus payment in the event of termination although in certain "good leaver" circumstances the Committee may exercise its discretion to pay a bonus for the period of employment and based on performance assessed after the end of the financial year.

The default treatment for any share-based entitlements under the share plans is that any outstanding awards lapse on cessation of employment. However, in certain prescribed circumstances, or at the discretion of the Remuneration Committee, "good leaver" status can be applied. In these circumstances a participant's awards will, ordinarily, vest subject to the satisfaction of the relevant performance criteria and on a time pro-rata basis, with the balance of the awards lapsing.

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 150% of their annual base salary and after they have left the employment of the Group, they are required to retain a shareholding equivalent to 150% of their annual salary at the time of departure for at least two years after they have departed. Both Executive Directors hold a significant shareholding, as detailed on page 117.

Appointment 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.

The notice period of Bernard Fairman is 12 months and for Gary Fraser is six months, by either party.

Wider workforce remuneration policy

As with the Executive Directors, salary for other employees is set at a level sufficient to attract and retain them, considering their experience and expertise. Remuneration packages comprise salaries plus cash bonuses and/or employee share awards.

The Group regards membership of its share plans as a key part of its reward strategy which also aligns with the interests of employees and other stakeholders. Most employees receive benefits such as a contribution towards private medical cover and life assurance.

Implementation of the Directors' Remuneration Policy in FY23 Directors' emoluments (audited)

The Executive Directors' emoluments for the financial year to 31 March 2023 are summarised in the table below.

	20 23		20 22
Tot al e ing s (£ 00 0) arn	Be rd rna Fai rm an	Ga ry Fra ser	Be rd rna Fai rm an	Ga ry Fra ser
1 Sa lar y	55 0	22 0	20	22 0
fits 2,3 Be ne	12	3	10	2
4 Pe ion ns	—	—	—	—
Sh ria ble ort -te rm va tio rem un era n	—	—	—	—
Lo ria ble -te ng rm va tio rem un era n	—	—	—	—
To tal	56 2	22 3	30	22 2
Am fix ed nt ou	56 2	22 3	30	22 2
ria ble Am nt ou va	—	—	—	—

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 he agreed to reduce his base salary to £20,000.

2. 1. As disclosed in the pre-IPO Prospectus, Foresight Group LLP sold a long leasehold flat to Bernard Fairman's wife for a consideration of £450k, being the fair market value. Foresight Group LLP continues to pay council tax, utilities, service charges and rates payable in connection with the flat for as long as Bernard Fairman acts as Executive Chairman of FGHL.
3. 1. Other benefits for the Executive Directors solely comprise medical insurance.
4. 1. Neither of the Executive Directors receive any pension benefit as they have elected not to participate in the Group's pension scheme.

Performance and risk

Overview

REMUNERATION COMMITTEE REPORT CONTINUED

Implementation of the Directors' Remuneration Policy in FY23 continued Directors' emoluments (audited) continued

Last year the salaries for the Executive Directors were reviewed and the Committee agreed that they would remain the same at £550,000 for Bernard Fairman and £220,000 for Gary Fraser for the year ended 31 March 2023. The Committee noted as part of its decision on salaries that it would be undertaking a broader review of the Executive Directors' remuneration during the year. Neither Executive Director was eligible to receive variable pay in respect of the year ended 31 March 2023 and as a result there was no requirement to consider the exercise of discretion during the year.

No share awards were made to the Executive Directors during the year.

Directors' shareholdings and share interests (audited)

The table below illustrates the current shareholdings of each Executive Director, based on the closing share price on 31 March 2023 (£3.94).

	Nu mb er of sha res	Va lue of sha reh old ing	Sh ho ldin are g uir ent (% of req em	% o f b ase sal at ary
Exe cut ive Di tor rec	at y d ear en	at y d ear en	bas ala ry) e s	end ye ar
Be rd Fa irm 1 rna an	32 ,32 4,6 99	£12 7,3 59 ,31 4	150 %	23 ,15 6%
Ga Fra r2 ry se	4,4 13, 36 5	£17 ,38 8,6 58	150 %	7,9 04 %

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.

There have been no changes to shareholdings of the Executive Directors between the year end and the date of this report.

Both Executive Directors are entitled to 30 days' holiday each year (in addition to the usual bank holidays) and their notice periods are 12 months and six months (by either party) for Bernard Fairman and Gary Fraser respectively.

CEO pay ratio

As a non-UK incorporated company, Foresight is not required to adhere to the CEO pay reporting regulations. However, as noted in my annual statement, the Committee has decided, as a matter of good corporate governance, to adhere to the requirements of the UK remuneration reporting regulations whenever practicable and so has chosen to make a voluntary disclosure of CEO pay ratios.

The table below sets out the salary and total pay and benefits for the three identified quartile employees.

Ye ar		25t h nti le pe rce io rat	Me dia n pay io rat	75t h nti le pe rce io rat
FY 23	Sa lar y	11.3	6.0	3.8
	To tal Pa nd be fits y a ne	11.5	6.1	3.9
FY 22	lar Sa y	0.4	0.2	0.2
	fits 1 To tal Pa nd be y a ne	0.6	0.3	0.2

1. If using Bernard Fairman's Total Pay and benefits as of £550,000, the ratios in the table above for FY22 would be 11.2, 6.4 and 4.3 respectively.

Employee pay is calculated on the basis of the CEO single figure, which is "Option A" under the reporting requirements and the methodology the Committee believes to be the most comparable and robust. Option A requires the Group to calculate the pay and benefits of all its UK employees for the relevant financial year in order to identify the total remuneration at the 25th percentile, at the median and at the 75th percentile. Employee pay data is based on full-time equivalent pay for UK employees as at 31 March 2022 and 31 March 2023, in line with the CEO single figure methodology. In calculating these ratios, we have annualised any part-time employees or new joiners to a full-time equivalent (where relevant) and have used the earnings for FY22 and FY23 of our Executive Chairman, Bernard Fairman.

Gender pay gap

We are pleased to report our advancements in achieving gender equality, evident in our ongoing efforts to address both the gender split and the gender pay gap at Foresight.

Our commitment to narrowing this gap remains steadfast as we strive for a more inclusive and equitable future. To reinforce this objective, we are actively developing a comprehensive Diversity, Equity and Inclusion ("DE&I") framework that will serve as a solid foundation. Additionally, we are excited to introduce the Women in Leadership Programme - Elevate, which will be implemented throughout FY 2024. These initiatives demonstrate our dedication to fostering a diverse and empowered workforce.

	FY 23		FY 22
	f m % o en	f w % o om en	f m % o en	f w % o om en
Up rti le pe r q ua	69	31	68	32
Up idd le pe r m ile art qu	73	27	72	28
idd le Lo we r m ile art qu	54	46	60	40
rti le Lo we r q ua	35	65	36	64
nd Me an ge er pa y ga p	26 %		1 31%
Me dia de n g en r p ay ga p	38 %		39 %1

1. Restated compared with prior year.

Relative spend on pay

The table and graph below show the amount of dividends, distributions and buybacks against employee costs for the last two financial years. These figures are underpinned by the amounts from the notes to the financial statements.

	Ye ar	h 25t le nti pe rce rat io	dia Me n pay rat io	h 75t le nti pe rce rat io
FY 23	lar Sa y	11. 3	6.0	3.8
	To tal Pa nd be fits y a ne	11. 5	6.1	3.9
23 FY	Sa lar y	0.4	0.2	0.2
	tal nd be fits 1 To Pa y a ne	0.6	0.3	0.2

Relative importance of spend on pay (£m)

Performance and risk

Overview

REMUNERATION COMMITTEE REPORT CONTINUED

Total shareholder return performance

The graph below shows the value at 31 March 2023 of £100 invested in Foresight Group at IPO, compared to £100 invested in the FTSE Small Cap Index (both with dividends re-invested). The Group is a member of the FTSE Small Cap Index and this is therefore deemed to be the most relevant benchmark to use.

Total shareholder return

Executive Chairman remuneration

The table below provides a summary of the Executive Chairman's total remuneration for FY22 and FY23. FY21 is not included as the Company was only listed for a short period that year and the remuneration packages pre-IPO were structured significantly differently. Therefore those figures would not be a useful comparison for readers of the accounts.

	FY 23	FY 22
To tal ion (£ '00 0) rat re mu ne	56 2	30 1
al tiv e ( of im ) An Inc a % nu en as m ax um	N/ A	N/ A
Lo In nti (a % of im ) -te ng rm ce ve s a m ax um	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.

Share scheme dilution

Commitments under our share schemes satisfied by newly issued shares 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 2023 since Admission is 1% across all schemes.

Wider Group workforce

The Committee diligently assesses the continued suitability of our broader workforce remuneration policies. Our objective is to design a remuneration package that remains competitive within the market landscape where our Group operates, ensuring the retention of exceptional talent. This comprehensive package comprises the following key elements:

• • Base salary
• • Performance bonus

• • Pension

• •Benefits package (e.g. private medical insurance and life assurance)

• •Share Incentive Plan ("SIP")
• • Performance Share Plan ("PSP")
• •Professional development

By strategically combining these elements, we strive 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 to the above, as part of the ICG acquisition during the year (and as approved by Shareholders at last year's AGM), a number of ICG's senior management team who are now Foresight employees are party to a Management Incentive Plan ("MIP").

The Group seeks to promote and maintain good relations with staff as part of its broader staff engagement strategy. The Senior Independent Director has met with the Head of People & Sustainable Culture on several occasions throughout the year and staff engagement has increased through the establishment of an Employee Forum. This initiative represents staff at all grades and departments across the business, with a primary focus on the culture at Foresight.

Performance and risk

REMUNERATION COMMITTEE REPORT CONTINUED

Non-Executive Directors ("NEDs")

Each of the three NEDs is currently serving under a three year contract, with the current year marking the final year of their respective contracts. Following the initial contract period, each NED has the potential to be reappointed for an additional term. However, it is important to note that irrespective of the term, the appointment of any NED is subject to annual re-election by the Shareholders at each Annual General Meeting of the Company.

Overview

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 Incorporation stipulate that they will be retired from office and their appointment will be terminated immediately and without any compensation. Upon termination of appointment, 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.

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.

NE D	s fo Fee r nd ed yea r e rch 31 Ma 20 23	s fo Fee r nd ed yea r e rch 31 Ma 20 22	. of No sh s h eld are d at y ear en	lue of Va sha reh old ing d2 at y ear en
Al iso n H utc hin so n
(Se nio r In de nd t D ire cto r) pe en	£6 0,0 00	£6 0,0 00	5,9 52	£2 3,4 51
Mi ke Lis ton
(C ha ir o f th ina tio nd ion Co itte es) e N Re rat om n a mu ne mm	£6 0,0 00	£6 0,0 00	11,9 04	£4 6,9 02
Ge off G rey av ey
1 (C ha ir o f th e A ud it & R isk Co itte e) mm	£6 5,0 00	£6 5,0 00	11,9 04	£4 6,9 02

1. Geoffrey Gavey receives an additional £10,000 per annum for acting as NED of a licensed subsidiary within the Group.

2. Based on closing share price of £3.94 on 31 March 2023.

Overview

REMUNERATION COMMITTEE REPORT CONTINUED

Annual percentage change in the remuneration of the directors and employees

The table below shows the percentage year-on-year change in salary, benefits and bonus in 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 significantly differently. Therefore those figures would not be a useful comparison for readers of the accounts.

	lary Sa	nefi Be ts	l bo An nua nus
uti di Ex to ec ve rec rs
Be rd Fa irm rna an	%1 2,6 50	20 %	n/a
Ga Fra ry se r	0%	50 %	n/a
tiv e d ire No cto n-e xe cu rs
Al iso n H his utc on	0%	n/a	n/a
ke Mi Lis ton	0%	n/a	n/a
Ge off G rey av ey	0%	n/a	n/a
ba d o ht Av n F sig UK era ge pa se ore y
loy em p ee s	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.

Implementation of the Directors' Remuneration Policy in FY24 Base salary

As noted earlier in my report, Gary Fraser's base salary increased to £350,000 with effect from 1 April 2023 to reflect the market rate for this role. Bernard Fairman's base salary remains at £550,000.

There is no change to benefits provided in FY24.

Variable remuneration

The Executive Directors will continue to not participate in variable incentive arrangements for the year ending 31 March 2024.

Non-Executive Director fees (audited)

Performance and risk

The annual NED fees are outlined below. A base fee is agreed, with additional fees payable for chairing Board Committees:

D f NE typ ee e	l fe An nua e
fee fo de nd Ba r In t N ED se pe en s	£5 0,0 00
Ad dit ion al fee fo ha irin b-c mi tte r c g a su om e	,00 0 £5
fee Ad dit ion al Se nio r In de nd t D ire cto as pe en r	£10 ,00 0
Ad dit ion al fee fo cti N ED of lice d s ub sid iar r a ng as a nse y	£10 ,00 0

Payments for loss of office

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

Payments to past directors

There were no payments made to past directors during the year.

AGM Shareholder voting

sol uti Re on	Vo tes for	Vo tes ins t aga	Vo tes wit hhe ld
l o f th Ap e D ire cto rs' pro va Re rat ion Re rt (20 22 A GM ) mu ne po	87 ,99 7,8 52 92 .51 %	7,1 25 ,55 7 7.4 9%	175 —
Ap l o f th e D ire rs' cto pro va Re ion Po licy (2 02 1 A GM ) rat mu ne	91, 70 3,7 11 98 .06 %	1,8 14, 09 4 1.9 4%	175 —

Mike Liston

Chair of the Remuneration Committee

3 July 2023

GOVERNANCE

DIRECTORS' REPORT

The Directors present their report and the audited financial statements of the Group for the year ended 31 March 2023.

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 and the Company's reasons for this. A copy of the Code can be found at www.frc.org.uk.

The Corporate Governance Report on pages 90 to 98 illustrates how the Company has applied the principles and complied with the provisions of the Code during the year. It also notes the three areas of non-compliance.

Subsidiary undertakings and branches

The Company operates via its various subsidiary undertakings, which are domiciled in a number of jurisdictions globally. A list can be found on page 206, which provides the domicile of each undertaking at the date of this report.

The Company has a branch in the UK, which is registered at The Shard, 32 London Bridge Street, London SE1 9SG, with registration number BR023882. Additionally, certain of the Company's subsidiary undertakings also have branches in the UK and elsewhere.

Forward-looking statements

Where this Annual Report contains forward-looking 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 differ materially from those expressed or implied in any forward-looking statement.

Neither the Group, nor any of its officers, Directors or employees, provide any representation, 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 a result of new information, future events or otherwise.

Relationship Agreement – controlling Shareholder

As at 31 March 2023, Beau Port Investments Limited (the investment vehicle through which Bernard Fairman holds his shares) held, together with its concert parties, 40.4% 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.

Financial and operational matters Results and dividends

The Consolidated Statement of Comprehensive Income is set out on page 139 and shows the results for the year ended 31 March 2023.

The Directors recommend that the Company pays a final dividend for the year ended 31 March 2023 of 15.5p per share (2022: 9.8 pence), to be paid on 20 October 2023. An interim dividend of 4.6 pence per share (2022: 4.0 pence)was paid on 27 January 2023, giving a total dividend for the year of 20.1 pence per share (2022: 13.8 pence).

DIRECTORS' REPORT CONTINUED

Financial and operational matters continued Research and development

Foresight has not conducted any activities in the field of research and development.

Acquisitions and disposals

Details of the acquisitions made during the year are provided on pages 64 to 72.

Principal activities, review of business and future developments

The Group is principally involved in the provision of the management of infrastructure assets, private equity investments and OEICs on behalf of both institutional and retail investors using ESG-oriented strategies.

The review of the business and a summary of future developments are included in the Executive Chairman's statement on pages 3 to 6 and in the Strategic Report on pages 7 to 85.

Principal risks and uncertainties

The Board has carried out a robust assessment of the emerging principal risks and uncertainties affecting the Group. These risks and uncertainties are explained in the Risks section on pages 73 to 84.

Political expenditure

No donations of a political nature have been made during the year (2022: £nil).

Charitable donations

No donations of a charitable nature have been made during the year (2022: £nil).

Going concern

After making enquiries, the Directors have formed a judgement that at the time of approving the financial statements, there is a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. For that reason, the financial statements continue to be prepared under a going concern basis.

Details of the going concern basis adopted in preparing the Group's financial statements are set out in note 1 to those financial statements. Please also see the Viability Statement on page 85.

Post balance sheet events

Details of the post balance sheet events are set out in note 37 to the financial statements.

Financial risk management

The Group's financial risk management objectives can be found in note 32 to the financial statements and details of the financial instruments utilised by Foresight and the associated risks are described in note 32 to the financial statements.

Directors

Directors Powers

The Directors' powers are conferred on them by Guernsey company law and by the Company's Articles Incorporation ("Articles").

Directors

The names and details of the Directors serving at the date of this report are provided below and also on pages 88 and 89. All the Directors served throughout the year:

• Bernard Fairman, Executive Chairman
• Gary Fraser, CFO/COO
• Alison Hutchinson, Senior Independent NED
• Geoffrey Gavey, 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.

Directors' indemnity

The Company has maintained a Directors' and Officers' 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 of the Directors, which were in place during the financial 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.

DIRECTORS' REPORT CONTINUED

Directors continued 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 Directors shall not exceed the maximum number fixed by the Company's Articles. Any person appointed by the Directors shall hold office only until the next AGM and shall then be eligible for election. The office of a Director shall be vacated on the occurrence of any of the events listed in Article 24.2 of the Company's Articles. The Company may, in accordance with its Articles, remove any Director from office and elect another person in their place.

Directors' interests

Details of the Directors' interests can be found in the Remuneration Committee report on pages 109 to 121.

UK Listing Rule 9.8.4

There are no disclosures required to be made under UK 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 109 to 121.

Securities Dealing Code

In accordance with the UK Market Abuse Regulations, the 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 Code and Guidance have been shared with all persons 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.

Relations with Shareholders

The Board recognises the importance of regular and effective communication with Shareholders, particularly the need for open communication on the Company's strategy. As a result, the Executive Directors and members of senior management have regular dialogue with the Company's major Shareholders to ensure that their views are communicated fully to 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 meetings with major Shareholders and management. These meetings enable the Executive Chairman and the CFO to update Shareholders on strategy and the Group's performance. The Company also has an ongoing programme of individual meetings with institutional Shareholders and analysts following 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 announcements placed in the FSG Shareholders section of the Group's website: https://www.foresightgroup.eu/. For 2022, all resolutions were duly passed but the proportion of votes against Resolutions 16 and 17 exceeded 20%. In response, all Shareholders who voted against these resolutions were offered a meeting with the Company Secretary to discuss the concerns that led to their voting decisions. The matters raised during these discussions were fed back to the Board, who have and will continue to take the views of all Shareholders into consideration when decision making.

The FSG Shareholders section on the Group's website includes Annual and Half-year Reports, notices of meetings and other governance-related material, such as investor presentations and press releases.

Annual General Meeting

The Annual General Meeting ("AGM") will be held on 10 August 2023 at the address noted at the end of this report. A copy of the Notice of Meeting will be made available on the Company's website.

Voting at the AGM will be facilitated by proxies for those unable to attend. The 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 1.00pm on 8 August 2023 either by email to companysecretary@foresightgroup.gg or in writing to the Company's registered address.

Overview

DIRECTORS' REPORT CONTINUED

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 "Our Stakeholders" section.

Share capital Share capital

The Company's capital structure and details of share movements during the year are shown in note 29 to the financial statements.

As part of the Group's acquisition of Infrastructure Capital Group on 8 September 2022, a further 7,937,879 new Ordinary Foresight Shares (the "Consideration Shares") were issued to Infrastructure Capital's Shareholders. Therefore, as at 31 March 2023, there were 116,271,212 Ordinary Shares ("Shares") in issue of nil par value (2022: 108,333,333 Shares).

Voting rights and entitlements

Performance and risk

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 and on a poll every Shareholder present in person or by proxy shall have one vote per Share. 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 to their Shareholdings

Substantial interests

At the Company's year end, 31 March 2023, and as at the date of this Report, the following were the only substantial holdings representing 5% or more of the Company's total voting rights notified to the Company pursuant to DTR 5.

Be nefi cia l Sh ho lde are r	Nu mb of er Sh are s	% o f is d sue sha ita l re c ap
ted Be Po rt Inv est nts Li mi au me	32 ,32 4,6 99	27 .8%
Sla In Ltd ter stm ts ve en	6,0 00 ,00 0	5.2 %
Lio ntr ust A t M t p lc sse an ag em en	5,8 19, 82 2	5.0 %

Authority to Allot Shares

At the Company's AGM held in 2022 (the "2022 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 "2023 AGM").

Also at the 2022 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 5% of the Company's issued Share capital on a general basis, and (ii) a further 5% of the Company's issued Share capital in connection with the financing (or refinancing) of an acquisition or specified capital investment as contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015, in each case until the conclusion of the next AGM .

DIRECTORS' REPORT CONTINUED

Share capital continued Authority to allot Shares continued

The Directors will also seek to renew these authorities by proposing a special resolution at the 2023 AGM albeit increasing the thresholds to those permitted by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022.

Purchase, cancellation and holdings of own shares

At the 2022 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 2023 AGM on the condition that this power will only be exercised if the Directors are satisfied that the purchase is in the interest of Shareholders. No Shares were purchased under that authority during the year. Additionally, as at the date of this Report, the Company does not hold any of its own Shares as treasury shares.

At the 2022 AGM, the Company also sought authority for a waiver of Rule 9 of the Takeover Code. Without this waiver, the purchase of the Company's own Shares would trigger a mandatory offer for the entire issued Share capital of the Company. The Company will therefore seek to renew the Rule 9 waiver at the 2023 AGM.

Restrictions on transfers of shares and/or voting rights

Holders of Shares 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
• Unless the Directors determine otherwise, Shareholders are not entitled to vote personally, 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 2023 AGM that will be made available to Shareholders on the Company's website.

Share incentive plan

Under the rules of the Foresight Share Incentive Plan ("SIP"), which was introduced in 2021, eligible employees are entitled to acquire Ordinary Shares in the Company. The SIP shares are held in trust for participants by Global Shares Trustees (UK) Limited (the "SIP Trustee"). Voting 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 2023, the SIP Trustee held 0.29% of the Company's issued share capital.

Significant agreements – change of control

The Company is not aware of any significant agreements to which it is party that take effect, alter or terminate upon a change of control of the Company following a takeover.

Auditor Auditor's right to information

As at the date of this Report, so far as each Director is aware, there is no relevant audit information (as defined by section 249 of The Companies (Guernsey) Law 2008) of which the 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

The Auditor, BDO LLP, has indicated its willingness to continue in office and a resolution that it be reappointed as the Company's Auditor will be proposed at the 2023 AGM.

By Order of the Board

Jo-anna Nicolle

Company Secretary

3 July 2023

1st Floor Royal Chambers PO Box 650 St Julian's Avenue St Peter Port Guernsey GY1 3JX

FORESIGHT GROUP HOLDINGS LIMITED Annual Report and Financial Statements FY23127

INTRODUCTION STRATEGIC REPORT OverviewBusiness reviewPerformance and risk

GOVERNANCE

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

WHAT'S IN THIS SECTION

RE SP ON SI BI LIT Y S TA TE ME NT O F T HE
DI RE CT OR S	12 8
ITO OR IN DE PE ND EN T A UD R'S R EP T	9 12
CO NS OL AT ST AT ID ED EM EN T OF C OM SIV NC OM PR EH EN E I E	9 13
CO NS OL ID AT ED ST AT EM EN T OF F IN AN CI AL PO SIT IO N	14 0
CO NS OL ID AT ED ST AT EM EN T OF C HA NG ES IN EQ UI TY	14 1
CO NS OL ID AT ED C AS H FL OW ST AT EM EN T	14 2
NO TE S T O TH E FIN AN CI AL ST AT EM EN TS	14 3
AP PE ND IC ES TO TH E F IN AN CI AL ST AT EM EN TS	19 8
RE LA TE D UN DE RT AK IN GS	20 6
GL OS SA RY	20 9
CO OR OR TIO RP AT E I NF MA N	21 2

200 DEGREES COFFEE a collection of distinctly independent coffee shops, part of the Private Equity portfolio.

IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS RESPONSIBILITY STATEMENT OF THE DIRECTORS

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable law.

The Directors also confirm that, to the best of their knowledge:

• Suitable accounting policies have been selected and applied
• Judgements and estimates made have been reasonable, relevant and reliable
• The financial statements comply with IFRS as adopted by the European Union
• The Company's ability to continue as a going concern has been assessed and, as applicable, matters relating to going concern have been disclosed
• It is appropriate that the financial statements have been prepared on the going concern basis
• The financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company
• The Strategic Report contains a fair review of the development and performance of the business and the position of the Company

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.

Jo-anna Nicolle

Company Secretary

3 July 2023 1st Floor Royal Chambers

PO Box 650 St Julian's Avenue St Peter Port Guernsey GY1 3JX

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITEDINDEPENDENT AUDITOR'S REPORT

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the Group's affairs as at 31 March 2023 and of the Group's profit for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union; and
• have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

We have audited the financial statements of Foresight Group Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Cash Flow Statement and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRSs") as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit and risk committee.

Independence

Following the recommendation of the audit and risk committee, we were appointed by the board on 14 April 2021 to audit the financial statements for the year ended 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is three years, covering the years ended 31 March 2021 to 31 March 2023. We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included:

• Obtaining management's cash flow forecasts for the Group for a period of three years from 31 March 2023 that support the Board's assessment and conclusion with respect to the going concern basis of preparation of the financial statements and performing the following:
  • Assessing the reasonableness of management's assumptions with respect to the following, but not limited to: revenue growth, expenses growth, timing of cash flows, fundraising into underlying funds against historical performance.
  • 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 this scenario occurring.
  • We reviewed 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.
• Assessing the overall group liquidity and sufficiency of the cash reserves to cover current liabilities.

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

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

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

GOVERNANCE

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT CONTINUED

Overview

	97 % ( 20 22 : 9 9% ) o f G rofi t b ro up p	efo tax re
Co ve rag e	92 % ( 20 22 : 9 4% ) o f G ro up re ve nu e
	f G l a 98 % ( 20 22 : 9 0% ) o to ta ro up	ts sse
ud it Ke y a tte ma rs		20 23	20 22
	ud Fra in nit ion re ve nu e r ec og
	Ac tin fo r B ine co un g us ss Co mb ina tio de RS r IF 3 ns un
	fin cia l s Gr tat ts ou p an em en as a	wh ole
Ma te ria lity	£1 55 0, 00 0 ( 20 22 :£1 40 0, 00 0) ba , , Pro fit be fo tax re	d o n 5 % ( 20 se	22 : 5 %) of G ro up

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 misstatement in the financial statements. We also addressed the risk of management override 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 full scope audits for the Parent Company and the two significant components being Foresight Group LLP and Foresight Group Australia BIDCO PTY Limited. For non-significant components, the Group engagement team performed specific procedures over significant balances and classes of transactions, as well as analytical procedures, based on their individual financial significance to the Group with reference to their profit before tax, revenue and total assets.

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group's operations and financial statements included:

• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and
• Review of the minutes of Board and Audit and Risk Committee meeting and other papers related to climate change and performed a risk assessment as to how the impact of the Group's commitment to neutralising their corporate carbon footprint may affect the financial statements and our audit.

We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in the Directors' going concern assessment and viability assessment.

We also assessed the consistency of managements disclosures included as 'Other Information' on page 136 with the financial statements and with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks and related commitments.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITEDINDEPENDENT AUDITOR'S REPORT CONTINUED

Key audit matter

How the scope of our audit addressed the key audit matter

Fraud in revenue recognition

Note 4

Revenue is a key driver 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, judgement in the Net Asset Values ("NAVs") of underlying funds which drive revenue, use of inappropriate accounting policies, or from an inappropriate use of judgments in calculating revenue.

With regard to performance fees, there is also judgement around whether the performance conditions have been met and complex calculations that could give rise to management override.

For these reasons we considered revenue recognition to be a key audit matter.

We challenged management by reviewing the terms of the relevant agreement and re-calculating the derived fee. We also considered whether the fee recognised complies with the requirements of IFRS 15.

Management and Secretarial fees (84% of group revenue):

• For all management and secretarial fees, except those where in aggregate the fee is immaterial, we obtained the relevant agreements to corroborate the basis of the fee and the fee rates used.
• For the NAVs in the workings, we have vouched the NAVs to the relevant RNS announcement on the LSE website (where the fund is listed) or to the investor reports (where the fund is not-listed).
• For the commitments used in the workings, we have agreed these to the relevant agreement or investor documentation.
• We assessed the appropriateness of recognising revenue over time for both management and secretarial fees in accordance with IFRS 15.
• For any fixed fees, we have evidenced the existence of the fee by obtaining and reviewing the related agreement.
• Where there was an annual RPI uplift to the fixed fee, we have recalculated the annual RPI uplifts for accuracy using the details of the agreement and the RPI from the ONS.

NAV Testing:

We have performed the following work for all NAVs (except those where the fees in aggregate are immaterial) that are the basis of the management or secretarial fee:

• For both Infrastructure and Private Equity we performed a walkthrough of the valuations process to understand the basis on which the valuations of investments held by funds are prepared by management.
• Performed a review of the accuracy of past valuations by comparing the unaudited NAVs per RNS announcements or valuations workbooks and comparing these to the NAVs in audited financial statements. We also identified whether disposals were made at a profit or loss in the fund's audited financial statements as an indication of the historical accuracy of NAVs.
• For audited funds, we vouched the NAV to the audited accounts, we performed an assessment of the auditors and reviewed the accounting policy for investments to determine whether it was appropriate. We also checked whether the audit opinions were modified.
• For unaudited funds, we used our materiality and the relative size of each fund's fees to set thresholds for movements in the NAVs that we deemed to be reasonable. For any movements above our thresholds we obtained the valuations workbooks, documented the key drivers of the movement and reviewed their reasonableness, obtaining supporting documentation to evidence the explanations.
• We also reviewed the latest audited accounts for the private equity and infrastructure funds, where available, to identify any indicators of impairment.

INDEPENDENT AUDITOR'S REPORT CONTINUED

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED

Ke d i t m t te y au a r	Ho t he f o d i t a d dr d t he ke d i t m t te w s co p e o ur a u es se y au a r
d in i t io Fr au re ve nu e re co g n n t inu d co n e No 4 te	Inh ita So lut ion s ( ITS d A ITS th 21 of inc lud ed bs of fee s): e T to % et nt er nc ax an ge er gr ou p r ev en ue as a su ma na ge me , , bta d c alc ula for th nd t fe d r ed th fo rith ed tal he rel • W ine tio e IT S a A ITS iew tic y. W to s t o t nt e o ns m an ag em en es an ev ese r a me ac cu rac e a gre eva tria l b ala nce d t he for th od d c firm ed th the lcu lat ion of th nd t fe alig d t he • W tus ts at e IT S a A ITS o t ter e r ea pro sp ec es ese pr uc an on ca m an ag em en es we re ne ms of the do nts se cu me • W eri fie d k inp in the lcu lat ion (e in d) ple ba sis by ing in lica tio d o the rtin uts to nts ste to sto e v ey ca .g. am ou ve on a sam ag ree ve r a pp ns an r s up po g do tio nta cu me n. • W erf ed lkt hro h o f th alu ati de d t he ba sis hic h t he lua tio of inv he ld by the IT S f d a to rst est nts e p orm a wa ug e v on s p roc ess un an on w va ns me un re red by t. pre pa m an ag em en • F the IT S r eb ate e h ob tai d t he nt tha t is th e b asi s fo r th eb ate . O le b asi e h te ste d t he inv est ed pit al t or ave ne ag ree me e r n a sa mp s w ave ca o w inv nd NA V t he fun d's wh ich d b t. W e h lcu lat ed th e f d f reb est ort o t t a ts, ate or rep s a m an ag em en cco un ar e p rep are y m an ag em en ave re ca ee an ee ed th e d of th of the V f ch for r th ble of the • W iew riv ts NA art to in c t o NA V. e r ev ers e m ov em en or ea qu er ga om ve e r ea so na ne ss
	d M ke tin fee of Ar nt s ( 8.5 % ): ran ge me an ar g gr ou p r ev en ue nt/ • F ple of ad vis d m ark eti fe bta ine d t he rel nt sha rch nts , in stm t a ts or a s am ar ran ge me ory an ng es, e o eva re pu ase ag ree me ve en gre em en or w ide of inv itm pri d r alc ula ted th e f s in rda ith th f th est ts ate e t tra ct. ev nce ne w or co mm en as ap pro an ec ee ac co nce w erm s o e c on ed lcu lat sch ed ule nd th ba ck the lev ial ba lan • W ion s t o M t's to t tr e a gre ou r re ca an ag em en rev en ue s a en re an ce Di fe of to rs' ( 2.6 % ): rec es gr ou p r ev en ue • F ple iew ed th ele nt nts in ord to ob tai vid of the fe xis ten or a s am e r ev e r va ag ree me er n e en ce e e ce w
	• W alc ula ted th l R lift fo sin he de tai ls o f th nd th fro the O NS PI g t t a e R PI e r ec e a nn ua up r a ccu rac y u e a gre em en m • W ed th e D ire cto rs' iste to th ele nt ll li sti Co ies Ho e a gre ex nce e r pa yro ng or mp an use va
	rfo of Pe In nt ive Fe ( 4. 8% e) rm an ce ce es g ro up re ve nu : /b • W e h in ted th rify th xis of the fe nd ari sed th e b kg nd asi f th e f t to ten ave sp ec e a gre em en ve e e ce e a su mm ac rou s o ee bta d s g d for r th d e tle thi s fe e b d o he llis of • W ine rtin tat ion to in c t o xis ten nti nt to n t sta ati ins e o up po oc um en ga om ve e e ce an me ase cry on ga • W alc ula ted th e f ba sed th de mi its t to ter e r ec ee on e a gre em en ne acc ura cy. ed th of th e f ba nk • W ipt to sta tem ts. e a gre e r ece ee en
	bs t io Ke y o er va ns : Ba sed ed erf ed e f nd th itio f re e t o b ria te d n vid of nt ide in the on ou r p roc ure s p orm , w ou e r eco gn n o ve nu e a pp rop an o e en ce ma na ge me ov err

calculations of the underlying fund values and subsequent revenue fee calculations.

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITEDINDEPENDENT AUDITOR'S REPORT CONTINUED

Key audit matter How the scope of our audit addressed the key audit matter Accounting for business combinations under IFRS 3 Notes 25 and 33 During the current financial year, there were two acquisitions that fall under the scope of IFRS 3, Business Combinations. The first of the acquisitions was the technology ventures division of Downing LLP, while the other was the purchase of the Infrastructure Capital Holdings Pty Ltd group ('ICG'). There is significant judgement involved in the valuation of the intangibles for both acquisitions. This includes the inputs into the discounted cash flows and the discount rates used. For the ICG acquisition, calculating the consideration to be recognised is complex due to existence of contingent consideration including share-based consideration with forfeiture clauses and there We responded to the risks identified by performing the following procedures: • We obtained and reviewed both purchase agreements and challenged management on the commercial and strategic rationale for the transaction. • We have assessed the accounting treatment and initial recognition of the transaction including whether the acquired assets meet the definition of a business and that the deferred tax has been recognised correctly, under IAS 12. • We reviewed the relevant clauses of the agreements pertaining to consideration and verified that the various elements of the consideration recognised align to the definition of consideration under IFRS 3. We recalculated the consideration to determine its accuracy and completeness. • We obtained the discounted cash flow calculations for the intangible assets, being the customer contracts. We verified the arithmetic accuracy of the model and agreed inputs back to supporting documentation. • We challenged management on the forecasted revenues, cost of sales, expenses and lives of the funds that underpin the discounted cash flows. We have obtained reasonable explanations or support, ensuring they align to our understanding of the business. • We assessed the competency, independence, objectivity and credentials of management's expert for valuing the intangible assets. • With the assistance of our internal valuations expert we verified the appropriateness of the valuation techniques and that the discount rate used was reasonable. For the assets and liabilities recognised in the ICG acquisition on the acquisition date, we performed the following procedures on balances above performance materiality: • We agreed a sample of trade receivables and accrued income back to invoices and challenged management on the recoverability, agreeing post-period end receipts to bank.

• We agreed a sample of trade payables and accrued expenses back to invoices, supporting agreements, or payroll reports.
• We agreed a sample of the annual leave and long service leave provisions to employee contracts and pay rise letters, before recalculating the provision.
• We agreed cash balances back to bank statements.
• We challenged management on the transaction costs, intangible asset and assessed accounting treatment in respect of these. We agreed the amounts to invoices and agreements to verify existence and accuracy.
• We obtained the lease agreements to verify the existence of the leases. We agreed inputs in the lease calculations back to the agreements. We then verified the arithmetic accuracy of the computation to gain comfort over the operating lease asset and liability. We assessed the incremental borrowing rate (IBR) to determine whether it is reasonable. We recalculated the depreciation on the leases over the term to verify net book value as of the acquisition date.
• Performed cut-off testing by testing a sample of pre and post-acquisition to supporting documentation to assess completeness of the above items.
• We assessed whether the assets and liabilities recognised as part of the acquisitions are included in the balance sheet and classified correctly in accordance with the applicable accounting standards.
• We have reviewed the journals posted at the date of the acquisition to check that they are correct.
• We challenged management on the treatment of the share-based consideration, considering the clawback arrangement in particular.

is therefore a risk of error in the calculation of consideration for the acquisition and the accounting treatment of post-combination remuneration.

Management used an external expert to assist in the accounting and calculations related to the acquisitions.

For the reasons set out above we determined the accounting for these acquisitions to be a key audit matter.

INDEPENDENT AUDITOR'S REPORT CONTINUED

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED

Ke d i t m t te y au a r	Ho t he f o d i t a d dr d t he ke d i t m t te w s co p e o ur a u es se y au a r
Ac t ing fo bu ine co un r s ss b ina t io de S 3 t inu d I F R co m ns u n r co n e	Fo r D nin iew ed het he nd IFR S 3 th e 'g old he llo t' m ad taff sh ld be inc lud ed de sid tio he key e t n, t ow g w e r ev w r u er en pa ym en o s ou un r c on era de mi be ing het he r th rel isit ion rvi ter nt ts ate to ost na w e a mo un pr e o r p -ac qu se ces
No 25 d 3 3 tes an	Di los sc ur e
	e h d t he dis clo d v fie d t hat th d c tly d c ple tel nd fie d t he of • W vie eri nte tis uir ts IFR S 3 ave re we sur es an ese w ere pr ese orr ec an om y a sa req em en hs 59 d B 64 -B6 6. rag rap pa an
	bs t Ke io o er va ns : y Ba sed th ing rfo ed e h t id tifi ed ria l m in dic th the tin g f bu sin mb ina tio e t est ate att to ate at ot on pe rm w ave no en an y m ers ac co un or ess co ns wa s n pri ate ap pro

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

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 of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITEDINDEPENDENT AUDITOR'S REPORT CONTINUED

Our application of materiality continued

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

	Gr f in ia l s ta te ts ou p an c m en
	20 23 £	20 22 £
Ma te ia l i ty r	1,5 50 ,00 0	1,4 00 ,00 0
Ba is fo de te in ing te ia l i ty s r rm m a r	of rofi efo 5% Gr p P t B Tax ou re	of rofi efo 5% G p P t B Tax rou re
t io le fo t he be hm k a l ie d Ra na r nc ar p p	Th is w de ter mi d a s t he st pri ate be hm ark gi n t ha t as ne mo ap pro nc ve fit be for is a n i for of th e fi ial e t ort t m pro re ers ax mp an ea su us na nc in ing th erf of the Gr sta tem ts en ass ess e p orm an ce ou p	Th is w de ter mi d a s t he st pri ate be hm ark gi n t hat ne mo ap pro nc ve as fit be for is a n im for of th e fi ial e t rta nt pro ax po me asu re us ers na nc in a ssi th erf of the G sta tem ts en sse ng e p orm an ce rou p
fo te ia l i ty Pe r rm an ce m a r	1,0 90 ,00 0	98 0,0 00
de te Ba is fo in ing fo s r rm p er rm an ce te ia l i ty ma r	70 % o f m ria lity ate	70 % o f m ria lity ate
Ra t io le fo t he ta l ie d na r p er ce n g e a p p fo fo te ia l i ty r p er rm an ce m a r	% d ine d b d o isk hic h c pri sed , b 70 ete t w ut rm ase n r as ses sm en om wa s of t li mi ted to nsi de rat ion th e P nt Co y b ein ium no , co are mp an g p rem list ed ; fi nd ing s f iou ud its ist of fin cia l st ate nt rom pr ev s a ; ex en ce an me bje im ati int nd lex ity nd vie f ct to est rta are as su on un ce y a co mp ; a re w o the ll c l e iro Gr p's tro t. ou ov era on nv nm en	% d ine d b d o isk hic h c pri sed , b 70 ete t w ut rm ase n r as ses sm en om wa s of t li mit ed to nsi de rat ion th e P nt Co y b ein ium no , co are mp an g p rem list ed ; fi nd ing s f iou ud its; iste of fin cia l st ate nt rom pr ev s a ex nce an me sub jec tim ati int nd lex ity d r iew of t to rta are as es on un ce y a co mp ; an ev the ll c l en G p's tro vir nt. rou ov era on on me

GOVERNANCE

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT CONTINUED

Our application of materiality continued Component materiality

For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the Parent Company whose materiality is set out above, based on a percentage of between 29% and 92% (2022: 30% and 93%) of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from £456,000 to £1,430,000 (2022: £66,000 to £1,296,000). In the audit of each component, we further applied performance materiality levels of 70% (2022: 70%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Reporting threshold

We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess of £78,000 (2022: £70,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate governance statement

The 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 parent company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

ing Go co nc er n d lo -te an ng er rm ia b i l i ty v	he ith rds th of • T Dir tor s' s tat t w to ria ten ec em en re ga e a pp rop ess ad tin g t he ing ba sis of tin nd ate ria l op go co nce rn ac co un g a an y m int ies id tifi ed 85 d rta t o ut un ce en se on pa ge ; an he lan th f th • T Dir tor s' e ati to eir t o e G p's ec xp on as as ses sm en rou ts, the rio d t his t c d w hy the rio d pro ers sp ec pe as ses sm en ov an pe is a ria e 8 5. te set t o pp rop ou n p ag
t he de O Co r is io p ro v ns	n f , b ala d a nd de da ble • D ire cto rs' sta tem t o air rst t en nce un an se t o e 1 23 ou n p ag ; rd' firm ati th it h rrie d o ob • B at ut ust t oa s c on on as ca a r as ses sm en of the d p al r isk ing rin cip et t o 73 to 84 em erg an s s ou n p ag es ; • T he tio f th l re hat de ibe he iew of rt t s t sec n o e a nn ua po scr rev eff tiv of ris k m nd in l co ol t a ter ntr tem ec en ess an ag em en na sys s d set t o 73 to 84 ou n p ag es ; an • T he tio n d rib ing th ork of th ud it a nd ris k c mit tee sec esc e w e a om 103 10 set t o to 8 ou n p ag es

Other Companies (Guernsey) Law, 2008 reporting

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

• Proper accounting records have not been kept by the Parent Company; or
• The financial statements are not in agreement with the accounting records; or
• We have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT CONTINUED

Responsibilities of Directors

As explained more fully in the Responsibility Statement of the Directors, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group'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 to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 and understanding of the Group's policies and procedures regarding compliance with laws and regulations,

we considered the significant laws and regulations to be International Financial Reporting Standards ("IFRSs") as adopted by the European Union, tax legislation, Listing Rules, the FCA rules, the principles of the UK Corporate Governance Code, Corporation Tax (Guernsey) Law 1950, Australian Tax Office legislation and Companies (Guernsey) Law 2008.

Our procedures in respect of the above included:

• Discussions held with management, directors and the Audit & Risk Committee and reviewed correspondence with regulators and reviewed 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;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of internal tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.

TO THE MEMBERS OF FORESIGHT GROUP HOLDINGS LIMITED INDEPENDENT AUDITOR'S REPORT CONTINUED

Auditor's responsibilities for the audit of the financial statements continued

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override.

Our procedures in respect of the above included:

• The procedures set out in the key audit matters section above, addressing the risk of fraud in revenue recognition;
• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
• Assessing significant estimates made by management for bias, particularly in relation to the net asset values of funds which drive management and secretarial fees (please see procedures performed in the key audit matters section above); and
• Identifying any journal entries in respect of net asset value adjustments which were posted outside of the expected quarterly period end and assessing the reason for these.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members 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.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due 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 non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 auditor's report.

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.

Peter Smith

For and on behalf of BDO LLP Chartered Accountants London, UK 3 July 2023

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

GOVERNANCE

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2023

		31 Ma rch 20 23			31 Ma rch 20 22
	No te	for Be e nd erl yin no n-u g ite 1 ms £0 00	nd erl yin No n-u g ite 2 ms £0 00	al Tot £0 00	for Be e nd erl yin no n-u g ite 1 ms £0 00	nd erl yin No n-u g ite 2 ms £0 00	al Tot £0 00
Re ve nu e	4	119 ,15 5	—	119 ,15 5	86 ,07 1	—	86 ,07 1
of les Co st sa		(6, 30 3)	—	(6, 30 3)	(5, 10 6)	—	(5, 10 6)
rofi Gr t os s p		112 85 2 ,	—	112 85 2 ,	80 ,96 5	—	80 ,96 5
Ad mi nis tiv tra e e xp en se s	6	(70 63 0) ,	(11 88 5) ,	(82 ,51 5)	(54 ,39 8)	—	(54 ,39 8)
Ac isit ion lat ed sts qu -re co	7	—	(3, 72 1)	(3, 72 1)	—	—	—
Ot he rat ing in r o pe co me	11	—	—	—	25 0	—	25 0
tin rofi Op t era g p		42 22 2 ,	(15 60 6) ,	26 61 6 ,	26 ,81 7	—	26 ,81 7
Fin inc an ce om e	12	88 3	—	88 3	2	—	2
Fin an ce ex pe nse s	12	(85 4)	—	(85 4)	(65 3)	—	(65 3)
Fa ir v alu ain n i est nts e g s o nv me	17	34 9	—	34 9	63 8	—	63 8
alu ide Fa ir v ain tin nt rat ion e g s o n c on ge co ns cl. fin (in ) an ce ex pe nse	25	—	32 7	32 7	—	—	—
Sh of ofi of uit d j oin st- tax ts nte t v tur are po pr eq y-a cc ou en e		—	—	—	53	—	53
Ga in bu sin mb ina tio on ess co n	33	—	—	—	—	1,0 12	1,0 12
Pro fit din tiv itie s b efo ati tax on or ary ac re on		42 60 0 ,	(15 27 9) ,	27 ,3 21	26 ,85 7	1,0 12	27 ,86 9
rofi rdi Ta t o tiv itie x o n p n o na ry ac s	13	(3, 69 6)	—	(3, 69 6)	(2, 79 3)	—	(2, 79 3)
fit fo he rio d a ibu tab le Or din Sh ho lde Pro r t ttr to pe ary are rs		38 90 4 ,	(15 27 9) ,	23 62 5 ,	24 ,06 4	1,0 12	25 ,07 6
Ot he he ive in r c om pre ns co me
Ite th wil l o be cla ssi fie d t rofi r lo at t o ms r m ay re o p ss:
lat di ffe n f bs idi Tra ion ign ari ren ore ns ce s o su es		(2, 72 0)	—	(2, 72 0)	(13 8)	—	(13 8)
tal reh siv e i To co mp en nc om e		36 ,1 84	(15 9) 27 ,	20 90 5 ,	,92 6 23	1,0 12	,93 24 8
Ea rni sh tri bu tab le Or din Sh ho lde at to ng s p er are ary are rs
Pro fit los or s
Ba sic (p ) en ce	14			21. 0			23 .2
Dil d ( e) ute pe nc	14			20 .7			23 .0
Ba sic be for de rly ing ite (p ) ( n-I FR S m re) e n on -un ms en ce no ea su	14	34 .6			22 .2
Dil d b efo nd erl ing ite (p ) ( n-I FR S m re) ute re no n-u y ms en ce no ea su	14	34 .0			22 .1

The notes on pages 143 to 197 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 1.

2. See note 8 for an analysis of non-underlying items.

AS AT 31 MARCH 2023CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note 31 March 2023 £000 31 March 2022 £000 Non-current assets Property, plant and equipment 15 2,522 2,656 Right-of-use assets 24 7,281 8,260 Intangible assets 16 62,911 4,431 Investments at FVTPL 17 3,967 2,781 Derivative assets 18 245 — Deferred tax asset 27 1,742 615 Contract costs 19 3,435 3,976 Trade and other receivables 20 2,599 3,260 84,702 25,979 Current assets Derivative assets 18 403 — Contract costs 19 530 579 Trade and other receivables 20 19,143 17,947 Cash and cash equivalents 21 39,761 54,289 59,837 72,815 Assets and liabilities of disposal group classified as held for sale 34 64 64 Current liabilities Trade and other payables 22 (35,382) (23,978) Loans and borrowings 23 (2,646) (660) Lease liabilities 24 (2,562) (2,302) Acquisition-related liabilities 25 (1,150) — (41,740) (26,940) Net current assets 18,161 45,939

		31 Ma rch	31 Ma rch
	No te	20 23 £0 00	20 22 £0 00
t li ab ilit ies No n-c urr en
Tra de d o the ab les an r p ay	22	—	(64 )
Lo nd bo wi an s a rro ng s	23	(48 5)	(3, 03 0)
lia bil itie Le ase s	24	(6, 9) 68	(8, 6) 10
Ac isit ion lat ed lia bil itie qu -re s	25	(4, 82 3)	—
Pro vis ion s	26	(80 0)	(93 3)
fer red x l iab ilit De ta y	27	(12 82 7) ,	(1,1 98 )
		(25 62 4) ,	(13 ,33 1)
Ne t a ts sse		77 23 9 ,	58 ,58 7
uit Eq y
Sh l ita are ca p	29	—	—
Sh ium are pr em	29	61, 88 6	32 ,04 0
Sh s h eld in are es cro w res erv e	29	(26 ,4 96 )	—
ha Ow n s re res erv e	29	(72 9)	(45 4)
Sh -ba d p nt are se ay me res erv e	29	11, 118	48 1
Gr nis ati ou p r eo rga on re se rve	29	30	30
rei ch Fo gn ex an ge re se rve	29	(2, 93 0)	—
d e Re tai ing ne arn s	29	34 ,3 60	26 ,49 0
To tal uit eq y		77 23 9 ,	58 ,58 7

The financial statements were approved and authorised for issue by the Board of Directors on 3 July 2023 and were signed on its behalf by:

Gary Fraser Geoffrey Gavey

Chief Financial Officer Director

The notes on pages 143 to 197 form part of this financial information.

Overview

Performance and risk

GOVERNANCE

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

	Sh are ita l cap £0 00	Sh are mi pre um £0 00	Sh s h eld are in esc row res erv e £0 00	har Ow n s e res erv e £0 00	Sh -ba sed are nt pay me res erv e £0 00	Gro up isa tio re- org an n res erv e £0 00	rei Fo gn han exc ge res erv e £0 00	tai ned Re nin ear gs £0 00	al Tot uit eq y £0 00
At 1 A il 2 02 2 pr	—	32 04 0 ,	—	(45 4)	48 1	30	—	26 ,4 90	58 ,5 87
nsf Tra er	—	—	—	—	—	—	(21 0)	210	—
Pro fit for th eri od e p	—	—	—	—	—	—	—	23 62 5 ,	23 62 5 ,
Ot he he ive in r c om pre ns co me	—	—	—	—	—	—	(2, 72 0)	—	(2, 72 0)
tal reh siv e i To co mp en nc om e	—	—	—	—	—	—	(2, 0) 93	23 83 5 ,	20 90 5 ,
Co ntr ibu tio by d d ist rib uti s t ns an on o o wn ers
Pre mi is f s ha um on su e o res	—	29 84 6 ,	—	—	—	—	—	—	29 84 6 ,
Div ide nd s	—	—	—	—	—	—	—	(15 96 5) ,	(15 96 5) ,
Sh s h eld fro in ari sin isit ion are cro es w g m ac qu	—	—	(26 ,4 96 )	—	—	—	—	—	(26 ,4 96 )
Pu rch of ha ase ow n s res	—	—	—	(27 5)	—	—	—	—	(27 5)
Sh -ba d p nts are se ay me	—	—	—	—	10 93 ,5	—	—	—	10 93 ,5
fer red De ta x	—	—	—	—	44	—	—	—	44
At 31 M h 2 02 3 arc	—	61, 88 6	(26 ,4 96 )	(72 9)	11, 118	30	(2, 93 0)	34 ,3 60	77 23 9 ,

			Sh s h eld are		Sh -ba sed are	Gro up	Fo reig n
	Sh are	Sh are	in esc row	Ow har n s e	nt pay me	ani sat ion re- org	han exc ge	Re tai ned	Tot al
	ita l cap	miu pre m	res erv e	res erv e	res erv e	res erv e	res erv e	nin ear gs	uit eq y
	£0 00	£0 00	£0 00	£0 00	£0 00	£0 00	£0 00	£0 00	£0 00
il 2 At 1 A 02 1 pr	—	32 ,04 0	—	—	—	30	—	7,7 27	39 ,79 7
Pro fit for th eri od e p	—	—	—	—	—	—	—	25 ,07 6	25 ,07 6
Ot he he ive in r c om pre ns co me	—	—	—	—	—	—	—	(13 8)	(13 8)
tal reh siv e i To co mp en nc om e	—	—	—	—	—	—	—	24 ,93 8	24 ,93 8
ibu tio by d d ist rib uti Co ntr s t ns an on o o wn ers
Div ide nd s	—	—	—	—	—	—	—	(6, 175 )	(6, 175 )
rch of ha Pu ase ow n s res	—	—	—	(45 4)	—	—	—	—	(45 4)
Sh -ba d p nts are se me ay	—	—	—	—	45 9	—	—	—	45 9
De fer red ta x	—	—	—	—	22	—	—	—	22
At 31 M h 2 02 2 arc	—	32 ,04 0	—	(45 4)	48 1	30	—	26 ,49 0	58 ,58 7

The notes on pages 143 to 197 form part of this financial information.

31 March

2022

31 March

2023

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2023

		31 Ma rch	31 Ma rch
		20 23	20 22
	No te	£0 00	£0 00
sh flo fr tin cti vit ies Ca ws om op era g a
fit for Pro be e t ati ax on		27 ,3 21	27 ,86 9
Ad jus for tm ts en :
Ga in bu sin mb ina tio on ess co n		—	(1, 012 )
fit fro sh Pro in jo int ntu are re m ve		—	(53 )
Fa ir v alu ain n i est nts e g s o nv me	17	(34 9)	(63 8)
Fin an ce ex pe nse s	12	85 4	65 3
Fin inc an ce om e	12	(88 3)	(2)
Fa ir v alu ain tin ide ion nt rat e g s o n c on ge co ns
(in cl. fin ) an ce ex pe nse	25	(32 7)	—
Sh -ba d p (in clu din ha ba d nt are se ay me g s re- se
ff c uis itio ns) sta ts os – a cq	10	10 65 9 ,	9 45
ff c clu din ha Sta ts uis itio (ex os cq ns g s re – a
taff ba d s sts isit ion s) se co ac qu –	33	2,5 03	—
Am isa tio n i ela tio o i ibl ort n t nta ts n r ng e a sse
(cu ) sto tra cts me r c on	6	2,4 14	29 2
cia tio nd isa tio De ort pre n a am n	6	2, 80 0	93 3,1
/lo rofi di al of ibl nd (P t) tan ss on sp os g e a
e fi int ibl d a ts an g xe sse	6	(10 )	33
Ga in di al of inv FV TP L est nts at on sp os me	17	—	(10 8)
rei los Fo gn cu rre nc y se s		(1, 10 4)	(16 3)
/(i De se) in ntr t c ts cre rea ase nc co ac os		59 0	(3, 718 )
/(i De se) in ad nd he iva ble tr ot cre ase nc rea e a r re ce	s	2,7 71	(22 2)
in de d o the ab les Inc tra rea se an r p ay		46 7,7	2,5 47
sh ed fr tio Ca rat ge ne om op era ns		54 98 5 ,	29 ,13 0
id1 Ot he r in ter est pa		—	(4)
Int id lo lia bil itie s1 st ere pa on an		—	(97 )
id le lia bil itie s1 Int st ere pa on ase		—	(56 4)
Ta aid x p		(3, 62 4)	(3, 39 9)
Ne h f tin cti vit ies t c as rom op era g a		51, 36 1	25 ,06 6

Note £000 £000 Cash flows from investing activities Acquisition of property, plant and equipment 15 (619) (398) Acquisition of intangible assets 16 (13) (171) Acquisition of investments at FVTPL 17 (1,310) (712) Proceeds on sale of investments at FVTPL 17 473 752 Proceeds on disposal of property, plant and equipment 29 3 Realised gain on derivatives 114 — Interest received 12 121 2 Acquisition of FV Solar Lab S.R.L. 33 — (339) Acquisition of Infrastructure Capital 33 (31,391) — Acquisition of the technology ventures division of Downing LLP 33 (13,425) — Net cash from investing activities (46,021) (863) Cash flows from financing activities Dividends and distributions to equity members 30 (15,965) (6,175) FGLLP members' capital contributions 35 61 Purchase of own shares 29 (275) (454) Principal paid on lease liabilities 24 (2,451) (2,155) Interest paid on lease liabilities1 24 (512) — Principal paid on loan liabilities 23 (606) (622) Interest paid on loan liabilities1 23 (92) — Other interest paid1 12 (2) — Net cash from financing activities (19,868) (9,345) Net (decrease)/increase in cash and cash equivalents (14,528) 14,858 Cash and cash equivalents at beginning of period 54,289 39,431 Cash and cash equivalents at end of period 39,761 54,289

The notes on pages 143 to 197 form part of this financial information.

1. The Group has classified interest paid on lease liabilities, interest paid on loan liabilities and other interest paid to financing activities in FY23 as it believes this better reflects the nature of these activities. However, it has not restated its comparatives as it was not material to do so.

Significant non-cash transactions from investing in the year are the shares issued for the Infrastructure Capital acquisition (see note 33).

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2023

1. Corporate information

Foresight Group Holdings Limited (the "Company") is a public limited company incorporated and domiciled in Guernsey and whose shares are publicly traded on the Main Market of the London Stock Exchange. The registered office is located at PO Box 650, 1st Floor Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX. The consolidated financial statements (the "Group financial statements") comprise the financial statements of the Company and its subsidiaries. Details of subsidiaries are disclosed in the appendices to the financial statements on pages 198 to 205.

The Group is principally involved in the provision of the management of infrastructure assets, private equity investments and OEICs on behalf of both institutional and retail investors using ESG-oriented strategies.

Going concern

These financial statements have been prepared on the going concern basis.

The Directors of the Group have considered the resilience of the Group, taking into account its current financial position and the principal and emerging risks facing the business. The Board reviewed the Group's cash flow forecasts and trading budgets for a period of 12 months from the date of approval of these accounts as part of its overall review of the Group's three year plan, and concluded that, taking into account plausible downside scenarios that could reasonably be anticipated, the Group will have sufficient funds to pay its liabilities as they fall due for that period. Taking into consideration the impact of inflation and Russia's invasion of Ukraine on global markets and the wider economic environment, the forecasts have been stress tested to ensure that a robust assessment of the Group's working capital and cash requirements has been performed. The stress test scenarios adopted involved severe but plausible downside scenarios with respect to the Group's trading performance. Downside scenarios included a material reduction in revenues through 50% lower fundraising, 25% lower deployment and 10% reduction in valuation of the funds managed by the Group. Any mitigating actions available to protect working capital and strengthen the balance sheet, including deferring non-essential capital expenditure and increased cost control, were also taken into account.

In considering the above, the Directors have formed the view that the Group will generate sufficient cash to meet its ongoing liabilities as they fall due for at least the next 12 months; accordingly, the going concern basis of preparation has been adopted. This confirmation should be reviewed alongside the Group's Viability statement on page 85.

2. Basis of preparation and other reporting matters 2a. Basis of preparation

The Group financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

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 Group did not implement the requirements of any other standards or interpretations that were in issue; these were not required to be adopted by the Group for the year ended 31 March 2023. No other standards or interpretations have been issued that are expected to have a material impact on the Group's financial statements.

The consolidated financial statements have been prepared on a historical cost basis, except for investments, derivatives and contingent consideration that have been measured at fair value.

The financial information is presented in sterling, which is the Company's functional currency. All information is given to the nearest thousand (except where specified otherwise).

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.

Performance and risk

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

2. Basis of preparation and other reporting matters continued 2b. Alternative performance measures ("APMs") continued

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.

The Group has now also introduced 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 also now calculates earnings per share before 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 198 to 205 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 for the first time 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.

2d. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee
• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement(s) with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group's voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

2. Basis of preparation and other reporting matters continued 2d. Basis of consolidation continued

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in the Statement of Comprehensive Income. Any investment retained is recognised at fair value.

3. Accounting policies

This section sets out the accounting policies of the Group that relate to the financial statements. Where an accounting policy is specific to one note, the policy is described in the note to which it relates. The accounting policies have been applied consistently to all periods presented within the financial information.

This section also details new accounting standards that have been endorsed in the period and have either become effective for the financial period beginning on 1 April 2022 or will become effective in later periods.

New standards, interpretations and amendments adopted from 1 April 2022

None of the mandatory amendments to standards from 1 April 2022 had an impact on the Group's financial statements.

New standards not yet implemented

A number of new amendments to standards and interpretations will be effective for periods beginning on or after 1 April 2023 and on or after 1 April 2024. None are expected to have a material impact on the Group's financial statements.

A. Foreign exchange

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the Statement of Financial Position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

The assets and liabilities of Group entities that have a functional currency different from the presentational currency are translated at the closing rate at the balance sheet date, with transactions translated at average monthly exchange rates.

Resulting exchange differences are recognised as a separate component of other comprehensive income and are also recognised in the foreign exchange reserve within equity. Any differences are recycled to the income statement on disposal or liquidation of the relevant branch or subsidiary.

B. Use of judgements and estimates

Performance and risk

The preparation of the financial statements requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the Statement of Financial Position date, amounts reported for revenues and expenses during the year, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected in the future.

Where the estimate or judgement is specific to one note, the judgement is described in the note to which it relates.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing material adjustment to the carrying amount of assets and liabilities are as follows:

• Share-based payments see note 10
• Recognition, measurement and amortisation of intangible assets see notes 16 and 33
• Valuation of investments see note 17(a)
• Contingent consideration see note 25
• Remuneration for post-combinations services see note 25 and 28

Key judgements

These are as follows:

• Impairment of intangible assets (customer contracts) see note 16
• Contract costs see note 19
• Deferred tax assets see note 27
• Determining whether an acquisition is the acquisition of a business see note 33
• Payments to newly recruited investment managers arising on acquisitions see note 33
• Treatment of consideration transferred see note 33

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4. Revenue

Accounting policy:

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Group's revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue represents the fair value of the consideration receivable in respect of services provided during the period, exclusive of value added taxes.

A contract with a customer is recognised when a contract is legally enforceable by the Group; this will be prior to the commencement of work for a customer and therefore before any revenue is recognised by the Group. Performance obligations are identified on a contract-by-contract basis; where contracts are entered into at the same time with the same customer at differing rates, these may be considered a single contract for the purposes of revenue recognition.

The Group does not provide extended payment terms on its services and therefore no significant financing components are identified by the Group. Revenue is only recognised on contingent matters from the point at which it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

The principal components of revenue comprise management fees, secretarial fees, directors' fees, marketing fees, arrangement fees and performance incentive fees.

Management fees and most secretarial fees are generally based on a percentage of fund Net Asset Value ("NAV") or committed capital as defined in the funds' prospectus and/or offering documents, with some secretarial fees being based on an agreed fixed rate. Directors' fees are based on a specified fixed fee agreed with the customer.

Management, secretarial and directors' fees are recognised over time to the extent that it is probable that there will be economic benefit and income can be reliably measured. This revenue is recognised over time on the basis that the customer simultaneously receives and consumes the economic benefits of the provided asset as the Group performs its obligations.

Marketing fees are based on a rate agreed with the customer and recognised at the point in time when the related funds have been allotted.

Arrangement fees are based on a set rate agreed with the customer and recognised at the point in time when the related service obligations have been achieved.

Performance incentive fees are based on the returns achieved over a predetermined threshold as defined in the funds' prospectus or offering documents and are recognised only at the point in time when management have certainty as to the receipt of such revenue, such that it is highly probable that a significant reversal in the amount of revenue recognised will not occur and when the fees can be measured reliably.

Other income is based on the contract agreed before services are provided and is recognised in line with the delivery of the services provided.

Limited estimation uncertainty

The NAVs which are used to calculate management fees are subject to the Group's fund Valuations Policy which sets out acceptable methodologies that may be applied in valuing a fund's investments. Each quarter, each Investment Manager values their investments in accordance with the guidelines of this policy, typically the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines (December 2022) developed by the British Venture Capital Association and other organisations. Where appropriate, these valuations are also approved by the independent Boards of each fund and in all cases by the Group's valuation committee. As a result, there is limited uncertainty or judgement in the amount of revenue to be recognised.

FOR THE YEAR ENDED 31 MARCH 2023

4. Revenue continued

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
fee Ma nt na ge me s	97 ,37 3	70 ,90 6
Se tar ial fee cre s	2,7 19	1,4 13
Dir s' f tor ec ee s	3,1 16	2,5 06
rri Re cu ng re ve nu e	10 20 8 3,	,82 74 5
rke fee Ma tin g s	6,1 29	5,0 46
Ar fee nt ran ge me s	4, 05 4	2,9 64
rfo inc tiv e f Pe rm an ce en ee s	40 5,7	3,2 32
he Ot r in co me	24	4
	119 ,15 5	86 ,07 1

The timing of revenue is as follows:

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
Tim ing of sfe f g ds d s ice tr an r o oo an erv s:
Po int in tim e	15, 94 7	11,2 46
Ov tim er e	10 3, 20 8	74 ,82 5
	119 ,15 5	86 ,07 1

Contract balances are as follows:

	31 Ma rch 20 23 Co ntr act liab ilit ies £0 00	31 Ma rch 20 22 Co ntr act liab iliti es £0 00
At be inn ing of rio d g pe	(13 4)	(54 1)
Am in clu de d i lia bil itie ha nts tra ct s t t w ou n c on ere nis ed e d uri th eri od rec og as re ve nu ng e p	134	54 1
Ca sh eiv ed in ad f p erf d n ot rec va nc e o orm an ce an ed e d th od nis uri eri rec og as re ve nu ng e p	(5, 79 0)	(13 4)
d o f p eri od At en	(5, 79 0)	(13 4)

The timing of revenue recognition, billings and cash collections results in either trade receivables, accrued income or deferred income in the Statement of Financial Position. For recurring fees, amounts are billed either in advance or in arrears pursuant to a management or advisory agreement. The contract liabilities above reflect the deferred income in trade and other payables.

5. Business segments

Accounting policy:

Segment information is provided based on the operating segments which are reviewed by the Executive Committee ("Exco"), which is considered to be the Chief Operating Decision Maker. These operating segments, which comprise Infrastructure, Private Equity and Foresight Capital Management ("FCM") are aggregated if they meet certain criteria. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. No disclosure is made for net assets/liabilities as these are not reported by segment to Exco.

Management monitors the performance and strategic priorities of the business from a business unit ("BU") perspective, and in this regard has identified the following three key "reportable segments": Infrastructure, Private Equity and FCM.

Overview

Performance and risk

(138)

1,554

17,805

—

2,146

11,376 —

394

2,644 (138)

4,094

31,825

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

5. Business segments continued

The Group's senior management assesses the performance of the operating segments based on Core EBITDA pre-SBP. See appendices to the financial statements for further explanation.

	Inf tru ctu ras re	Pri e E ity vat qu	FC M	Tot al
Ye end ed 31 Ma rch 20 23 ar	£0 00	£0 00	£0 00	£0 00
Re ve nu e	03 73 5 ,	,41 1 33	12, 70 9	119 ,15 5
of les Co st sa	(71 4)	(3, 9) 34	(2, 0) 24	(6, 3) 30
rofi Gr t os s p	72 ,3 21	30 06 2 ,	10 ,4 69	112 85 2 ,
Ad mi nis tra tiv e e xp en se s	(56 ,1 07 )	(19 ,3 08 )	(7, 10 0)	(82 ,51 5)
Ac isit ion lat ed sts qu -re co	(41 5)	(3, 29 5)	(11 )	(3, 72 1)
Op tin rofi t era g p	15, 79 9	7,4 59	3,3 58	26 61 6 ,
ing ite No rat n-o pe ms	43 0	32 8	(53 )	70 5
fit din tiv itie s b efo ati Pro tax on or ary ac re on	16 22 9 ,	7,7 87	3,3 05	27 ,3 21
lat di ffe n f bs idi Tra ion ign ari ren ore ns ce s o su es	(2, 72 0)	—	—	(2, 72 0)
Co EB ITD A cil ing ite re rec on ms	16 811 ,	8,1 49	59 7	25 ,55 7
Co EB ITD A -S BP re pre	30 ,3 20	15, 93 6	3, 90 2	50 ,15 8
Ye end ed 31 Ma rch 20 22 ar	Inf tru ctu ras re £0 00	Pri vat e E ity qu £0 00	FC M £0 00	al Tot £0 00
Re ve nu e	50 ,75 3	23 ,87 4	11,4 44	86 ,07 1
Co of les st sa	(2, 414 )	(40 2)	(2, 29 0)	(5, 10 6)
Gr rofi t os s p	48 ,33 9	23 ,47 2	9,1 54	80 ,96 5
Ad mi nis tiv tra e e xp en se s	(33 5) ,47	(14 ,06 4)	(6, 85 9)	(54 ,39 8)
he Ot rat ing in r o pe co me	—	25 0	—	25 0
tin rofi Op t era g p	14, 86 4	9,6 58	2,2 95	26 ,81 7
No ing ite clu din ain bu sin mb ina tio rat n-o pe ms ex g g on ess co n	513	(42 8)	(45 )	40
Ga in bu sin mb ina tio on ess co n	1,0 12	—	—	1,0 12
Pro fit din tiv itie s b efo ati tax on or ary ac re on	16, 38 9	9,2 30	2,2 50	27 ,86 9

Core EBITDA pre-SBP

Translation differences on foreign subsidiaries

Core EBITDA reconciling items excluding taxation

Overview

Performance and risk

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

5. Business segments continued

The Group operates in different geographic regions. Revenue by region is summarised below:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
d K do Un ite ing m	10 0, 23 7	78 ,56 2
Au ali str a	11, 01 0	85 1
Lu mb xe ou rg	5,4 14	5,3 12
ly Ita	1,4 98	77 8
Sp ain	60 2	56 8
Ire lan d	39 4	—
	119 ,15 5	86 ,07 1

In accordance with IFRS 8 paragraph 34, the Group has a single customer with revenues which amount to 10% or more of Group revenue. Total revenues from this customer in 2023 were £30,758,000 (2022: £23,555,000), of which £23,787,000 (2022: £19,147,000) was attributable to Infrastructure, £5,443,000 (2022: £3,225,000) to Private Equity and £1,528,000 (2022: £1,183,00) to FCM.

Non-current assets (excluding derivative assets, deferred tax assets, contract costs and trade and other receivables) by region are summarised below:

	31 rch Ma 20 23 £0 00	31 rch Ma 20 22 £0 00
UK	32 ,5 23	14, 016
ali Au str a	39 04 ,7	4
mb Lu xe ou rg	2,5 84	1,5 21
Ita ly	1,3 53	2,0 21
Sp ain	517	56 6
	76 68 1 ,	18, 128

The Statement of Financial Position is reported to the Board on a single segment basis. No further segmental information is provided as this would not aid strategic and financial management decisions.

6. Administrative expenses

Accounting policy:

The Group's administrative expenses are recognised as the services are received by the Group. Staff costs are the largest component of the Group's operating costs and include salaries and wages, together with the cost of other benefits provided to staff such as pensions and bonuses.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Sta ff c ts os	48 ,14 4	35 ,39 5
Sta ff c uis itio ts os – a cq ns	12, 66 7	—
De cia tio nd isa tio n ( clu din rtis ati ort pre n a am ex g a mo on in rel ati in ibl (cu )) to tan ts sto tra cts on g e a sse me r c on	2, 80 0	3,1 93
ela ibl Am ort isa tio n i tio n t o i nta ts n r ng e a sse (cu sto tra cts ) me r c on	2,4 14	29 2
l a nd ofe al Le ssi ga pr on	5, 28 8	6,0 67
Ot he dm ini str ati sts r a on co	11, 20 2	9,4 51
	82 ,51 5	54 ,39 8

Other administration costs mainly relate to irrecoverable VAT, computer maintenance, conferences, bank charges and sundries.

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

6. Administrative expenses continued

Specific administrative expenses are as follows:

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
dit tio Au or' s r em un era n	62 1	58 7
t fo Ne rei ch ins gn ex an ge ga	(76 3)	(22 2)
Lo lue d s ho lea rt- ter w- va an m se ex pe nse s	95	117
d d eb rite -off Ba t w s	64	138
/lo rofi di al of fix ed (P t) set on sp os ss as s	(10 )	33

Auditor's remuneration is further disclosed as follows:

	31 Ma rch
	31 Ma rch	20 22
	20 23	As ed1 tat res
	£0 00	£0 00
dit rvi Au se ce s
Sta dit Co tut ory au mp an y –	136	77
– S ub sid iar ies	32 3	23 8
tal dit rvi To au se ce s	45 9	315
No ud it s ice n-a erv s
Re lat rvi gu ory as su ran ce se ce s	16	34
he Ot rvi r a ssu ran ce se ce s	14 6	133
Ot he ice r s erv s	—	10 5
To tal ud it s ice no n-a erv s	16 2	27 2
tal dit d n dit rvi To au an on -au se ce s	62 1	58 7

1. FY22 Auditor's remuneration has been restated due to regulatory assurance services being double counted in audit services and reclassification of fees arising from the audit of Foresight Group Luxembourg S.A. from regulatory assurance to statutory audit.

Non-audit services included the following:

• Regulatory assurance services: These services are for CASS assurance audits for Foresight Group LLP and PiP Manager Limited
• Other assurance services: These services are for the ISAE 3402 assurance report on the internal controls of Foresight Group LLP and interim review of the Half-year Report

7. Acquisition-related costs

The Group has incurred the following legal and professional costs in respect of its acquisitions and other costs which are considered to be non-operational and are excluded from Core EBITDA pre-SBP (see appendices to the financial statements).

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Ac isit ion of In fra e C ita l (s 33 ) str tur te qu uc ap ee no	3,1 21	—
Ac isit ion of th e t hn olo ntu di vis ion qu ec gy ve res of Do ing LL P ( 33 ) ote wn se e n	45 2	—
Ot he r	14 8	—
	3,7 21	—

Performance and risk

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

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 66.

	rch 31 Ma 20 23	rch 31 Ma 20 22
	£0 00	£0 00
Ad mi nis tiv s ( 6) tra ote e e xp en se se e n
ff c Sta ts uis itio os – a cq ns	12, 66 7	—
Ot he dm ini ati for eig ha str sts r a on co n e xc ng e –	(78 2)	—
	11, 88 5	—
isit ion lat ed (s 7) Ac sts te qu -re co ee no
Le l a nd ofe ssi al in f a uis itio f In fra e C ita l (s 33 ) sts t o str tur te ga pr on co re sp ec cq n o uc ap ee no	3,1 21	—
l a nd ofe al f a f th hn olo di of Le ssi sts in t o uis itio e t ntu vis ion D nin g L LP (s te 33 ) ga pr on co re sp ec cq n o ec gy ve res ow ee no	45 2
Ot he r le l a nd ofe ssi al sts ga pr on co	8 14	—
	3,7 21	—
ir v alu ain tin ide ion (in cl. fin ) Fa nt rat e g s o n c on ge co ns an ce ex pe nse	(32 7)	—
Ga in bu sin mb ina tio on ess co n	—	(1, 012 )
tal nd erl ing ite To no n-u y ms	15, 27 9	(1, 012 )

FOR THE YEAR ENDED 31 MARCH 2023

9. Staff costs and Directors' remuneration

The average number of employees was:

	31 rch Ma	31 rch Ma
	20 23	20 22
	£0 00	£0 00
Op tio era ns	172	135
les d M ark eti Sa an ng	56	46
Ad mi nis tra tio n	86	70
	314	25 1

Their aggregate remuneration comprised:

	31 Ma rch 20 23		31 Ma rch 20 22
		ff c Sta ost s –		ff c Sta ost s –
	ff c Sta ost s	uis itio acq ns	Tot al	Sta ff c ost s	uis itio acq ns	Tot al
	£0 00	£0 00	£0 00	£0 00	£0 00	£0 00
nd lar ies Wa ge s a sa	39 ,5 96	58 6	40 ,1 82	29 ,55 6	—	29 ,55 6
So cia l se rity sts cu co	3, 98 1	64	4, 04 5	2,7 44	—	2,7 44
Pe ion sts ns co	1, 24 5	—	1, 24 5	60 8	—	60 8
Ot he taff sts r s co	2,1 77	2,5 03	68 0 4,	2, 02 8	—	2,0 28
	46 99 9 ,	3,1 53	50 ,15 2	34 ,93 6	—	34 ,93 6
Sh -ba d p (s 10) nts te are se ay me ee no	1,1 45	9,5 14	10 65 9 ,	45 9	—	45 9
tal aff To st sts co	48 ,14 4	12, 66 7	60 811 ,	,39 35 5	—	,39 35 5

Details regarding the total remuneration paid to Directors is disclosed in the Remuneration Committee report (see pages 109 to 121).

Performance and risk

Overview

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

10. Share-based payments

Accounting policy:

The Group engages in equity-settled and cash-settled share-based payment transactions in respect of services received from its employees.

Equity-settled

Equity-settled share-based payments arise in respect of services receivable from certain employees by granting the right to either shares or options over shares, subject to certain vesting conditions and exercise prices.

The fair value of the awards granted in the form of shares or share options is recognised as an expense over the appropriate performance and vesting period with a corresponding credit to equity. When appropriate (i.e. Performance Share Plan), the fair value of the awards is calculated using an option pricing model, the principal inputs being the market value on the date of award and an adjustment for expected and actual levels of vesting which includes estimating the number of eligible employees leaving the Group and the number of employees satisfying the relevant performance conditions. Shares and options vest on the occurrence of a specified event under the rules of the relevant plan.

Cash-settled

For cash-settled share-based payments, a liability is recognised for the services received to the balance sheet date, measured at the fair value of the liability. At each subsequent balance sheet date and at the date on which the liability is settled, the fair value of the liability is remeasured with any changes in fair value recognised in the income statement.

Estimation uncertainty: Performance Share Plan

The Group's Performance Share Plan allows for the grant of nil cost options with vesting dependent on the performance of the Group and continued service by the participant, which are both estimations. There have been two annual grants of options under the plan as approved by the Remuneration Committee. The number of options awarded and the assumptions used in the Monte-Carlo simulation are described below. The Group regularly reviews its estimation of the number of eligible employees leaving the Group but this is not considered to be significant or material. A +/-10% movement to the grant date fair value would impact on the Group's profit before taxation by £84,000/(£84,000) (2022: £30,000/(£30,000)) respectively.

Infrastructure Capital – post-combination services

As per note 33, contingent consideration to be paid in shares is accounted for at fair value at the date of acquisition (grant date) using estimated outcomes and probability of those outcomes with this fair value reassessed at each reporting period. For the initial share consideration where the shares have already been issued, the fair value was the share price on grant date multiplied by the estimated forfeiture rate which was 0%. There was no change to this estimate at the end of the reporting period. The amount expensed in the year of £8,741,000 is the maximum possible charge; if the forfeiture rate was increased to 100% this would result in a full reversal of this charge.

For the other forms of consideration (earn-out and performance earn-out), the fair value of each consideration on the grant date was the maximum amount for each discounted back to the valuation date multiplied by the probability of achieving the management fee revenue targets and forfeiture rate. As per note 33, on the grant date the earn-out consideration had a management fee revenue target probability of 100% and 0% forfeiture rate and the performance consideration had a management fee revenue target probability of 71% and 0% forfeiture rate. Both were discounted using the weighted average cost of capital used to fair value the intangible assets on acquisition (see note 16). The forfeiture rate was unchanged at the end of the reporting period, but the management fee revenue target probabilities were reassessed to 95% and 79% respectively. The basis of the probability reassessments was internal forecasts of the appropriate management fee revenue. The maximum award for each at the end of the reporting period would result in an additional charge of £84,000 and the minimum would result in a full reversal of the respective charges of £374,000 and £399,000.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

10. Share-based payments continued

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
lud ed in aff Inc st sts (n ote 6) co
Pe rfo Sh Pl rm an ce are an	84 0	29 9
UK Sh In nti Pl are ce ve an	23 9	160
ha Sh Pl Ov s P nto ers ea m are an	66	—
	1,1 45	45 9
Inc lud ed in aff isi tio (no 6) st sts te co ac qu ns –
Inf tru ctu Ca ita l – st- mb ina tio ice s ( ote 33 ) ras re p po co n s erv se e n	9,5 14	—
	10 65 9 ,	45 9

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 2023 since Admission was 2% (2022: 1%).

Details of movements in the number of shares are as follows:

	rch 20 23 31 Ma		rch 20 22 31 Ma
	Nu mb of er	Av era ge rci exe se pri ce r	Nu mb of er	Av era ge rcis exe e pri r ce
	sha res d nte gra	pe sha tio re op n £	sha res d nte gra	pe sha pti re o on £
At th e b inn ing of rio d eg pe	1, 07 1, 83 0	—	—	—
Gr ted an	1,3 16 ,7 00	—	1,0 71, 83 0	—
d Ve ste	—	—	—	—
Ex tin ish ed gu	(29 00 0) ,	—	—	—
Aw ard din nd of rio d uts tan t e s o g a pe	2,3 59 ,53 0	—	1,0 71, 83 0	—

No options expired during the periods covered by the above table.

FOR THE YEAR ENDED 31 MARCH 2023

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:

Gra dat nt e	Exp iry dat e	Exe rcis e pri ce	Sh tio are op ns 31 Ma rch 20 23	Sh tio are op ns 31 Ma rch 20 22
be 4 S tem r 2 02 1 ( FY 22 G t) ep ran	ly 31 Ju 20 24	—	1, 04 2, 83 0	1,0 71, 83 0
9 A 20 22 (F Y2 3 G t) ust ug ran	31 Ju ly 20 25	—	1,3 16 ,7 00	—
			2,3 59 ,53 0	1,0 71, 83 0
hte d a l lif f o din nd of d We ig ain ing ntr tua pt ion uts tan t e rio ve rag e r em co ac e o s o g a pe			1.8 9 y ea rs	2.3 3 y ea rs

Fair value of options granted

The assumptions used in the Monte-Carlo simulation for the FY23 Grant were as follows:

• Starting share price of 419.85 pence (FY22 Grant: 378.40 pence) (the share price of the Company on the date of the grant)
• Annual volatility of 40% (FY22 Grant: 40%) (based on volatility of share price from IPO to grant date)
• Vesting period of three years (FY22 Grant: three years)
• Holding period of two years (FY22 Grant: two years) with associated 20% (FY22 Grant: 30%) deduction for lack of marketability (based on empirical studies)
• Exercise price of 0 pence (FY22 Grant: 0 pence)
• Risk-free rate of 2% (FY22 Grant: 1%) per annum which has been used as a discount factor (based on government bond yields)
• Annual dividend of 14 pence (FY22 Grant: 14 pence) per annum

The simulation based on these assumptions resulted in a fair value of 169.7 pence (FY22 Grant: 143.83 pence) per option.

Share Incentive Plan

Under the Foresight Share Incentive Plan ("SIP"), for each one Partnership Share that an 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.

FOR THE YEAR ENDED 31 MARCH 2023

10. Share-based payments continued

Share Incentive Plan continued

The movement in matching shares purchased under this scheme during the year was as follows:

	Nu mb of er	Nu mb of er
	sha res	sha res
	rch d pu ase	rch d pu ase
th e b of d At inn ing rio eg pe	152 ,7 69	—
Mo nt ve me	65 ,7 25	152 ,76 9
At d o f p eri od en	218 ,4 94	152 ,76 9

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. At 31 March 2023, the Group had made awards of 36,368 notional matching shares under the plan.

Infrastructure Capital – post-combination services (see note 33)

Payments of consideration arising from the acquisition of Infrastructure Capital require the sellers to remain either employed or contracted to the Group or the payments will be forfeited. They are therefore 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 33.

The expiry dates of shares issued under this arrangement are as follows:

		Exe rcis e	Sh tio are op ns 31 Ma rch	Sh tio are op ns 31 Ma rch
Gra dat nt e	Exp iry dat e	pri ce1	20 23	20 22
8 S tem be r 2 02 2 ep	30 Se pte mb 20 23 er	—	2, 27 6,7 84	—
8 S be r 2 02 2 tem ep	30 Se mb 20 24 pte er	—	2, 27 6,7 84	—
be 02 8 S tem r 2 2 ep	30 mb 20 Se pte 25 er	—	6,7 2, 27 84	—
			6, 83 0,3 52	—
We ig hte d a ain ing l lif f o ion din nd of rio d ntr tua pt uts tan t e ve rag e r em co ac e o s o g a pe			1.5 ye ars	—

1. Exercise price not applicable as shares have already been issued.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

11. Other operating income

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
fro the Sh bro ok de lop Fe ari sin ire nt es g m ve me	—	25 0

Fees arising from the Shirebrook development

The Group is managing the development of a reserve power plant site in Shirebrook, Derbyshire on behalf of the Foresight ITS product. Development fees have been accounted for as other operating income when it is virtually certain that relevant contractual conditions have been met. At 31 March 2022, total fees of £2.4 million had been recognised over four years, which reflects the total contractual fees on the development.

12. Finance income and expenses

Accounting policy:

Finance income

Finance income comprises fair value gain on derivatives and interest receivable on cash deposits.

Fair value gain on derivatives not designated as hedging instruments reflects the changes in fair values of foreign currency exchange forward contracts. Interest income is recognised in the income statement as it accrues using the effective interest method.

Finance expenses

Finance expenses comprise interest payable on leases and associated dilapidation provisions, borrowings and direct issue costs and are expensed in the period in which they are incurred.

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
Fin in an ce co me
de Ga in riv ati on ve s	76 2	—
Ba nk int eiv ab le st ere rec	121	2
fin To tal in an ce co me	88 3	2
Fin an ce ex pe ns es
Ot he r in ble ter est pa ya	2	4
Lo in (a d) ter est an cc rue	139	85
le lia bil Int st itie ere on ase s	512	56 4
Int di lap ida tio isio st ere on n p rov ns	20 1	—
tal fin n fi ial lia bil itie red tis ed To at st an ce ex pe ns e o na nc s m ea su am or co	85 4	65 3
e/ Ne t fi e i (ex e) nis ed in th e S f C he ive In tat t o na nc nc om pe ns rec og em en om pre ns co me	29	(65 1)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

12. Finance income and expenses continued

The above finance income and expense includes the following in respect of assets (liabilities) not at fair value through profit or loss:

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
tal fin inc n fi ial To ets an ce om e o na nc ass	88 3	2
tal fin fin l lia bil To cia itie an ce ex pe nse on an s	(85 4)	(65 3)
	29	(65 1)

13. Taxation

Accounting policy: Current tax

The tax expense represents the current tax relating to the corporate subsidiaries. The current tax expense is based on taxable profits of these companies for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The current tax liability is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date. Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Group intends to either settle on a net basis or realise the asset and settle the liability simultaneously.

A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority.

The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the Statement of Financial Position liability method. Deferred tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the deferred tax is also dealt with in the Statement of Other Comprehensive Income or directly in equity. See note 27.

GOVERNANCE

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

13. Taxation continued

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
Cu nt tax rre
UK rat ion ta co rpo x	3, 26 0	3,0 98
Fo rei ta tio gn xa n	1,7 08	66
Ad jus in of ior rio ds ( for eig ) tm ts ct n t en res pe pr pe ax	—	5
tal ch To nt tax cu rre arg e	96 4, 8	69 3,1
fer De red ta x
Or ig ina tio nd l o f te diff n a re ve rsa mp ora ry ere nc es	(1, 27 2)	(37 6)
tal de fer red To ta x	(1, 27 2)	(37 6)
rofi rd ina tiv itie Ta t o x o n p n o ry ac s	3, 69 6	2,7 93
To tal ta x e xp en se
Fro ab m ov e	3, 69 6	2,7 93
Sh of of d j ta uit nte oin t v tur are x e xp en se eq y-a cc ou en es	—	21
	3, 69 6	2,8 14

The effective tax rate has varied through the historical period, and is explained as:

	31 Ma rch 20 23	31 Ma rch 20 22
fit for th Pro ea r	£0 00 23 62 5	£0 00 25 ,07 6
e y Ad d b k t l ta ota ac x	, 69 6 3,	2, 814
fit be fo all Pro ta re x	27 21 ,3	27 ,89 0
fit be for Pro e t at 19% ax	5,1 91	5,2 99
Pro fits ble ion t a to rat ta no sse ssa co rpo x	(41 0)	(7 62 )
Pro fit sh al loc ati fr hip fu nd rtn are on om pa ers s	120	65 4
ed de fer red Un nis ta rec og x	(32 8)	35 0
Ad jus tm ts to vio rio ds en pre us pe	—	5
Diff s t rat ere nc es on ov ers ea ax e	(4, 36 8)	(4, 126 )
of de fer red Re nt ta me as ure me x	—	150
fo Ex ot de du cti ble r ta pe nse s n x p urp os es	1, 08 2	1,4 82
Ot he sh -ba d p nts r – are se ay me	126	(46 )
Co nti lle of ire d c nie t p nts to ng en ay me se rs ac qu om pa s	2, 28 3	—
bu mb Ga in sin ina tio on ess co n	—	(19 2)
To tal ha ta rge x c	3, 69 6	2,8 14

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 19%, as most of the Group's trading activities are carried out in the UK.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

14. Earnings per share

Accounting policy:

Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number of shares in issue during the period less the weighted average number of own shares held and shares held in escrow (see note 29 "Own share reserve" and "Shares held in escrow reserve").

Diluted earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number of shares for the purposes of the basic earnings per share plus the weighted average number of shares that would be issued on the conversion of dilutive potential Ordinary Shares into Ordinary Shares (see note 10 for Performance Share Plan and note 33 for Infrastructure Capital initial share consideration).

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
rni Ea ng s
fit for th eri od fo f b ic a nd Pro e p r p urp os e o as dil d e ing sh ute arn s p er are	23 62 5 ,	25 ,07 6
nd erl No ing ite (s te 8) n-u ms ee no y	15, 27 9	(1, 012 )
Pro fit be for de rly ing ite fo r th eri od e n on -un ms e p for of ba sic d d ilu ted rni sh pu rpo se an ea ng s p er are be for de rly ing ite e n on -un ms	38 90 4 ,	24 ,06 4

	31 Ma rch 20 23 00 0	31 Ma rch 20 22 00 0
Nu mb of sh er are s
We ig hte d a be f s ha in is ve rag e n um r o res su e du rin he rio d g t pe	112 ,77 0	10 8,3 33
Le tim ion ed ha he ld ort ss e-a pp ow n s res	(19 3)	(13 3)
hte d a be f O rdi Sh s f We ig ve rag e n um r o na ry are or of the ba sic rni sh pu rpo se ea ng s p er are	112 ,57 7	10 8,2 00
Ad d b k w eig hte d a be f d ilu tiv ac ve rag e n um r o e tia l sh ten po are s
Pe rfo Sh Pl rm an ce are an	1,7 27	60 8
We ig hte d a be f O rdi Sh s f ve rag e n um r o na ry are or the of dil d e ing sh ute pu rpo se arn s p er are	114 ,3 04	10 8,8 08

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 33) as the amount of shares potentially to be issued is not currently known.

	rch 31 Ma 20 23	rch 31 Ma 20 22
	pe nce	pe nce
Ea rni sh ng s p er are
Ba sic	21. 0	23 .2
Dil ute d	20 .7	23 .0
Ba sic be for de rly ing ite e n on -un ms	34 .6	22 .2
Dil d b efo nd erl ing ite ute re no n-u y ms	.0 34	22 .1

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.

FOR THE YEAR ENDED 31 MARCH 2023

15. Property, plant and equipment

Accounting policy:

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost less estimated residual value of each asset evenly using a straight-line method over its estimated useful life (charged through administrative expenses) as follows:

• Fixtures and fittings:
• Office equipment over ten years
• Computer equipment over five years
• Short leasehold property over term of lease
• Motor vehicles over four years

The carrying values of items of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Statement of Comprehensive Income.

	Fix tur es, fitt ing nd s a	Sh le ho ld ort ase	Mo tor
	uip nt eq me	rty pro pe	veh icle s	al Tot
	£0 00	£0 00	£0 00	£0 00
Co st
At 1 A il 2 02 2 pr	45 4	5,4 74	15	94 5, 3
Ad dit ion s	41 3	20 6	—	61 9
Bu sin mb ina tio (se 33 ) ote ess co ns e n	73	—	—	73
Fo rei ch t gn ex an ge m ov em en	26	10	—	36
ls Dis po sa	(49 )	—	(15 )	(64 )
At 31 M h 2 02 3 arc	917	5, 69 0	—	6, 60 7
De cia tio pre n
il 2 At 1 A 02 2 pr	173	3,1 06	8	3, 28 7
fo De cia tio ha r th pre n c rge e y ea r	24 9	59 4	2	84 5
Dis ls po sa	(35 )	—	(10 )	(45 )
rei ch Fo t gn ex an ge m ov em en	(6)	4	—	(2)
h 2 At 31 M 02 3 arc	38 1	3,7 04	—	4, 08 5
Ne t b k v alu t 3 1 M h 2 02 3 arc oo e a	53 6	1, 98 6	—	2,5 22

FOR THE YEAR ENDED 31 MARCH 2023

15. Property, plant and equipment continued

	Fix tur es, fitt ing nd s a		Mo tor veh icle s £0 00	Tot al £0 00
		Sh lea seh old ort rty pro pe
	uip nt eq me
	£0 00	£0 00
Co st
At 1 A il 2 02 1 pr	34 1	5,3 85	15	5,7 41
Ad dit ion s	30 8	90	—	39 8
Fo rei ch t gn ex an ge m ov em en	(2)	(1)	—	(3)
Dis ls po sa	(19 3)	—	—	(19 3)
h 2 02 2 At 31 M arc	45 4	5,4 74	15	5,9 43
cia tio De pre n
At 1 A il 2 02 1 pr	193	2,5 31	5	2,7 29
cia tio ha fo r th De pre n c rge e y ea r	172	6 57	3	1 75
ls Dis po sa	(19 1)	—	—	(19 1)
Fo rei ch t gn ex an ge m ov em en	(1)	(1)	—	(2)
At 31 M h 2 02 2 arc	173	3,1 06	8	3,2 87
t b k v alu h 2 Ne t 3 1 M 02 2 oo e a arc	28 1	2,3 68	7	2,6 56

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16. Intangible assets

Accounting policy:

Goodwill arises through business combinations and represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a business at the date of acquisition. Goodwill is recognised as an asset and measured at cost less accumulated impairment losses. It is allocated to groups of cash-generating units, which represent the lowest level at which goodwill is monitored for internal management purposes. Cash-generating units are identified as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, and are no larger than the Group's operating segments, as set out in note 5.

Intangible assets in respect of customer contracts (acquired) reflect the fair value of the investment management contracts obtained, which is equal to the present value of the earnings they are expected to generate. This is on the basis that it is probable that future economic benefits attributable to the investment management contracts will flow to the Group and the fair value of the intangible asset can be measured reliably. These intangible assets are subsequently carried at the amount initially recognised less accumulated amortisation, which is calculated using the straight-line method over their estimated useful lives.

Computer software (internally generated) represents software licences and development costs to bring software into use. Costs associated with developing or maintaining computer software programmes that do not meet the capitalisation criteria under IAS 38 are recognised as an expense as incurred.

Amortisation is provided, where material, at rates calculated to write off the cost, less estimated residual value, of each asset evenly using a straight-line method over its estimated useful life (charged through administrative expenses) as follows:

• Customer contracts over remaining term of investment management contract
• Computer software over three to four years

The carrying values of customer contracts (acquired) and computer software (internally generated) are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense in the Statement of Comprehensive Income immediately.

Goodwill impairment: Any impairment is recognised immediately in profit or loss and is not subsequently reversed. On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the Statement of Comprehensive Income.

FOR THE YEAR ENDED 31 MARCH 2023

16. Intangible assets continued

Estimation uncertainty and judgements: Acquisition of Infrastructure Capital Group

The valuation of investment management contracts represents an estimation of the present value of the earnings that those contracts were expected to generate at the completion date. The net present value was calculated using a Multi-period Excess Earnings Method ("MEEM") methodology, with reference to the projected profitability of the fund over a useful life of twenty years based on internal forecasts and a weighted average cost of capital ("WACC") of 13% using various inputs to reflect the operations which are based in Australia.

Acquisition of Downing's technology ventures business

The valuation of investment management contracts represents an estimation of the present value of the earnings that those contracts were expected to generate at the completion date. The net present value was calculated using a Multi-period Excess Earnings Method ("MEEM") methodology, with reference to the projected profitability of the fund over a useful life of fifteen years based on internal forecasts and a weighted average cost of capital ("WACC") of 13.8% using various inputs to reflect the operations which are principally based in the United Kingdom.

A key area of estimation is the expected useful life of the contracts especially where the contracts do not have a defined end date, which is the case for Infrastructure Group and Downing. The Group considers the nature of the contracts and also undertakes a benchmark analysis of comparable purchase price allocations. The amortisation charge for Infrastructure Capital and Downing contract are £969,000 and £712,000 respectively for the current period. A reduction in useful life to ten years for both acquisitions would result in an increased charge of £1,937,000 and £356,000 respectively.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

16. Intangible assets continued

	Co ute r mp	Cu sto me r
	sof tw are	ntr act co s	Go od wil l	al Tot
	£0 00	£0 00	£0 00	£0 00
Co st
At 1 A il 2 02 2 pr	65 0	4,5 58	—	5, 20 8
Ad dit ion s	13	—	—	13
Bu sin mb ina tio ess co ns	—	44 ,7 98	19 ,4 04	64 20 2 ,
ch Fo rei t gn ex an ge m ov em en	—	(2, 32 1)	(97 8)	(3, 29 9)
Dis ls po sa	—	—	—	—
At 31 M h 2 02 3 arc	66 3	47 03 5 ,	18 ,4 26	66 ,1 24
/im tis ati irm Am t or on pa en
At 1 A il 2 02 2 pr	39 4	38 3	—	77 7
Ch e f the arg or ar ye	83	2,4 14	—	2,4 97
rei ch Fo t gn ex an ge m ov em en		(61 )	—	(61 )
Dis ls po sa	—	—	—	—
h 2 At 31 M 02 3 arc	47 7	2,7 36	—	3, 213
Ne t b k v alu t 3 1 M h 2 02 3 oo e a arc	18 6	44 29 9 ,	18 ,4 26	62 911 ,

	Co ute mp r	Cu sto me r
	sof tw are	tra cts con	Go od wil l	Tot al
	£0 00	£0 00	£0 00	£0 00
Co st
At 1 A il 2 02 1 pr	47 9	2,9 14	—	3,3 93
Ad dit ion s	171	—	—	171
sin mb ina tio Bu ess co ns	—	1,6 79	—	1,6 79
Dis ls po sa	—	(35 )	—	(35 )
h 2 At 31 M 02 2 arc	65 0	4,5 58	—	5,2 08
/im Am tis ati irm t or on pa en
At 1 A il 2 02 1 pr	28 9	92	—	38 1
Ch e f the arg or ye ar	10 5	29 2	—	39 7
Dis ls po sa	—	(1)	—	(1)
h 2 At 31 M 02 2 arc	39 4	38 3	—	77 7
t b k v alu 1 M h 2 02 2 Ne t 3 oo e a arc	25 6	4,1 75	—	4,4 31

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16. Intangible assets continued

Customer contracts

The table below shows the carrying amount assigned to each component of customer contracts and the remaining amortisation period.

	Re inin ma g ort isa tio am n rio d pe	Ca ing rry val ue £0 00
of fra l G Ac isit ion In str tur e C ita (se ote 33 ) qu uc ap rou p e n	19. 4 y ea rs	27 ,3 22
isit ion of nin ch log bu sin Ac D g's te tur qu ow no y v en es ess (se ote 33 ) e n	14 .3 ye ars	13, 53 4
isit ion of Pi Lim ite d Ac P M qu an ag er	17. 4 y ea rs	2,5 01
of lar b S Ac isit ion FV So La .R. L. (se ote 33 ) qu e n	1.6 ars ye	94 2
		44 29 9 ,

Goodwill

The table below shows the carrying amount of goodwill.

	rch 31 Ma 20 23 £0 00
Ac isit ion of fra e C ita l G (se ) In str tur ote 33 qu uc ap rou p e n	11, 88 9
of ch log bu Ac isit ion D nin g's te tur sin (s te 33 ) qu ow no en es ess ee no y v	6,5 37
	18 ,4 26

In accordance with IAS 36, goodwill acquired in a business combination is allocated, at acquisition, to the groups of cash generating units (CGUs) that are expected to benefit from that business combination. However, due to the Group having only recently finalised its purchase price allocation for each of the acquisitions in the year, it has not yet concluded on this initial allocation of goodwill to CGUs. This will be completed in FY24 in accordance with IAS 36 para 84. The Group does not anticipate any impairment of goodwill as it is already benefiting from the synergies of each acquisition.

Computer software

The remaining element of intangible assets relates to capitalised software costs, which are amortised over three to four years. The amortisation charges above are recognised within administrative expenses in the Statement of Comprehensive Income.

17(a). Investments at FVTPL

Accounting policy:

Investments at FVTPL are recognised initially at fair value, which is normally the transaction price. Subsequent to initial recognition, investments at FVTPL are measured at fair value with changes recognised in the Statement of Comprehensive Income.

Estimation uncertainty and judgements:

Investments at FVTPL are the Group's co-investment into Limited Partnership funds and VCT investments managed by the Group. Fair value is calculated as the Group's share of NAVs of these funds and investments. These NAVs are subject to the Group's fund Valuations Policy which sets out acceptable methodologies that may be applied in valuing a fund's investments. Each quarter, each Investment Manager values their investments in accordance with the guidelines of this policy, typically the International Private Equity and Venture Capital ("IPEV") Valuation Guidelines (December 2022) developed by the British Venture Capital Association and other organisations. Where appropriate, these valuations are also approved by the independent Boards of each fund and in all cases by the Group's valuation committee.

While valuations of investments are based on assumptions that the Directors consider are reasonable under the circumstances, the actual realised gains and losses will depend on, amongst other factors, future operating results, the value of the assets and market conditions at the time of disposal, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Further details on the key assumptions made and a sensitivity analysis are set out in note 32.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

17(a). Investments at FVTPL continued

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
At be inn ing of rio d g pe	2,7 81	2,0 75
Ad dit ion s	1,3 10	712
Fa ir v alu ts e m ov em en	34 9	63 8
Sa les ds pr oc ee	(47 3)	(64 4)
d o f p eri od At en	3, 96 7	2,7 81

Investments comprise co-investments into Limited Partnership funds and VCT investments managed by the Group which are measured at fair value.

17(b). Investments in related undertakings

Details of the investments in related undertakings, comprising subsidiaries, are included in the appendices to the financial statements on pages 206 to 208.

18. Derivative assets

Accounting policy:

The Group uses forward currency contracts to hedge the risks associated with foreign currency fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivative financial instruments are classified as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

The forward currency contracts entered into to date have not been designated as hedging instruments and are not subject to hedge accounting.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
riv ati ris ing fr fo ard De set ve as s a om rw cu rre nc y of hic h: ntr ts, co ac w	64 8	—
No t a ts n-c urr en sse	24 5	—
Cu nt ets rre ass	40 3	—

The Group originally had eight forward foreign currency contracts, of which the first matured on 30 March 2023 and thereafter at quarterly intervals. Therefore, at 31 March 2023, the Group had seven contracts with a notional amount of A\$17.5 million to sell for £10.2 million and the fair value of these contracts gave rise to a gain of £0.7 million recognised as a derivative asset.

19. Contract costs

Accounting policy:

The Group may enter into placement agency agreements with providers who will seek to raise investor monies. Where placement agency fees are incremental to obtaining, extending or modifying a contract with a customer, these fees are capitalised and then amortised on a systematic basis consistent with the pattern of transfer of the services to which the asset relates. Where placement agency fees are not considered to be incremental, these are expensed as they are incurred. Capitalised placement fees are included within contract costs.

Retainer amounts paid to placement agents are recognised as an asset. Where the placement agent is successful in obtaining a contract with a customer, the retainer amounts are offset against the gross placement agency fees when incurred. If unsuccessful, the retainer amounts are expensed.

Estimation uncertainty and judgements:

When deciding whether placement agency fees are incremental to obtaining, extending or modifying a contract with a customer, the Group must consider whether an individual investor is the customer or whether the fund that the investor is investing into is the customer. Where the individual investor is the customer, the fees will be incremental. Where the customer is the fund, the fees for the individual investor would not be incremental.

FOR THE YEAR ENDED 31 MARCH 2023

19. Contract costs continued

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
tal lac fee f w hic h: Inc t a rem en p em en ge nc y s, o	3, 96 5	4,5 55
No t a ts n-c urr en sse	3,4 35	3,9 76
Cu nt ets rre ass	0 53	9 57

20. Trade and other receivables

Accounting policy:

Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. For trade receivables this is because they meet the criteria set out under IFRS 9, being assets held within a business model that give rise to contractual cash flows and are solely payments of principal and interest ("SPPI"). If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses. The expected credit losses are estimated using a provision matrix by reference to past default experience and an analysis of the receivables current financial position, adjusted for factors that are specific to the receivable, general economic conditions of the industry and an assessment of both the current as well as the forecast direction of conditions at the reporting date. This encompasses trade receivables and balances within other receivables such as recharges yet to be invoiced to funds and investee companies.

Additionally, when a trade receivable is credit impaired, it is written off against trade receivables and the amount of the loss is recognised in the income statement. Subsequent recoveries of amounts previously written off are credited to the Statement of Comprehensive Income. In line with the Group's historical experience, and after consideration of current credit exposures, the Group does not expect to incur any significant credit losses and has not recognised any ECLs in the current year (2022: £nil). A bad debt expense has though been incurred in for the year for a small number of directors fees, but none for management fees.

Amortised cost

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset. On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the Statement of Comprehensive Income. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Prepayments arise where the Group pays cash in advance for services. As the service is provided, the prepayment is reduced and the operating expense is recognised in the Statement of Comprehensive Income.

GOVERNANCE

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

20. Trade and other receivables continued

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Tra de iva ble re ce s	12, 95 6	13, 38 3
Ot he iva ble r re ce s	3,4 11	2,3 10
Pre ts pa ym en	3, 08 0	2,0 50
Sta ff a dv an ce s	2, 29 5	2,8 80
Ta eiv ab le x r ec	—	58 4
Le t a ts: ss no n-c urr en sse
Tra de iva ble re ce s	1, 04 4	1,12 0
Sta ff a dv an ce s	1,5 55	2,1 40
	2,5 99	3,2 60
Cu nt ts: rre as se
Tra de iva ble re ce s	11, 912	12, 26 3
Ot he iva ble r re ce s	3,4 11	2,3 10
Pre ts pa ym en	3, 08 0	2,0 50
Sta ff a dv an ce s	74 0	74 0
Ta eiv ab le x r ec	—	58 4
	19 ,14 3	17, 94 7

The Directors consider that the carrying value of trade receivables, other receivables and staff advances approximates to their fair value. Staff advances have been made in order to retain key staff and are expensed over five years in line with the contractual terms of the advances but are repayable if the relevant individual leaves the Group.

The ageing profile of the Group's trade receivables is as follows:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Cu nt rre	10 93 2 ,	7,2 54
Ov erd ue
0 d < 3 ay s	40	70 5
30 -6 0 d ay s	24 8	44 9
60 -90 da ys	30 0	81
> 9 0 d ay s	36 1,4	4,8 94
	12, 95 6	13, 38 3

The movement in the impairment allowance for trade receivables is as follows:

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
At be inn ing of rio d g pe	213	23 2
off du he d a oll tib le W ritt rin g t rio en pe s u nc ec	(21 6)	(15 9)
Inc du rin g t he rio d rea se pe	64	140
At d o f p eri od en	61	213

Trade receivables include amounts which are past due at the reporting date but against which the Group has not recognised a provision for impairment as there has been no significant change in credit quality and the amounts are still considered recoverable.

In determining the recoverability of trade receivables the Directors considered any change in the credit quality of the trade receivable from the date the credit was initially granted up to the reporting date. Such changes would include when one or more detrimental events have occurred, such as significant financial difficulty of the counterparty or it becoming probable that the counterparty will enter bankruptcy or other financial reorganisation. As the majority of trade receivables are fees settled directly from the cash of the respective funds, the credit risk is considered to be very low. When trade receivables are fees settled directly from investee companies, i.e. directors' fees, there is the possibility of financial difficulty, however these fees individually are not significant. See note 32 for management of credit risk.

GOVERNANCE

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

21. Cash and cash equivalents

Accounting policy:

Cash and cash equivalents comprise cash on hand and cash at banks.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Ca sh d c h e iva len r S f ts tat t o an as qu pe em en Fin cia l P itio an os n	39 ,7 61	54 ,28 9
Ca sh d c h e iva len r C h F low St ts ate nt an as qu pe as me	39 ,7 61	54 ,28 9

22. Trade and other payables

Accounting policy:

Trade and other payables are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

Amortised cost

The amortised cost of a financial liability is the amount at which the financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount.

Derecognition

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
Tra de ble pa ya s	1, 94 5	1,3 22
als Ac cru	50 17, 4	12, 9 45
De fer red in co me	5,7 90	134
Ot he ab les r p ay	99 3, 3	4,7 16
VA T a nd PA YE	2, 87 6	3,2 34
Co ion rat ta rpo x	1,5 59	49 7
hip l co ibu Pa rtn ita ntr tio ers ca p ns	1,7 15	1,6 80
Le t li ab ilit ies ss no n-c urr en :
als Ac cru	—	64
Cu lia bil itie nt rre s:
de ble Tra pa ya s	1, 94 5	1,3 22
Ac als cru	17, 50 4	12, 39 5
fer red in De co me	5,7 90	134
Ot he ab les r p ay	3, 99 3	4,7 16
nd VA T a PA YE	2, 87 6	3,2 34
Co rat ion ta rpo x	1,5 59	49 7
hip ita l co ibu tio Pa rtn ntr ers ca p ns	1,7 15	1,6 80
	35 ,3 82	23 ,97 8

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider the carrying amount of trade payables, other payables, accruals and partnership capital contributions approximates to their fair value when measured by discounting cash flows at market rates of interest as at the Statement of Financial Position date. Deferred income relates to fees received in advance. Partnership capital contributions relate to contributions by members to Foresight Group LLP. The main component of accruals are bonuses relating to the financial period but substantially settled in July in the following financial year.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

23. Loans and borrowings

Accounting policy:

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Loans and borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statement of Comprehensive Income over the period of the borrowings using the effective interest method.

Loans and borrowings are derecognised from the Statement of Financial Position when the obligation specified in the contract is discharged, is cancelled or expires.

The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other operating income or finance expenses.

Loans and borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Loans and borrowings arose from the acquisition of PiP Manager Limited in the year ended 31 March 2021.

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
Cu lia bil itie nt rre s
nd bo wi Lo an s a rro ng s	2, 64 6	66 0
t li ab ilit ies No n-c urr en
Lo nd bo wi an s a rro ng s	48 5	3,0 30
	3,1 31	3,6 90

Terms and debt repayment schedule

				31 Ma rch 20 23
		No min al		Ca ing rry
		inte t res	Ye of ar	nt1 am ou
	Cu rre ncy	rat e	ity2 tur ma	£0 00
red lo Un se cu an	GB P	Ba rat 2% e + se	20 27	3,1 31

1. The carrying amount of these loans and borrowings equates to the fair value.

2. The loans were provided by five lenders equally. The Group agreed with four lenders for early repayment, with repayment made in May 2023. These repayments have been disclosed within current liabilities.

The movement on the above loans may be summarised as follows:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
of At be inn ing rio d g pe	3, 69 0	4,3 24
Int st ere	139	85
inc ipa l Re t – pa ym en pr	(60 6)	(62 2)
Re t – in ter est pa ym en	(92 )	(97 )
At d o f p eri od en	3,1 31	3,6 90

For more information about the Group's exposure to interest rate and foreign currency risk, see note 32.

Performance and risk

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

24. Lease liabilities and right-of-use assets

Accounting policy:

Applying IFRS 16, for all leases, the Group:

• Recognises right-of-use assets and lease liabilities in the Statement of Financial Position, initially measured at the present value of the future lease payments
• Recognises depreciation of right-of-use assets and interest on lease liabilities in the Statement of Comprehensive Income
• Separates the total amount of cash paid into a principal portion and interest (presented within financing activities) in the Cash Flow Statement

Right-of-use assets are measured at cost less accumulated depreciation and impairment losses. The carrying value is also adjusted for any remeasurement of the lease liability. The lease liability is measured in subsequent periods using the effective interest rate method and adjusted for lease payments.

Lease incentives (e.g. rent-free periods) are recognised as part of the measurement of the right-of-use assets and lease liabilities. For short-term leases (lease term of 12 months or less) and leases of low-value assets, the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16.53 I. This expense is presented within administrative expenses in the Statement of Comprehensive Income.

The cost of any contractual requirements to dismantle, remove or restore the leased asset, typically dilapidations, are included in the initial recognition of right-of-use assets.

Set out below are the carrying amounts of the right-of-use assets recognised and associated lease liabilities (included under current and non-current liabilities) together with their movements over the period. The leases all relate to the offices of the Group as follows:

VCF II LLP

• 23rd Floor Shard, London
• 18th Floor Shard, London
• 3rd Floor Park Row, Nottingham
• 4th Floor Park Row, Nottingham

Foresight Group LLP

• George Street, Edinburgh, Scotland
• Station Road, Cambridge
• King Street, Manchester

Foresight Group S.R.L.

• Piazza Barberini, Rome

Foresight Group Iberia SL

• Planta Tercera, Madrid

Foresight Group Luxembourg S.A.

• Europe Building, Allee Scheffer, Luxembourg

New leases entered into or acquired through business combinations in the year ended 31 March 2023:

Foresight Group LLP

• Northspring, Wellington Street, Leeds
• Earl Grey House, Grey Street, Newcastle upon Tyne

Foresight Australia Funds Management Limited (renamed from Infrastructure Capital Group Limited on 2 November 2022)

• Hunter Street, Sydney
• Collins Street, Melbourne VIC 3000

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

24. Lease liabilities and right-of-use assets continued

The leases are typically of ten years' duration.

	31 Ma rch	31 Ma rch
	20 23 £0 00	20 22 £0 00
of- Rig ht- t us e a sse
At be inn ing of rio d g pe	8, 26 0	9,1 20
Ad dit ion s	70 6	1,4 77
mb Bu sin ina tio n ( ote 33 ) ess co se e n	56 0	—
Ad jus di lap ida tio (se 26 ) tm t to ote en ns e n	(33 4)	—
cia tio De pre n	(1, 87 2)	(2, 7) 33
ch Fo rei gn ex an ge	(39 )	—
At d o f p eri od en	7, 28 1	8,2 60
Le e l iab ilit as y
be of d At inn ing rio g pe	10 ,4 08	12, 019
Cu nt rre	2,3 02	2,1 57
No t n-c urr en	8,1 06	9,8 62
Ad dit ion s	72 2	54 4
Bu sin mb ina tio n ( ote 33 ) ess co se e n	61 9	—
Le t ase pa ym en	(2, 96 3)	(2, 719 )
Int st ere	512	56 4
ch Fo rei gn ex an ge	(47 )	—
At d o f p eri od en	9, 25 1	10 ,40 8
Cu nt rre	2,5 62	2,3 02
No t n-c urr en	6, 68 9	8,1 06
	9, 25 1	10 ,40 8

The lease payment in the year has been split £2,451,000 (2022: £2,155,000) of principal and £512,000 (2022: £564,000) of interest.

The table below summarises the maturity profile of the Group's lease liabilities based on contractual undiscounted payments at 31 March 2023.

	s th Les an	On e t o t wo	o fi Tw o t ve	han Mo re t
al Tot	on e y ear	yea rs	yea rs	five ye ars
£0 00	£0 00	£0 00	£0 00	£0 00
10 ,1 87	2, 99 1	3, 01 5	3,3 12	86 9

The table below summarises the maturity profile of the Group's lease liabilities based on contractual undiscounted payments at 31 March 2022.

	s th Les an	On e t o t wo	o fi Tw o t ve	han Mo re t
al Tot	on e y ear	yea rs	yea rs	five ye ars
£0 00	£0 00	£0 00	£0 00	£0 00
11, 63 4	2,7 99	2,8 00	5,1 72	86 3

The following are the amounts recognised in the Statement of Comprehensive Income:

	31 Ma rch 20 23	31 Ma rch 20 22
	£0 00	£0 00
ht- of- De cia tio rig ts pre n e xp en se on us e a sse	1, 87 2	2,3 37
Int st le lia bil itie ere ex pe nse on ase s	512	56 4
	2,3 84	2,9 01

The weighted average incremental borrowing rate applied to lease liabilities recognised in the Statement of Financial Position at the date of initial application was 4.61% (2022: 4.79%).

In accordance with IFRS 16.53(c), (d) al(e) (in respect of short-term, low-value and variable lease expenses), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16 for these items. This expense is presented within administrative expenses in the Statement of Comprehensive Income and for the year ended 31 March 2023 was £95,000 (2022: £117,000).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

25. Acquisition-related liabilities

Acquisition-related liabilities arise from the acquisitions made by the Group during the period (see note 33).

Accounting policy:

Contingent consideration payable is measured at fair value at acquisition and assessed annually with particular reference to the conditions upon which the consideration is contingent. Fair value movements in the year are recognised in the income statement.

Remuneration for post-combination services is the liability that arises from accounting for contingent consideration payments to sellers which are subject to forfeiture if the seller ceases to be employed and are payable in cash; this consideration is accounted as long-term employee benefits under IAS19 (see note 28).

Estimation uncertainty:

Contingent consideration

Contingent consideration accounted for reflects the Group's best estimate of the amounts that are expected to be paid, discounted to their present value arising from the acquisition of Downing's technology ventures business. This is based on the updated AUM of the two VCT's whose investment mandates were acquired (see note 33). The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is between £nil and £4,176,000.

Remuneration for post-combination services

The proportion of the deferred payments that are contingent on the recipients remaining employees of the Group for a specific period arising from the acquisition of Infrastructure Capital are accounted for as remuneration for post-combination services. The Group's estimate of the amounts ultimately payable will be expensed over the deferral period, discounted to their present value (see note 28).

	Co nti ent ng nsi de rat ion co £0 00	ati Re mu ner on for st po mb ina tio co n vic ser es £0 00	Tot al £0 00
il 2 At 1 A 02 2 pr	—	—	—
Bu sin mb ina tio ess co ns	3,7 97	—	3,7 97
Ar isin in the rio d1 g pe	—	2,5 03	2,5 03
ir v alu ts2 Fa e m ov em en	(32 7)	—	(32 7)
h 2 At 31 M 02 3 arc	3,4 70	2,5 03	5, 97 3
Cu lia bil itie nt rre s	1,1 04	46	1,1 50
t li ab ilit ies No n-c urr en	2,3 66	2,4 57	4, 82 3

1. The remuneration for post-combination services is made up of £2,485,000 of expense at the grant date fair value, £20,000 of unwinding the discount and a further (£2,000) arising from the assessment carried out to best estimate the amounts the Group expects to pay.

2. Of the fair value movement for contingent consideration, £133,000 related to unwinding the discount on the liability with remaining movement of (£460,000) arising from the assessment carried out to best estimate the amounts the Group expects to pay.

The table below summarises the maturity profile of the Group's contingent consideration based on contractual undiscounted payments and current assessment of probabilities at 31 March 2023.

Tot al	Les s th an on e y ear	On e t o t wo yea rs	Tw o fi o t ve yea rs	Mo han re t five ye ars
£0	£0	£0	£0	£0
00	00	00	00	00
3,	1,	1,	1,	—
68	22	22	22
7	9	9	9

FOR THE YEAR ENDED 31 MARCH 2023NOTES TO THE FINANCIAL STATEMENTS CONTINUED

26. Provisions

Accounting policy:

A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. The increase in the provision due to the passage of time is recognised in finance expenses.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
be of d At inn ing rio g pe	93 3	—
Ad dit ion s	—	93 3
Ad jus t (s be low ) tm en ee	(33 4)	—
Int st ere	20 1	—
At d o f p eri od en	80 0	93 3

Dilapidation provisions

As part of its operating lease agreement for its various premises, the Group has an obligation to pay for dilapidation costs at the end of the lease term. The Group engages independent surveyors to carry out inspections to assess these likely dilapidations which the Group then makes provisions for.

The provisions were first accounted for in FY22. At that time the provisions were not discounted which the Group has corrected for in FY23 using the incremental borrowing rates used to measure lease liabilities.

27. Deferred tax assets and liabilities

Accounting policy:

Deferred tax is recognised based on differences between the carrying value of assets and liabilities for accounting purposes and their tax values (see note 13). Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are only recognised to the extent that the Group considers them to be recoverable, which is determined by reference to estimates that future taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Estimation uncertainty and judgements:

Judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax legislation) that have been enacted or substantively enacted at the Statement of Financial Position date.

FOR THE YEAR ENDED 31 MARCH 2023

27. Deferred tax assets and liabilities continued

The movement on the deferred tax account is as shown below:

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
be inn ing of rio d At g pe	(58 3)	(60 4)
f C Re ise d i n S tat t o he ive In co gn em en om pre ns co me
Ta x e xp en se	1, 27 2	37 6
rei ch Fo gn ex an ge	67 3	26
	1, 94 5	40 2
Re ise d i ity co gn n e qu
Sh -ba d p nt are se ay me res erv e	44	22
isi bu sin bin ati Ar ng on es s c om on
Int ibl t (s 33 ) te an g e a sse ee no	(12 ,7 27 )	(40 3)
he d d ed tib le diff r te mp ora ry an uc ere nc es	23 6	—
	(12 ,4 91)	(40 3)
At d o f p eri od en	(11 08 5) ,	(58 3)

The movements in deferred tax assets and liabilities during the period are shown below:

				Cre dit ed
				fit to pro	Cre dit ed
	As set	Lia bil ity	Ne t	los or s	uit to eq y
	20 23	20 23	20 23	20 23	20 23
	£0 00	£0 00	£0 00	£0 00	£0 00
Ot he d d ed tib le diff r te mp ora ry an uc ere nc es	1,7 42	(41 6)	1,3 26	63 3	44
sin mb ina tio – i ibl Bu nta t ess co ns ng e a sse	—	(12 1) ,41	(12 1) ,41	63 9	—
	1,7 42	(12 82 7) ,	(11 08 5) ,	1, 27 2	44

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

27. Deferred tax assets and liabilities continued

				)/ (Ch ed arg dit ed cre fit to pro	)/ (Ch ed arg dit ed cre
	As set 20 22 £0 00	Lia bili ty 20 22 £0 00	Ne t 20 22 £0 00	los or s 20 22 £0 00	uit to eq y 20 22 £0 00
Ot he d d ed tib le diff r te mp ora ry an uc ere nc es	615	(17 8)	43 7	58 2	22
Bu sin mb ina tio – i ibl nta t ess co ns ng e a sse	—	(1, 02 0)	(1, 02 0)	(87 )	—
mb the d d ed tib le diff Bu sin ina tio r te ess co ns – o mp ora ry an uc ere nc es	—	—	—	(11 9)	—
	615	(1,1 98 )	(58 3)	37 6	22

28. Employee benefits

Defined contribution pension plan

Accounting policy:

The Group operates a defined contribution pension plan. A defined contribution plan is a pension plan under which the Group pays fixed contributions to a third party. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

The amounts charged to the Statement of Comprehensive Income in respect of these schemes represents contributions payable in respect of the accounting period. The total annual pension cost for the defined contribution schemes for the year ended 31 March 2023 was £1,245,000 (2022: £608,000).

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

28. Employee benefits continued

Remuneration for post-combination services

Accounting policy:

Arising from the acquisition of Infrastructure Capital (see note 33), the Group has deferred payments which require the sellers to remain in employment with or contracted to the Group for the duration of the respective deferral periods. Where deferred payments are to be paid in cash, these are accounted for as other long-term employee benefits under IAS 19.

Estimation uncertainty:

The Group has estimated the amounts which will ultimately become payable, i.e. the expected value of the obligation based on the maximum amount for each consideration discounted back to the valuation date multiplied by the probability of achieving of the management fee revenue targets and forfeiture rate. The discounting uses high-quality corporate bond rates of 3.3%. As per note 33, on the grant date the earn-out consideration had a management fee revenue target probability of 100% and 0% forfeiture rate, the revenue earn-out a probability of 40% and 0% forfeiture rate and the performance consideration had a probability of 71% and 0% forfeiture rate. The forfeiture rate was unchanged at the end of the reporting period, but the management fee revenue target probabilities were reassessed to 95%, 47.5% and 79% respectively. The basis of the probability reassessments was internal forecasts of the appropriate management fee revenue. The maximum award for each at the end of the reporting period would result in an additional charge of £1,858,000 and the minimum would result in a full reversal of the respective charge of £2,503,000.

The liabilities will be expensed over the deferral period and are included in staff costs – acquisition. The liabilities are included in Acquisition-related liabilities (see note 25).

The cost recognised in the Statement of Comprehensive Income for the deferred payments is £2,503,000 (2022: £nil).

29. Share capital and other reserves

Accounting policy:

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.

	31 Ma rch 20 23 Nu mb er	31 Ma rch 20 23 £	31 Ma rch 20 22 Nu mb er	31 Ma rch 20 22 £
Or din Sh f n lue al lot ted ary are s o o p ar va
At be inn ing of rio d g pe	10 8,3 33 ,33 3	—	10 8,3 33 ,33 3	—
Sh ed of fra l (s s is isit ion In str tur e C ita te 33 ) are su on ac qu uc ap ee no	7, 93 7, 87 9	—	—	—
f p At d o eri od en	116 27 1, 212 ,	—	10 8,3 33 ,33 3	—

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

29. Share capital and other reserves continued Rights for Ordinary Share class

The rights attaching to the shares are uniform in all respects and they form a single class for all purposes, including with respect to voting and for all dividends and other distributions declared, made or paid on the Ordinary Share capital of the Company.

Subject to any rights and restrictions attached to any shares, on a show of hands every Shareholder who is present in person shall have one vote and on a poll every Shareholder present in person or by proxy shall have one vote per share.

Except as provided by the rights and restrictions attached to any class of shares, Shareholders are under general law entitled to participate in any surplus assets in a winding up in proportion to their shareholdings.

Share premium

Accounting policy:

Ordinary Shares issued by the Group are recognised at the proceeds or fair value received, with the excess of the amount received over nominal value being credited to the share premium account (net of the direct costs of issue).

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
be inn ing of rio d At g pe	32 04 0 ,	32 ,04 0
Sh s is ed isit ion of fra e C ita l – In str tur are su on ac qu uc ap 7,9 ,87 9 s ha £3 .76 ha (se ) 37 at ote 33 res pe r s re e n	29 84 6 ,	—
At d o f p eri od en	61, 88 6	32 ,04 0

Shares held in escrow reserve

Accounting policy:

The Group can issue shares to employees that are subject to forfeiture if the employee ceases to be employed by the Group for a specified time period. Such shares are recognised at cost and are presented in the Group Statement of Financial Position as a deduction from equity.

The shares held in escrow reserve arises from the acquisition of Infrastructure Capital and accounting treatment of the initial share consideration under IFRS 3 (see note 33). If a seller forfeited their shares, under the terms of share and purchase agreement, these shares would be proportionally allocated to the other sellers. As the good leaver sellers cannot forfeit their shares, any other forfeited shares would be allocated to the good leavers and not returned to the Company.

Own share reserve

Accounting policy:

The Group operates a trust for the purpose of satisfying certain share awards to employees. Own shares held are equity shares of the Company acquired and held by this trust. Such shares are recognised at cost and are presented in the Group Statement of Financial Position as a deduction from equity. No gain or loss is recognised on the purchase, sale, issue or cancellation of the Company's own shares.

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 2023, the total number of shares held in trust was 342,403 (2022: 228,838), including 218,494 (2022: 152,769) of matching shares at a cost of £729,000 (2022: £454,000), an increase of £275,000 on the prior year.

Share-based payment reserve

The share-based payment reserve represents the cumulative cost of the Group's share-based remuneration schemes and associated deferred tax together with the cumulative cost of the remuneration for post-combination services arising from acquisitions (see note 10 for share-based payments and note 33 for acquisitions). The cumulative cost is analysed below.

FOR THE YEAR ENDED 31 MARCH 2023

29. Share capital and other reserves continued

Share-based payment reserve continued

			ati Re mu ner on
	rfo Pe rm anc e Sh Pl are an £0 00	Sh are ive Pl Inc ent an £0 00	for st po mb ina tio co n vic ser es £0 00	al Tot £0 00
Co st
il 2 At 1 A 02 2 pr	29 9	16 0	—	45 9
Ad dit ion s	84 0	23 9	9,5 14	10 ,5 93
At 31 M h 2 02 3 arc	1,1 39	39 9	9,5 14	11, 05 2
fer red De ta x
At 1 A il 2 02 2 pr	22	—	—	22
Ad dit ion s	44	—	—	44
h 2 At 31 M 02 3 arc	66	—	—	66
Ne t v alu t 3 1 M h 2 02 3 e a arc	1, 20 5	39 9	9,5 14	11, 118

			Re ati mu ner on for st po
	rfo Pe rm anc e	Sh are	bin ati com on
	Sh Pl are an	ive Pl Inc ent an	vic ser es	al Tot
	£0 00	£0 00	£0 00	£0 00
Co st
il 2 At 1 A 02 1 pr	—	—	—	—
Ad dit ion s	29 9	160	—	45 9
At 31 M h 2 02 2 arc	29 9	160	—	45 9
fer red De ta x
il 2 At 1 A 02 1 pr	—	—	—	—
Ad dit ion s	22	—	—	22
At 31 h 2 02 2 M arc	22	—	—	22
alu h 2 Ne t v t 3 1 M 02 2 e a arc	32 1	160	—	48 1

FOR THE YEAR ENDED 31 MARCH 2023

29. Share capital and other reserves continued

Group reorganisation reserve

The Group reorganisation reserve consists of the Ordinary Share capital of Foresight Group CI Limited. As there is no investment in Foresight Group CI Limited held in the books of any holding companies (Foresight Group Holdings Limited) this balance is left as a Group reserve.

Foreign exchange reserve

The foreign exchange reserve includes all exchange differences from translating Group entities that have a functional currency different from the presentational currency of the Group.

Retained earnings

Includes all current and prior period retained profits and losses.

30. Dividends

Accounting policy:

Final dividends are recorded in the financial statements in the period in which they are approved by the Company's Shareholders. Interim dividends are recorded in the period in which they are approved and paid.

Dividends on Ordinary Shares declared and paid during the year:

	rch 31 Ma 20 23	rch 31 Ma 20 22
	£0 00	£0 00
Fin al div ide nd	10 61 7 ,	1,8 72
div ide nd Int eri m	5,3 48	4,3 03
	15, 96 5	6,1 75

Year ended 31 March 2023

• A final dividend of 9.8 pence per share in respect of the year ended 31 March 2022 was paid on 14 October 2022 with an ex-dividend date of 18 August 2022 and a record date of 19 August 2022
• An interim dividend of 4.6 pence per share in respect of the year ended 31 March 2023 was paid on 27 January 2023 with an ex-dividend date of 12 January 2023 and a record date of 13 January 2023

Year ended 31 March 2022

• A final dividend of 1.7 pence per share in respect of the year ended 31 March 2021 was paid on 24 September 2021 with an ex-dividend date of 9 September 2021 and a record date of 10 September 2021
• An interim dividend of 4.0 pence per share in respect of the year ended 31 March 2022 was paid on 25 March 2022 with an ex-dividend date of 10 March 2022 and a record date of 11 March 2022

Dividends proposed by the board of directors to be approved by shareholders (not recognised as a liability at 31 March 2023)

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
Fin al div ide nd	18 02 2 ,	10 ,61 7

• A final dividend of 15.5 pence per share in respect of the year ended 31 March 2023 is proposed but subject to approval by the Shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.

31. Commitments and contingencies

There were no capital commitments or contingencies at 31 March 2023 or 31 March 2022 except as disclosed in note 25.

GOVERNANCE

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement Financial assets

Financial assets comprise cash and cash equivalents, trade receivables and other receivables (at amortised cost) and investments and derivative assets at FVTPL, as follows:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Tra de d o the iva ble an r re ce s	18, 66 2	18, 57 3
Ca sh d c h e iva len ts an as qu	39 ,7 61	54 ,28 9
riv ati De set ve as s	64 8	—
Inv est nts at FV TP L me	3, 96 7	2,7 81
	63 03 8 ,	75 ,64 3

Financial liabilities

Financial liabilities comprise trade payables, other payables, accruals, loans and borrowings and lease liabilities (at amortised cost) and contingent consideration as follows:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 ed tat as res £0 00
Tra de ble pa ya s	1, 94 5	1,3 22
Ot he ab les d p rsh ip ita l co ibu tio art ntr r p ay an ne ca p ns	5,7 08	6,3 96
als Ac cru	17, 50 4	12, 45 9
Lo nd bo wi an s a rro ng s	3,1 31	3,6 90
Le lia bil itie ase s	9, 25 1	10 ,40 8
isit ion lat ed lia bil itie Ac qu -re s	97 5, 3	—
	43 ,51 2	34 ,27 5

Financial liabilities for the year ended 31 March 2022 have been restated to include accruals.

Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including cash flow interest rate risk), liquidity risk and credit risk. Risk management is carried out by the Board of Directors. The Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

(a) Market risk

(i) Market price risk

Market price risk arises from uncertainty about the future prices of financial instruments held in accordance with the Group's investment objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements.

The investments in equity and loan stocks of unquoted companies are rarely traded and as such the prices are more difficult to determine than those of more widely traded securities. In addition, the ability of the Group to realise the investments at their carrying value will at times not be possible if there are no willing purchasers. The potential maximum exposure to market price risk, being the value of the investments as at 31 March 2023, was £4.0 million (2022: £2.8 million).

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or cash flows related to financial instruments will fluctuate because of changes to market interest rates.

The Group had only £3.1 million of external debt, related to the PiP acquisition during the year ended 31 March 2021 (see note 23) with a fixed interest rate. As per note 37, £2.5 million of this debt was repaid post year-end.

Cash and cash equivalents at year-end consist of cash held in non-interest bearing bank accounts. The Group had though placed cash in fixed rate deposit accounts during the year and has continued to do so post year-end.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement continued

Financial risk management continued

(a) Market risk continued

(iii) Foreign exchange risk

Foreign currency risk is the risk that changes in foreign exchange rates will cause the Group to suffer losses. Before the Infrastructure Capital acquisition (see note 33), the Group was not exposed to significant foreign exchange transaction risk as the Group's activities were primarily within the UK.

In order to mitigate the risk associated with the increase in Group cash flows arising in a foreign currency following the acquisition, the Group entered into a number of forward foreign currency contracts in September 2022. These forward foreign currency contracts are considered to be derivatives so are accounted for as financial instruments within the scope of IFRS 9 but are not designated as hedging instruments and are not subject to hedge accounting. See note 18 for further explanation of the contracts entered into.

The table below summarises the Group's exposure to foreign currency translation risk at 31 March 2023. Included in the table are the Group's financial assets, at carrying amounts, categorised by currency.

	Eu ro	Au s d oll ar	US do llar	Tot al
At 31 Ma rch 20 23	£0 00	£0 00	£0 00	£0 00
Fin cia l a ts an sse
Ca sh d c h e iva len ts an as qu	99 1, 3	—	69	2, 06 2
Inv est nts at FV TP L me	2, 07 8	—	—	2, 07 8
	4, 07 1	—	69	4,1 40
	Eu ro	Au s d olla r	US do llar	Tot al
At 31 Ma rch 20 22	£0 00	£0 00	£0 00	£0 00
Fin cia l a ts an sse
Ca sh d c h e iva len ts an as qu	3,0 36	83 7	127	4,0 00
Inv est nts at FV TP L me	99 1	—	—	99 1
	4,0 27	83 7	127	4,9 91

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement continued Financial risk management continued

(a) Market risk continued

(iii) Foreign exchange risk continued

A 5% strengthening of euro against sterling would reduce the net euro position and profit and loss by £214,000 (2022: £212,000). This assumes all other variables are held constant. A 5% strengthening of Australian dollar against sterling would reduce the net Australian dollar position and profit and loss by £nil (2022: £44,000).

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group maintains significant liquid resources in the form of cash or cash deposits in order to meet working capital and regulatory needs. Foresight is predominantly financed through a combination of share capital, undistributed profits and cash.

The contractual maturities (representing undiscounted contractual cash flows) of financial liabilities are contained in the respective note for each category of liability as follows:

• Trade and other payables, see note 22
• Loans and borrowings, see note 23
• Lease liabilities, see note 24
• Acquisition-related liabilities: Contingent consideration see note 25

(c) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise the risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amount.

The Group does not consider that there is any concentration of risk within either trade or other receivables.

Credit risk on cash and cash equivalents is considered to be very low as the counterparties are all substantial banks with high credit ratings.

Capital risk management

The Group is predominantly equity funded and this makes up the capital structure of the business. Equity comprises share capital, share premium and retained profits and is equal to the amount shown as "Equity" in the Statement of Financial Position.

The Group's current objectives when maintaining capital are to:

• Safeguard the Group's ability as a going concern so that it can continue to pursue its growth plans
• Maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term
• Maintain regulatory capital
• Provide a reasonable expectation of future returns to Shareholders

Performance and risk

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement continued Capital risk management continued

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt.

During the year to 31 March 2023, the Group's strategy remained unchanged and all regulatory capital requirements of subsidiaries in the Group were complied with. Foresight Group LLP has documented its the Internal Capital Adequacy and Risk Assessment process ("ICARA") in compliance with the Investment Firm Prudential Regime (IFPR).

Fair value hierarchy

For financial instruments not traded in an active market, such as forward foreign currency contracts, the fair value is determined using appropriate valuation techniques that take into account the terms and conditions of the contracts and utilise observable market data, such as spot and forward rates, as inputs. Investments at FVTPL are the Group's co-investment into Limited Partnership funds and VCT investments managed by the Group. These unquoted investments are valued on a net asset basis by the Group. The actual underlying investments are valued in accordance with the following rules, which are consistent with the IPEV Valuation Guidelines as described in note 17.

• i) Where a value is indicated by a material arm's-length transaction by an independent third party in the shares of a company, this value will be used
• ii) In the absence of (i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:
  • a) An earnings multiple basis. The shares may be valued by applying a suitable multiple to that company's historic, current or forecast earnings before tax, interest, depreciation and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified compared to the sector including, inter alia, illiquidity)
  • b) Where a company's under-performance against plan indicates a diminution in the value of the investment, a write down against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent write down and as a realised loss, even though the investment is still held. The Group assesses the portfolio for such investments and, after agreement with the relevant manager, will agree the values that represent the extent to which a realised loss should be recognised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value

Performance and risk

Overview

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement continued

Fair value hierarchy continued

iii) Premiums on loan investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable

iv) Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow, a net asset valuation, or industry-specific valuation benchmarks may be applied. An example of an industry-specific valuation benchmark would be the application of a multiple to that company's historic, current or forecast turnover (the multiple being based on a comparable sector but with the resulting value being adjusted to reflect points of difference including, inter alia, illiquidity)

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

At 31 Ma rch 20 23	Lev el 1 £0 00	Lev el 2 £0 00	Lev el 3 £0 00	Tot al £0 00
Fin cia l as set an s
Inv est nts at FV TP L me	—	—	3, 96 7	3, 96 7
De riv ati set ve as s	64 8 —	—	64 8
	—	64 8	96 3, 7	615 4,
Fin cia l lia bil itie an s
Ac isit ion lat ed lia bil itie s: C tin ide ion nt rat qu -re on ge co ns	—	—	3,4 70	3,4 70
Ac isit ion lat ed lia bil itie s: R tio n f st- mb ina tio ice qu -re em un era or po co n s erv s	—	—	2,5 03	2,5 03
	—	—	5, 97 3	5, 97 3
	el 1 Lev	el 2 Lev	el 3 Lev	al Tot
rch At 31 Ma 20 22	£0 00	£0 00	£0 00	£0 00
Fin cia l as set an s
Inv est nts at FV TP L me	—	—	2,7 81	2,7 81
De riv ati set ve as s	—	—	—	—
	—	—	2,7 81	2,7 81
Fin cia l lia bil itie an s
Ac isit ion lat ed lia bil itie s: C tin ide ion nt rat qu -re on ge co ns	—	—	—	—

Derivative assets have arisen from the forward foreign currency contracts entered into during the year and are classified as Level 2. These were fair valued using valuation techniques that incorporate foreign exchange spot and forward rates. Otherwise, financial assets and liabilities are classified as Level 3.

FOR THE YEAR ENDED 31 MARCH 2023

32. Financial instruments – classification and measurement continued

Transfers

During the period there were no transfers between Levels 1, 2 or 3.

The unobservable inputs may be summarised as follows:

	rch 31 Ma 20 23 fai alu r v e	Sig nifi t can bse ble uno rva	Ra ng e	Se nsi tiv ity	Ch e in ang fai lue r va
cla and lua As set tio ss va n	£0 00	inp uts	est ima tes	fac tor	£0 00
Inv est nts at FV TP L me	3, 96 7	NA V ( Se ote 17 ) e n	1x	+/- 5%	+/- 19 8
Ac isit ion lat ed lia bil itie s: C tin ide ion nt rat qu -re on ge co ns	3,4 70	NA V ( 25 ) ote se e n	1x	+/- 5%	+/ -17 4
n f Ac isit ion lat ed lia bil itie s: R tio st- mb ina tio ice qu -re em un era or po co n s erv s	2,5 03	Fo ast (s te 28 ) rec ee no	1x	Se ote 28 e n	Se ote 28 e n

As can be seen in the table above, the most significant unobservable input is in relation to the NAV of the relevant investments. A change of 5% to this assumption would increase or decrease the value of these investments by £198,000.

As required by IFRS 13 para 93 (e), a reconciliation of opening to closing balances for Investments at FVTPL is disclosed in note 17 and in note for 25 for Acquisition-related liabilities: Contingent consideration.

Unrealised gains and losses on Investments at FVTPL are recognised in the Statement of Comprehensive Income as fair value gains on investments. Unrealised gains and losses on contingent consideration are recognised in the Statement of Comprehensive Income as fair value gains on contingent consideration (incl. finance expense). Fair value gains and losses on remuneration for post-combination services are recognised over the vesting period as staff costs – acquisitions.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations

Accounting policy:

The Group recognises business combinations (including acquisitions) when it considers that it has obtained control over a business, which could be an entity or separate business within an entity (for example acquiring management contracts and hiring the team to service those contracts). The cost of the acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. As per IFRS 3.B55(a) where the cost of acquisition contains payments that are automatically forfeited if employment terminates, these are accounted for as remuneration for post-combination services and not cost of the acquisition.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.

Acquisition-related costs are expensed as incurred and included within administrative expenses in the Statement of Comprehensive Income.

Goodwill

Goodwill arises through business combinations and represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities of a business at the date of acquisition. Goodwill is recognised as an asset and measured at cost less accumulated impairment losses (see note 16 for further explanation). Where the fair value of the identifiable assets and liabilities exceeds the cost of acquisition, a gain on business combination arises and is credited to the Statement of Comprehensive Income in the year of the acquisition.

Judgements:

Customer contract intangibles purchased through acquisitions

When the Group purchases customer contracts through acquisitions but not the share capital of the selling entity, a judgement is made as to whether the transaction should be accounted for as a business combination or as a separate purchase of intangible assets. In making this judgement, the Group assesses the assets, liabilities, operations and processes that were the subject of the transaction against the definition of a business combination in IFRS 3. In particular, consideration is given to the scale of the operations subject to the transaction and whether ownership of a corporate entity has been acquired, among other factors. The acquisition of the technology ventures division of Downing LLP has been accounted for as the acquisition of a business under IFRS 3.

Payments to newly recruited investment managers arising on acquisitions

The Group assesses whether payments made to newly recruited investment managers arising on acquisitions under contractual agreements represent payments for the acquisition of customer contract intangibles or remuneration for ongoing services provided to the Group. If these payments are incremental costs of acquiring customer contracts and are considered to be recoverable (i.e. through future revenues earned from the funds that transfer), they are capitalised. Otherwise, they are judged to be in relation to the provision of ongoing services and are expensed in the period in which they are incurred.

Treatment of consideration transferred

The purchase price payable in respect of the acquisitions can be split into a number of different components. The payments of certain elements are deferred; and the timing and value of these are contingent on certain employment conditions and operational and financial targets being met. The proportion of the deferred payments that are contingent on the recipients remaining employees of the Group for a specific period is accounted for as remuneration for post-combination services.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

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:

• Infrastructure Capital Holdings Pty Limited (renamed Foresight Capital Holdings Pty Limited on 31 October 2022)
• Infrastructure Capital Group Limited (renamed Foresight Australia Funds Management Limited on 2 November 2022)
• Infrastructure Capital Services Pty Ltd
• Infrastructure Specialist Asset Management Limited
• Infra Asset Management Pty Limited

Infrastructure Capital is expected 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.

Combining Infrastructure Capital's strong market position in Australia with the Group's strengths as an international sustainability-led alternative asset manager provides significant growth potential for both organisations. The combined Group will be one of the largest renewable generation and infrastructure investors in Australia and will benefit from a stronger business profile and broader investor reach. The acquisition will also enhance Infrastructure Capital's and the Group's investment, product development and institutional distribution capabilities and facilitate the introduction of new products in both new sectors and new geographies, providing clients access to a wider suite of products and services.

The acquisition also creates a pathway for the Group to address Asian markets which represent a compelling opportunity for real asset investors, especially in the energy infrastructure sector where the combined Group is better positioned to successfully raise and deploy capital over time.

Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred:

To tal ing lue ca rry va	36 92 2 ,
Ini tia l sh ide rat ion are co ns	4, 29 6
Ini tia l ca sh ide ion rat co ns	32 62 6 ,
	£0 00

Initial cash consideration comprises an initial cash payment of £30,792,000 (A\$52,500,000) paid on 8 September 2022 and a further payment of £1,834,000 (A\$3,125,000) paid in December 2022 for working capital.

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 29). 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 grant date, which was the share price of £4.08 per share converted to AUD at the prevailing exchange rate with a 0% forfeiture rate.

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued Acquisitions in the year ended 31 March 2023 continued Infrastructure Capital Holdings Pty Ltd ("Infrastructure Capital") continued

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:

	Gro nt ss am ou			fai Gra nt da te alu r v e
	£0 00	A\$ 00 0	Gra dat nt e	£0 00	A\$ 00 0	Exp ed ect tin g d ate ves
Ea sid tio t c rn- ou on era n	17, 59 5	30 00 0 ,	8 S be r 2 02 2 tem ep	17, 59 5	30 00 0 ,	30 Ju 20 28 ne
sid Re t c tio ve nu e e arn -ou on era n	2, 93 3	5, 00 0	be 8 S tem r 2 02 2 ep	1,1 81	2, 01 3	30 Ju 20 23 -20 26 ne
rfo ide Pe rat ion rm an ce co ns	14 63 3 ,	25 00 0 ,	be 8 S tem r 2 02 2 ep	10 ,3 91	17, 716	30 Ju 20 27 ne

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.

• 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. 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 50.00% 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.
• 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.

• 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. 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 50.00% 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 probability of those outcomes. The fair value will be assessed at each reporting period. For further explanation of how fair value is calculated, see note 10 for consideration paid in shares under IFRS 2 and note 28 for consideration paid in cash under IAS 19.

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

Acquisitions in the year ended 31 March 2023 continued Infrastructure Capital Holdings Pty Ltd ("Infrastructure Capital") continued

Other deferred payments continued

The cost recognised in the Statement of Comprehensive Income for the year ended 31 March 2023 for the above consideration and the initial share consideration is as follows:

	Ca sh £0 00	Sh are s £0 00	al Tot £0 00
Ini tia l sh ide ion rat are co ns	—	8,7 41	8,7 41
sid tio Ea t c rn- ou on era n	80 1,4	37 4	85 1, 4
sid Re t c tio ve nu e e arn -ou on era n	28 8	—	28 8
Pe rfo ide ion rat rm an ce co ns	73 5	39 9	1,1 34
	2,5 03	9,5 14	12, 01 7

Further bonuses of £246,000 were paid to staff who worked on the acquisition. These costs are being reported as staff costs – acquisitions within administrative expenses (see note 6). Consideration payable in shares has been credited to the share-based payment reserve (see note 29) and the consideration payable in cash has been included in acquisition-related liabilities (see note 25).

Acquisition-related costs

Costs of £3,121,000 for legal and advisory fees have been recognised in acquisition-related costs (note 7) in the period in relation to this transaction.

Identifiable assets acquired and liabilities assumed

The fair value of the identifiable net assets acquired at the acquisition date were as follows. The Group has now concluded its purchase price allocation for the acquisition having reported provisional fair values in the half-year report for the six months ended 30 September 2022.

	Ca ing rry nts am ou £0 00	Fai r val ue £0 00	nis ed Re cog nts am ou £0 00
Pro lan nd uip rty t a nt pe , p eq me	73	—	73
ht- of- Rig ts us e a sse	56 0	—	56 0
ibl Int ts ust an g e a sse – c om er ntr ts co ac	—	30 ,55 1	30 ,55 1
fer red De ta ts x a sse	23 9	—	23 9
de d o the ble Tra iva an r re ce s	3, 89 0	—	3, 89 0
Ca sh d c h e iva len ts an as qu	1, 23 5	—	1, 23 5
Tra de d o the ab les an r p ay	(2, 70 6)	—	(2, 70 6)
lia bil Le itie ase s	(61 9)	—	(61 9)
De fer red ta x l iab ilit y	(3)	(9, 16 5)	(9, 16 8)
To tal ire d t a ts ne sse ac qu	2, 66 9	21, 38 6	24 05 5 ,

The fair value of the intangible asset above was derived from cash flow forecasts of the Infrastructure Capital business, being the fees arising from the various management contracts assumed using a 14.8% 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 20 years.

The fair values of all other net assets acquired were equal to their carrying value.

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

Acquisitions in the year ended 31 March 2023 continued

Infrastructure Capital Holdings Pty Ltd ("Infrastructure Capital") continued

Identifiable assets acquired and liabilities assumed continued

The acquisition is reflected in the Cash Flow Statement as follows at 31 March 2023:

	£0 00
Ca sh id pa	(32 62 6) ,
sh d o f s ub sid Ca ire uis itio iar ac qu n a cq n o y	1, 23 5
To tal r C h F low St ate nt pe as me	(31 ,3 91)

Goodwill

The goodwill arising from the acquisition has been recognised as follows:

	£0 00
To tal ide rat ion (s ab e) co ns ee ov	36 92 2 ,
Fa ir v alu f id tifi ab le ire d ( bo ) t a ts e o en ne sse ac qu se e a ve	(24 05 5) ,
	12, 86 7

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.

Revenue and profits of Infrastructure Capital

Amounts that the acquisition contributed to both Group revenue and underlying profit in the post-acquisition period are as follows:

	£0 00
bu Re tri tio ve nu e c on n	10 08 5 ,
Un de rly ing ofi t o rdi tiv itie s b efo tax ati pr n o na ry ac re on	4, 80 8

Had the acquisition occurred at the start of the period, the acquisition would have made the following contributions to both Group revenue and underlying profit:

	£0 00
Re tri bu tio ve nu e c on n	18 ,44 1
de rly ing ofi rdi tiv itie s b efo ati Un t o tax pr n o na ry ac re on	93 7, 3

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.

With a thematic focus on enterprise software, deep technology and consumer, the acquisition will diversify the Group's existing ventures offering and complement the Foresight Williams Technology hard tech and industrial software focus. Additionally, as the Downing venture capital trusts hold shares in AIM-listed companies, the acquired portfolio provides the Group with a platform to potentially expand into a new asset class. This broader client offering, when combined with the Group's regional footprint and strong retail sales platform, is anticipated to provide enhanced growth opportunities.

The Group was appointed as sub-manger to the Downing Ventures EIS Scheme because its appointment as manager is subject to regulatory approval from the FCA. Once this regulatory approval is obtained, the Group will be appointed manager and the acquisition of this investment mandate will complete. Consequently, for the purposes for accounting for the acquisition under IFRS 3, the Downing Ventures EIS Scheme is excluded. The consideration for the EIS acquisition is in the form of a fee sharing ratio and therefore, the EIS AUM was not valued in the consideration.

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

Acquisitions in the year ended 31 March 2023 continued

Downing's technology ventures business continued

Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred:

	£0 00
Ini tia l ca sh ide rat ion co ns	13, 42 5
Co nti h c sid tio t c ng en as on era n	3,7 97
tal ing lue To ca rry va	22 2 17,

Initial cash consideration comprises an initial cash payment of £13,633,000 paid on 4 July 2022 and then an adjustment payment of £(208,000) following the finalisation of the marked to market adjustments on the AUM of the AIM portfolio.

Contingent cash consideration with an expected fair value of £3,797,000 will be payable in cash over a three year period conditional on achieving certain AUM targets. The fair value of this consideration has been estimated at the date of acquisition using estimated outcomes, the probability of those outcomes and discounting this a rate of 4.6% (in line with the cost of debt in our WACC analysis plus an additional premium of 2%). As such, this will be recognised as a liability on the balance sheet and the fair value assessed each reporting period.

The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is between £nil and £4,176,000.

Acquisition-related costs

Costs of £452,000 for legal and advisory fees have been recognised in acquisition-related costs (see note 7) in the year in relation to this transaction.

Bonuses of £404,000 have been recognised for payments to staff transferring from Downing to the Group including associated social security costs. These are included in staff costs – acquisitions within administrative expenses (see note 6).

Identifiable assets acquired and liabilities assumed

The fair value of the identifiable net assets acquired at the acquisition date were as follows. The Group has now concluded its purchase price allocation for the acquisition having reported provisional fair values in the half-year report for the six months ended 30 September 2022.

	ing Ca rry nts am ou £0 00	Fai r val ue £0 00	nis ed Re cog nts am ou £0 00
Int ibl ts ust ntr ts an g e a sse – c om er co ac	—	14 24 7 ,	14 24 7 ,
fer De red ta x l iab ilit y	—	(3, 56 2)	(3, 56 2)
To tal ire d t a ts ne sse ac qu	—	10 68 5 ,	10 68 5 ,

The fair value of the intangible asset above was derived from cash flow forecasts for the acquired business, being the fees arising from the various management contracts assumed using a 12.8% 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 15 years.

Goodwill

The goodwill arising from the acquisition has been recognised as follows:

	£0 00
tal ide ion (s ab e) To rat co ns ee ov	17, 22 2
alu f id tifi ab le d ( bo Fa ir v t a ts ire ) e o en ne sse ac qu se e a ve	(10 68 5) ,
	6,5 37

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.

GOVERNANCE

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

Acquisitions in the year ended 31 March 2023 continued

Downing's technology ventures business continued

Revenue and profits of Downing

Amounts that the acquisition contributed to both Group revenue and profit in the post-acquisition period are as follows:

	£0 00
tri bu tio Re ve nu e c on n	2, 99 0
fit din s b efo Pro tiv itie tax ati on or ary ac re on	1,3 97

The disclosure of the revenue and loss for the Group if the acquisition had occurred on 1 April 2022 has not been presented as the determination of these amounts is impracticable, due to the fact that the entire Downing business was not acquired and there will have been revenues and expenses not relevant to the Ventures fund management business acquired.

Acquisitions in the year ended 31 March 2022 FV Solar Lab S.R.L.

On 21 January 2022, the Group completed the full acquisition of FV Solar Lab S.R.L. having previously held a 50% interest in the company. The entity was acquired via direct investment in the share capital of the target. The acquisition represented an opportunity for the Group to expand its Italian business by becoming the sole manager of ForVEI II, an investment vehicle that aggregates and improves Italian solar parks into an optimised portfolio. This presented growth opportunities and secured additional recurring revenue, namely in asset management fees and investment advisory services. By completing the transaction, AUM increased by £0.1 billion.

Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred:

	£0 00
Ini tia l ca sh ide ion rat co ns	55 7
tal ing lue To ca rry va	55 7

There were no acquisition-related costs.

Identifiable assets acquired and liabilities assumed

The fair value of the identifiable net assets acquired at the acquisition date were as follows.

	Ca ing rry nts am ou £0 00	Fai r val ue £0 00	Re nis ed cog nts am ou £0 00
ibl Int ts ust ntr ts an g e a sse – c om er co ac	—	1, 67 9	1, 67 9
de d o the ble Tra iva an r re ce s	52 0	—	52 0
Ca sh d c h e iva len ts an as qu	218	—	218
Tra de d o the ab les an r p ay	(14 1)	—	(14 1)
fer red x l iab ilit De ta y	—	(40 3)	(40 3)
To tal t a ts ire d ne sse ac qu	59 7	1, 27 6	1, 87 3

The acquisition is reflected in the Cash Flow Statement as follows at 31 March 2022:

tal r C h F low St To ate nt pe as me	(33 9)
Ca sh ire d o uis itio f s ub sid iar ac qu n a cq n o y	218
sh id Ca pa	(55 7)
	£0 00

The fair value of the intangible asset above was derived from cash flow forecasts for the FV Solar Lab S.R.L. standalone business, being the fees arising from management contracts for ForVEI II using a 7.0% 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 the remaining life of the ForVEI II contracts.

FOR THE YEAR ENDED 31 MARCH 2023

33. Business combinations continued

Acquisitions in the year ended 31 March 2022 continued

FV Solar Lab S.R.L. continued

Gain on disposal and gain on business combination

The gain on disposal of the Group's existing interest in FV Solar Lab S.R.L. is as follows:

	£0 00
f in Fa ir v alu stm t in jo int ntu e o ve en ve re	93 7
Le ing lue of in t in jo int stm ntu ss ca rry va ve en ve re	(30 4)
Ga in di al of inv in j oin est nt t v tur on sp os me en e	63 3

The gain on the acquisition of FV Solar Lab S.R.L. is as follows:

	£0 00
alu f n d Fa ir v et ets ire e o ass ac qu	1, 87 3
Le fai alu f p iou sly he ld inv est nt in j oin t v tur ss r v e o rev me en e	(93 7)
Le ide ion rat ss co ns	(55 7)
Ga in ba in rch on rga pu ase	9 37

Gain on disposal and gain on business combination continued

Total gain arising from business combination achieved in stages:

	£0 00
in di al of inv in j oin Ga est nt t v tur on sp os me en e	63 3
Ga in ba in rch on rga pu ase	37 9
To tal in ga	1, 01 2

The Group has credited this total gain to the Statement of Comprehensive Income during the year ended 31 March 2022. Due to the materiality of the gain, this is shown as a separate line item in the Statement of Comprehensive Income.

Revenue and profits of FV Solar Lab S.R.L.

Amounts that the acquisition contributed to both Group revenue and profit in the post-acquisition period are as follows:

	£0 00
Re tri bu tio ve nu e c on n	14 8
fit be for ibu tio Pro e t ntr ax co n	65

Had the acquisition occurred at the start of the period, the acquisition would have made the following contributions to both Group revenue and profit:

	£0 00
tri bu tio Re ve nu e c on n	80 6
Pro fit be for e t ntr ibu tio ax co n	23 0

FOR THE YEAR ENDED 31 MARCH 2023

34. Assets and liabilities of disposal group as held for sale

Accounting policy:

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance expenses and income tax expense.

Assets and liabilities classified as held for sale are presented separately as current items in the Statement of Financial Position.

A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations
• Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations

Or

• Is a subsidiary acquired exclusively with a view to resale

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the Statement of Comprehensive Income.

The assets and liabilities of operations classified as a disposal group are as follows:

	31 Ma rch 20 23	31 Ma rch 20 22
As ts se	£0 00	£0 00
Cu nt ts rre as se
sh Ca	65	65
To tal ts as se	65	65
Lia bil itie s
Cu lia bil itie nt rre s
Tra de d o the ab les an r p ay	(1)	(1)
To tal lia bil itie s	(1)	(1)
d l iab ilit ies Ne t a ts sse an	64	64

The assets above at 31 March 2023 and 2022 relate to residual cash balances in Foresight Metering Limited ("FML"). The liabilities at the same dates relate to accruals made for liquidator costs. FML entered into liquidation on 16 April 2020 following the sale of its subsidiary Foresight Metering Management Limited in November 2019. FML has remained in liquidation as the liquidator was awaiting clearance from HMRC. This clearance has now been received so in FY24, FML will make a final distribution to the Company and FML will be dissolved.

FOR THE YEAR ENDED 31 MARCH 2023

35. Related party transactions

Transactions between the parent company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed.

Transactions with key management personnel

The Group considers Exco members as the key management personnel and the table below sets out all transactions with these personnel and the Directors:

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Em olu nts me	2,4 59	1,2 40
Ot he r b efi ts en	37	23
Sh -ba d p nts are se ay me	22 2	—
tal To	2,7 18	1,2 63

Emoluments increased compared to the year ended 31 March 2022 because of the increase in emoluments paid to Bernard Fairman as disclosed in the Remuneration Committee report on pages 109 to 121 and because of the increased headcount of the Executive Committee as disclosed in the Strategic Report on page 95.

Staff advances

Accounting policy:

Advances to staff (including Partners of Foresight Group LLP) are accounted for as employee benefits under IAS 19. In line with IAS 19, the advance is initially recognised as a financial asset and then as an expense when services are provided, also taking into account the contractual terms of the advances.

Staff advances are made to various members of Foresight Group LLP or employees to be expensed over five years in line with the contractual terms of the advances but are repayable if the relevant individuals leave the Group. During the year ended 31 March 2023, a further £nil (2022: £1,000,000) of advances were made by Foresight Group LLP and £760,000 (2022: £580,000) of the advances were expensed.

Management fee rebates

Gary Fraser, Chief Financial Officer, and David Hughes, Chief Investment Officer, are investors into Foresight Regional Investment III LP. In 2023, following a further close of the fund, they entered into management fee rebate agreements with Foresight Group LLP. These rebates totalled £5,600 and £9,700 respectively.

36. Ultimate holding company

Foresight Group Holdings Limited is the ultimate parent company of a group of companies that form the Group presented in this financial information. The Company is a company incorporated and domiciled in Guernsey.

37. Subsequent events Business combinations

On 20 June 2023, the Group acquired Wellspring Finance Company Limited and its subsidiary Wellspring Management Services Limited for £4.8 million funded from existing financial resources. Wellspring Management Services Limited holds the asset management contracts for seven operational PFI projects.

Due to the timing of completion, at the date these consolidated financial statements were authorised for issue, it was impracticable to disclose all the information required by IFRS 3 Business Combinations as the Group has not completed its initial accounting of the business combination including the purchase price allocation. More specifically, the valuation of asset management contracts acquired has not yet been finalised. The Group will provide further information in its Half-year Report for the six months ended 30 September 2023.

The acquisition is expected to contribute £0.9 million and £0.7 million to Group revenue and profit respectively in the post-acquisition period to 31 March 2024. Annualised contribution to Group revenue and profit is expected to be £1.2 million and £0.9 million, respectively.

Repayment of loans

As per note 23, in respect of the loans that arose from the acquisition of PiP Manager Limited, the Group agreed early repayment of the loans with four out of five lenders. Repayment of £2,520,000 was made in May 2023.

Performance and risk

Overview

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 for the first time 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.

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Alternative performance measures continued

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.

AP M	Cl iva len t e t os es qu S m IFR ea su re	Re ilin ite co nc g ms RS to IF m ea su re	De fin itio nd n a p ur po se
Fin cia l m de riv ed fro the fin cia l st ate nts an ea su res m an me
f C he nsi Sta tem t o en om pre ve	Inc om e m ea su res
rrin Re cu g r ev en ue	Re ve nu e	fer de fin itio Re to ote 4 to n, n fin the cia l st ate nts d an me an A1 te no	rrin e is t fe ial fee s ( inc lud ing ad mi nis tio n) d d ire Re tar tra cto rs' cu g r eve nu m an ag em en es, se cre an fee he p b elie hat vid ith s. T Gr s t rrin cti inv est ou ve re cu g r eve nu e m ay pro e p ros pe ve ors w a ing ful lem tal lua the ab ilit nd alit f e ing e t te st me an su pp en m ea sur o e va y a qu y o arn s.
Re rrin % cu g r ev en ue	No ne	Re fer de fin itio nd to te n a no A2	Re rrin e % is ing e d ivid ed by tal to cu g r eve nu rec urr re ve nu re ve nu e.
Co EB ITD A re	No ne	Re fer de fin itio nd to tes n a no d A 6 A3 an	Ke ic t erf be th e G iew his th los ofi tab ilit etr s t est y m o m ea sur e p orm an ce ca use rou p v as e c pr y mb ble th e G rrin od el ( i.e. h p rofi be fte to p's t n nu er co mp ara rou re cu g r eve nu e m a cas um r a r /ad g f -off s, b oth d n ing jus tin sit ive ati ve) rem ov or an y o ne po an eg
sha Co EB ITD A p re re re ba sed ("S BP ") ts pa ym en	No ne	fer de fin nd Re to itio tes n a no A3 d A 6 an	sh he sid th the ash al th Co EB ITD A p SB P is s t Gr at is n ter nat ive to re re- ow n a ou p c on ers re o c e sha ba sed d d the ria bil ity fro its fai alu t. I t is lcu lat ed ts to re- pa ym en an ue va m r v e m ea sur em en ca by ad din g b k s ha ba sed Co EB ITD A. ts to ac re- pa ym en re A r ilia tio f th bo is sho in A3 te eco nc n o e a ve me asu res wn no
Co EB ITD A p SB P re re- rgi n ( %) ma	No ne	Re fer de fin itio nd to te n a no A4	Co EB ITD A p SB P d ivid ed by tal to re re- re ve nu e.
No nd erl yin g i tem n-u s	No ne	Se 8 the fin cia l ote to e n an d n sta tem ts ote A5 en an	Ite hic h a sid d p of th al o ing of th e b usi t c art rat sts ms w re no on ere e n orm pe co ne ss, ar e ing d c sid d e pti al b of the ir s ize r in cid ted tur e t no n-r ec urr an on ere xce on ec au se , na e o en ce, ar rea nd erl nd di scl d s tel he p b elie hat th dis clo yin g i tem y. T Gr s t te as no n-u s a ose ep ara ou ve e s ep ara sur e of the ite ide dd itio l us efu l in for tio f th e fi ial ab le n t sta tem ts to se ms pr ov s a na ma o u ser s o na nc en en a b de din f th e G p's de rly ing fin cia l p erf . A lan ati of th ett rst er un an g o rou un an orm an ce n e xp on e of th e it s id tifi ed nd erl yin g i ide d i the fin cia l st nat ote 8 to ate nts ure em en as no n-u s p rov n n an me , fu d i ll r ilia tio n t o C EB ITD A a te A6 an n a eco nc ore s p er no

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Alternative performance measures continued

Definitions and reconciliations continued

AP M	Cl iva len t e t os es qu S m IFR ea su re	Re ilin ite co nc g ms RS to IF m ea su re	De fin itio nd n a p ur po se
Fin cia l m de riv ed fro the fin cia l st nti ed ate nts an ea su res m an me co nu
f C he nsi nti ed Sta tem t o Inc en om pre ve om e m ea su res co nu
for de rly ing Be e n on -un ofi ite t a nd to tal ms pr reh siv e i co mp en nco me	fit d t l Pro ota an reh siv e i co mp en nco me	fer de fin itio Re to n, f Sta tem t o en Co reh siv e I d mp en nco me an A6 te no	tal ofi nd reh siv e i clu din de rly ing ite sh n in th To t a e S tat t pr co mp en nco me ex g n on -un ms as ow em en of reh d r iled Co siv e I to Co EB ITD A a te A6 mp en nco me an eco nc re s p er no
Ea rni sha be for ng s p er re e nd erl yin g i tem no n-u s	Ea rni sha ng s p er re	No nd erl yin g i tem n-u s, the fin cia l te 14 to no an sta tem ts d n ote A7 en an	Pro fit for th eri od trib ble O rdi Sh ho lde rs d ivid ed by eig hte d a be f at uta to e p na ry are w ve rag e n um r o sha in iss du rin he rio d. g t res ue pe
Div ide nd io ut rat pa yo	No ne	fer de fin n, b efo Re to itio re nd erl yin g i rofi tem t no n-u s p d t l co reh siv ota an mp en e inc nd te A8 om e a no	Th e d ivid d p he f th l am of div ide nd aid rdi ut rat io is t rat io o e t ota nt t to O en ayo ou s p ou na ry Sh ho lde rs d ivid ed by ofi t fo r th eri od trib ble O rdi Sh ho lde be for at uta to are pr e p na ry are rs e n on de rly ing ite lat ive th eri od to un ms re e s am e p
Fin cia l m t d eri an ea su res no ve	d f th e fi ial sta tem ts rom na nc en
nd nd Fu s U Ma nt er na ge me ("F UM ")	No ne	fer de fin itio Re to n	Th e G nd nd be ing th of th e f ds d p lus th ita l p's Fu s U Ma nt, e N AV rou er na ge me un ma na ge e c ap tha t th titl ed ll f he fun ds th f th al e G p is to in sto in t t to e t eir pit rou en ca rom ve rs pu rsu an erm s o ca itm tho fun ds . F UM is lcu lat ed erl y b asi ts to art co mm en se ca on a qu s.
As set s U nd Ma nt er na ge me ("A UM ")	No ne	Re fer to de fin itio n	Th e G p's set nd nt, be ing th of : (i ) F UM d ( ii) de bt fin cin t rou er as s u ma na ge me e s um ; an an g a Inf Fu nd le l an d a t th e A t le l of th In fra e F ds eri od d. AU M tru ctu str tur at ras re ve sse ve ese uc un a p en is c alc ula ted erl y b asi art on a qu s.
th % AU M g row	No ne	fer de fin itio nd Re to te n a no A9	eri od d l rio eri od d d ivid ed by rio eri od d a AU M a t c t p AU M a t p AU M a t p urr en en ess r p en r p en s p er te A9 no
Av FU M era ge	No ne	fer de fin Re to itio n	lcu lat ed th f th rly alu ch d. Ca rte FU M v ati s in rio as e a ve rag e o e q ua on ea pe
Av AU M era ge	No ne	fer de fin Re to itio n	lcu lat ed th f th rly alu ch d. Ca rte AU M v ati s in rio as e a ve rag e o e q ua on ea pe

Alternative performance measures continued

A1. Recurring revenue

Amounts shown below are derived from note 4 to the financial statements.

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
Ma fee nt na ge me s	97 ,37 3	70 ,90 6
ial fee Se tar cre s	2,7 19	1,4 13
Dir tor s' f ec ee s	3,1 16	2,5 06
	10 3, 20 8	74 ,82 5

A2. Recurring revenue %

Amounts shown below are derived from note 4 to the financial statements.

	31 Ma rch 20 23 £0 00	31 Ma rch 20 22 £0 00
Re rrin cu g r ev en ue	10 3, 20 8	74 ,82 5
	—	—
Div ide d b l re y t ota ve nu e	119 ,15 5	86 ,07 1
rri Re e % cu ng re ve nu	86 .6%	86 .9%

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:

• Gain on business combination which is non-recurring
• Acquisition-related costs: these are costs related to acquisitions in the period (see note 7)
• 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 33)
• All depreciation and amortisation costs are added back, including amortisation arising on intangible assets (customer contracts)
• Non-operational staff costs: staff advances expensed have been added back as these are not deemed to reflect the core underlying performance of the business
• Profits or losses on disposal of fixed assets are added back as these are classed as non-recurring
• Other operating income as per note 11 which is not expected to recur. This relates to the historic Shirebrook development
• Fair value gains/(losses) on contingent consideration (incl. finance expense). This gain or loss is also related to contingent consideration arising from acquisitions
• All financing and taxation costs are added back
• 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

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 Ma rch	31 Ma rch
	20 23	20 22
rofi fte the he Ne t p t a ive in r o r c om pre ns co me	£0 00 20 90 5	£0 00 24 ,93 8
Ga in bu sin mb ina tio	,	012
on ess co n	—	(1, )
Ac isit ion lat ed sts qu -re co	3,7 21	—
ff c clu din ha ba d p Sta ts uis itio (ex nts ) os – a cq ns g s re- se ay me	3,1 53	—
Am isa tio n i ela tio o i ibl (cu ) ort n t nta ts sto tra cts n r ng e a sse me r c on	2,4 14	29 2
No ion al ff c rat sta ts n-o pe os	76 0	72 8
cia tio nd isa tio n ( clu din rtis ati in lat ion in ibl (cu )) De ort to tan ts sto tra cts pre n a am ex g a mo on re g e a sse me r c on	2, 80 0	3,1 93
rofi /lo of e fi (P t) di al tan ibl d a ts ss on sp os g xe sse	(10 )	33
Ot he ing in rat r o pe co me	—	(25 0)
Fin inc nd (e lud ing fa ir v alu ain de riv ati s) an ce om e a ex pe nse xc e g on ve	73 3	65 1
/lo alu ide cl. fin Fa ir v e ( ins ) tin nt rat ion (in ) ga sse s o n c on ge co ns an ce ex pe nse	(32 7)	—
Fo rei ch ad mi nis tiv tra gn ex an ge e e xp en se s –	(78 2)	—
rei ch lat ion di ffe n f ign bs idi ari Fo tra gn ex an ge ns ren ce s o ore su es –	2,4 36	—
rofi rdi Ta t o tiv itie x o n p n o na ry ac s	3, 69 6	2,7 93
Co EB ITD A re	39 ,4 99	31, 36 6
Sh -ba d p nts are se ay me	10 65 9 ,	45 9
Co EB ITD A -S BP re pre	50 ,15 8	31, 82 5

A4. Core EBITDA pre-SBP margin

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
Co EB ITD A -SB P ( A 3) ote re pre se e n	50 ,15 8	31, 82 5
Div ide d b l re e ( A 2) y t ota ote ve nu se e n	119 ,15 5	86 ,07 1
in Co EB ITD A -S BP % re pre m arg	42 .1%	37 .0%

Performance and risk

Overview

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Alternative performance measures continued

A5. 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 66.

	rch 31 Ma	rch 31 Ma
	20 23	20 22
	£0 00	£0 00
Ad mi nis tiv s ( 6) tra ote e e xp en se se e n
ff c Sta ts uis itio os – a cq ns	12, 66 7	—
Ot he dm ini str ati sts for eig ha r a on co n e xc ng e –	(78 2)	—
	11, 88 5	—
isit ion lat ed (s 7) Ac sts te qu -re co ee no
l a nd ofe al f a f In fra l (s Le ssi sts in t o uis itio str tur e C ita te 33 ) ga pr on co re sp ec cq n o uc ap ee no	3,1 21	—
Le l a nd ofe ssi al in f a uis itio f th hn olo di vis ion of D nin g L LP (s 33 ) sts t o e t ntu te ga pr on co re sp ec cq n o ec gy ve res ow ee no	45 2	—
Ot he r le l a nd ofe ssi al sts ga pr on co	14 8	—
	3,7 21	—
Fa ir v alu ain tin ide ion (in cl. fin ) nt rat e g s o n c on ge co ns an ce ex pe nse	(32 7)	—
Ga in bu sin mb ina tio on ess co n	—	(1, 012 )
tal nd erl ing ite To no n-u y ms	15, 27 9	(1, 012 )

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Alternative performance measures continued

A6. Summary Statement of Comprehensive Income and Core EBITDA and before non-underlying items reconciliation

	rch 31 Ma 20 23		rch 31 Ma 20 22
	Be for e nd erl yin no n-u g ite ms £0 00	No nd erl yin n-u g ite 1 ms £0 00	Tot al £0 00	Be for e nd erl yin no n-u g ite ms £0 00	No nd erl yin n-u g ite 1 ms £0 00	Tot al £0 00
Re ve nu e	119 ,15 5	—	119 ,15 5	86 ,07 1	—	86 ,07 1
Co of les st sa	(6, 30 3)	—	(6, 30 3)	(5, 10 6)	—	(5, 10 6)
Gr rofi t os s p	112 85 2 ,	—	112 85 2 ,	80 ,96 5	—	80 ,96 5
Ad mi nis tiv tra e e xp en se s	(70 63 0) ,	(11 88 5) ,	(82 ,51 5)	(54 ,39 8)	—	(54 ,39 8)
Ac isit ion lat ed sts qu -re co	—	(3, 72 1)	(3, 72 1)	—	—	—
Ot he rat ing in r o pe co me	—	—	—	25 0	—	25 0
tin rofi Op t era g p	42 22 2 ,	(15 60 6) ,	26 61 6 ,	26 ,81 7	—	26 ,81 7
bu mb Ga in sin ina tio on ess co n	—	—	—	—	1,0 12	1,0 12
he ing ins d l Ot rat r n on -o pe ga an os se s	37 8	32 7	70 5	40	—	40
fit din tiv itie s b efo ati Pro tax on or ary ac re on	42 60 0 ,	(15 27 9) ,	27 21 ,3	26 ,85 7	1,0 12	27 ,86 9
rofi rdi tiv itie Ta t o x o n p n o na ry ac s	(3, 69 6)	—	(3, 69 6)	(2, 79 3)	—	(2, 79 3)
Pro fit	38 90 4 ,	(15 27 9) ,	23 62 5 ,	24 ,06 4	1,0 12	25 ,07 6
Ot he he ive in r c om pre ns co me
Tra lat ion di ffe n f ign bs idi ari ns ren ce s o ore su es	(2, 72 0)	—	(2, 72 0)	(13 8)	—	(13 8)
To tal reh siv e i co mp en nc om e	36 ,1 84	(15 27 9) ,	20 90 5 ,	23 ,92 6	1,0 12	24 ,93 8
Ad jus tm ts: en
Ga in bu sin mb ina tio on ess co n	—	—	—	—	(1, 012 )	(1, 012 )
lat ed Ac isit ion sts qu -re co	—	3,7 21	3,7 21	—	—	—
ff c clu din ha ba d p Sta ts uis itio (ex nts ) os cq ns g s re- se me – a ay	—	3,1 53	3,1 53	—	—	—
ela ibl Am ort isa tio n i tio n t o i nta ts (cu sto tra cts ) n r ng e a sse me r c on	2,4 14	—	2,4 14	29 2	—	29 2
ion al ff c No rat sta ts n-o pe os	76 0	—	76 0	72 8	—	72 8
cia tio nd isa tio n ( clu din rtis ati in lat ion in ibl De ort to tan pre n a am ex g a mo on re g e
(c ts) ) ets ust ntr ass om er co ac	80 0 2,	—	80 0 2,	93 3,1	—	93 3,1
/lo (P rofi t) di al of ibl e fi d a tan ts ss on sp os g xe sse	(10 )	—	(10 )	33	—	33
Ot he ing in rat r o pe co me	—	—	—	(25 0)	—	(25 0)
Fin inc nd (e lud ing fa ir v alu ain de riv ati s) an ce om e a ex pe nse xc e g on ve	73 3	—	73 3	65 1	—	65 1
/lo Fa ir v alu e ( ins ) tin ide ion (in cl. fin ) nt rat ga sse s o n c on ge co ns an ce ex pe nse	—	(32 7)	(32 7)	—	—	—
Fo rei ch isit ion gn ex an ge on ac qu s	2,4 36	(78 2)	1, 65 4	—	—	—
Ta rofi rdi tiv itie t o x o n p n o na ry ac s	3, 69 6	—	3, 69 6	2,7 93	—	2,7 93
Co EB ITD A re	49 01 3 ,	(9, 514 )	39 ,4 99	31, 36 6	—	31, 36 6
Sh -ba d p nts are se ay me	1,1 45	9,5 14	10 65 9 ,	45 9	—	45 9
Co EB ITD A SB P re pre	50 ,15 8	—	50 ,15 8	31, 82 5	—	31, 82 5

1. See note A5.

Performance and risk

Overview

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Alternative performance measures continued

A7. Earnings per share before non-underlying items

	31 Ma rch	31 Ma rch
	20 23	20 22
	£0 00	£0 00
rni Ea ng s
fit be for de rly ing ite fo r th eri od fo r th Pro e n on -un ms e p e
of ba d d ilu ted sh be for sic rni pu rpo se an ea ng s p er are e
nd erl ing ite (s te A6 ) no n-u ms ee no y	38 90 4 ,	24 ,06 4

Weighted average number of Ordinary Shares and earnings per share are derived from note 14 to the financial statements.

	rch 31 Ma 20 23	rch 31 Ma 20 22
mb of sh Nu er are s	£0 00	£0 00
We ig hte d a be f O rdi Sh s f ve rag e n um r o na ry are or the of ba sic rni sh pu rpo se ea ng s p er are	112 ,57 7	10 8,2 00
f O s f We ig hte d a be rdi Sh ve rag e n um r o na ry are or the of dil ute d e ing sh pu rpo se arn s p er are	114 ,3 04	10 8,8 08
	rch 31 Ma	rch 31 Ma
	20 23	20 22
	pe nce	pe nce
Ea rni sh be fo nd erl ing ite ng s p er are re no n-u y ms
sic Ba	34 .6	22 .2
Dil ute d	34 .0	22 .1

A8. Dividend payout ratio

All dividends are derived from note 30 except for the proposed final dividend for the year ended 31 March 2023, which has not yet been paid.

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
eri div ide nd id Int m pa	48 5,3	4,3 03
d fi l d ivid d Pro po se na en	18 02 2 ,	10 ,61 7
	23 ,37 0	14, 92 0
Div ide by ed fo r d ivid d p ati o1 t r m ea su re us en ay ou
Pro fit for th eri od tri bu tab le t o O rdi at e p na ry Sh ho lde be for de rly ing ite (s A6 ) te are rs e n on -un ms ee no	38 90 4 ,	n/a
To tal reh siv e i e ( A 6) ote co mp en nc om se e n	n/a	24 ,93 8
Div ide nd io ut rat pa yo	60 %	60 %

1. Due to the introduction of non-underlying items as an APM, the Directors have now chosen Profit for the period attributable to Ordinary Shareholders before non-underlying items as the basis of the calculation of the dividend.

A9. AUM growth %

	rch 31 Ma 20 23 £0 00	rch 31 Ma 20 22 £0 00
AU eri od d M a t c t p urr en en	12 .2	8.8
od d Le AU M a t p rio eri ss r p en	(8 .8)	(7. 2)
	3.4	1.6
Div ide by A UM ior rio d e nd at pr pe	8.8	7.2
th AU M % gr ow	38 %	23 %

Note the % has been subject to a rounding adjustment.

Related undertakings

The Company has investments in the following undertakings:

ity Ent	mic ile Do	Typ e	Co of unt ry gis tio tra re n	Int st ere
Su bs idi de kin rta ary un gs
FG B S .à r.l.	mb Lu xe ou rg	Co mp an y	mb Lu xe ou rg	10 0%
ht old d Fo ig Gr p H ing s ( UK ) L im ite res ou	UK	Co mp an y	lan d & ale En W g s	10 0%
Fo ig ht As M t L im ite d set res an ag em en	UK	Co mp an y	En lan d & W ale g s	10 0%
Fo ig ht Fu nd M Li mi ted res an ag ers	UK	Co mp an y	En lan d & W ale g s	10 0%
ht d Fo ig Gr (S K) Lim ite res ou p	UK	Co mp an y	lan d & ale En W g s	10 0%
Pin rof t C te Se rvi s L im ite d ec orp ora ce	UK	Co mp an y	En lan d & W ale g s	10 0%
Fo ig ht En vir l G P C Lim ite d nta res on me o.	UK	Co mp an y	Sc otl d an	10 0%
ig ht G im ite d Fo NF P L res	UK	Co mp an y	lan d & ale En W g s	10 0%
ht l F d Fo ig En vir nta P G P C Lim ite res on me o.	UK	Co mp an y	otl d Sc an	10 0%
Fo ig ht NF FP G P L im ite d res	UK	Co mp an y	En lan d & W ale g s	10 0%
ig ht Co y 1 Li mi ted Fo res mp an	UK	Co mp an y	lan d & ale En W g s	10 0%
ht d Fo ig Co 2 L im ite res mp an y	UK	Co mp an y	lan d & ale En W g s	10 0%
Fo ig ht Re ion al Inv Ge ral Pa LL P est nt rtn res g me ne er	UK	LL P	Sc otl d an	10 0%
Fo ig ht Im Mi dla nd s E ine G P L LP ct res pa ng	UK	LL P	Sc otl d an	10 0%
ht al l P Fo ig Re ion Inv est nt II G art r L LP res g me en era ne	UK	LL P	otl d Sc an	10 0%
Fo ig ht Gr p E ity Fi e ( SG S) GP LL P res ou qu na nc	UK	LL P	Sc otl d an	10 0%
NI Op nit ies G P L LP rtu po	UK	LL P	Sc otl d an	10 0%
ig ht las de r G Fo Le Fo r P art P L LP res go un ne	UK	LL P	otl d Sc an	10 0%
Fo ig ht Re ion al Inv est nt III Ge ral Pa rtn LL P res g me ne er	UK	LL P	Sc otl d an	10 0%
AI B F sig ht SM E I t G l P r L LP art ore mp ac en era ne	UK	LL P	Sc otl d an	10 0%
ig ht rks hir ine ler r G l P Fo We st Yo e B Ac ato art r L LP res us ss ce en era ne	UK	LL P	Sc otl d an	10 0%
ht d G d AI B F sig SM E I t F P L im ite ore mp ac un	lan d Ire	Co mp an y	lan d Ire	10 0%
Fo ig ht Re ion al Inv IV Ge ral Pa LL P est nt rtn res g me ne er	UK	LL P	Sc otl d an	10 0%
ig ht ion al V G l P Fo Re Inv est nt art r L LP res g me en era ne	UK	LL P	Sc otl d an	10 0%
ht Inf ld ted Fo ig Ho Co Li mi res ra	UK	Co mp an y	lan d & ale En W g s	10 0%
PiP M Lim ite d an ag er	UK	Co mp an y	En lan d & W ale g s	10 0%

APPENDICES TO THE FINANCIAL STATEMENTS CONTINUED

Related undertakings continued

ity Ent	mic ile Do	Typ e	Co of unt ry gis tio tra re n	Int st ere
Su bs idi de rta kin nti ed ary un gs co nu
PiP M ult i-S y I nfr e L im ite d tra teg ast tur ruc	UK	Co mp an y	En lan d & W ale g s	10 0%
PiP ult i-S nfr e ( Sc otl d) Lim ite d M tra teg y I ast tur ruc an	UK	Co mp an y	lan d & ale En W g s	10 0%
ult nfr PiP M i-S tra teg y I ast tur e G P L LP ruc	UK	LL P	lan d & ale En W g s	10 0%
Fo ig ht Gr p H old ing s U K F inc o L im ite d res ou	UK	Co mp an y	En lan d & W ale g s	10 0%
ig ht Gr p A ral ia ldc Ltd Fo ust Ho o P ty res ou	Au ali str a	Co mp an y	Au ali str a	10 0%
ht ral Bid td Fo ig Gr p A ust ia Pt y L res ou co	ali Au str a	Co mp an y	ali Au str a	10 0%
Fo ig ht Ca ita l H old ing s P Lim ite d ( ed fr In fra e C ita l H old ing s P Lim ite d o n 3 1 O be r 2 02 2) ty str tur ty cto res p ren am om uc ap	Au ali str a	Co mp an y	Au ali str a	10 0%
Fo ig ht Au str ali a F ds M t L im ite d ( ed fr In fra str tur e C ita l G p L im ite d o res un an ag em en ren am om uc ap rou n 2 N be r 2 02 2) ov em	Au str ali a	Co mp an y	Au str ali a	10 0%
Inf tru ctu Ca ita l S ice s P ty Ltd ras re p erv	Au str ali a	Co mp an y	Au str ali a	10 0%
Inf Sp ial ist As M t L im ite d tru ctu set ras re ec an ag em en	Au ali str a	Co mp an y	Au ali str a	10 0%
Inf Lim ite d As set M t P ty ra an ag em en	ali Au str a	Co mp an y	ali Au str a	10 0%
ht d Fo ig Gr CI Lim ite res ou p	Gu ern sey	Co mp an y	Gu ern sey	10 0%
Fo ig ht Eu n S ola r F d G P L td res rop ea un	Je rse y	Co mp an y	Je rse y	10 0%
Fo ig ht Ho ldc o 2 Li mi ted res	UK	Co mp an y	En lan d & W ale g s	10 0%
VC F I I L LP	UK	LL P	lan d & ale En W g s	10 0%
Fo ig ht Gr p L LP res ou	UK	LL P	En lan d & W ale g s	10 0%
Fo ig ht Gr p P r L LP ote res ou rom	UK	LL P	En lan d & W ale g s	10 0%
ig ht Fo Inv est LL P res or	UK	LL P	lan d & ale En W g s	10 0%
Fo ig ht Gr S.R .L. res ou p	Ita ly	Co mp an y	Ita ly	10 0%
Fo ig ht Gr p A ral ia Pty Li mi ted ust res ou	Au ali str a	Co mp an y	Au ali str a	10 0%
FG d A V tur Pty Lt en es	ali Au str a	Co mp an y	ali Au str a	10 0%
Ab Ltd e I t P ty ov	ali Au str a	Co mp an y	ali Au str a	10 0%
Fo ig ht Gr p A ral ia S ice s P Lim ite d ust ty res ou erv	Au ali str a	Co mp an y	Au ali str a	10 0%
ig ht Gr be ria SL Fo p I res ou	Sp ain	Co mp an y	Sp ain	10 0%

Related undertakings continued

			Co of unt ry
ity Ent	mic ile Do	Typ e	gis tio tra re n	Int st ere
Su bs idi de rta kin nti ed ary un gs co nu
Fo ig ht En y I nfr e P GP S. à r .l. ast tur art res erg ruc ne rs	Lu mb xe ou rg	Co mp an y	Lu mb xe ou rg	10 0%
ig ht Gr S.à r.l Fo res ou p	mb Lu xe ou rg	Co mp an y	mb Lu xe ou rg	10 0%
ht bo Fo ig Gr p L S. A. res urg ou ux em	mb Lu rg xe ou	Co mp an y	mb Lu rg xe ou	10 0%
Fo ig ht Eu n S ola r F d C IP GP Li mi ted res rop ea un	UK	Co mp an y	Sc otl d an	10 0%
ig ht 1 V CT Li mi ted Fo res	UK	Co mp an y	lan d & W ale En g s	10 0%
ht ted Fo ig En y V CT Li mi res erg	UK	Co mp an y	lan d & ale En W g s	10 0%
Fo ig ht Ve Lim ite d ntu res re	UK	Co mp an y	En lan d & W ale g s	10 0%
Fo ig ht Ve Ca ita l L im ite d ntu res re p	UK	Co mp an y	En lan d & W ale g s	10 0%
ht d Fo ig Ve ntu VC T L im ite res res	UK	Co mp an y	lan d & ale En W g s	10 0%
Fo ig ht Ve ntu VC T 2 Li mi ted res res	UK	Co mp an y	En lan d & W ale g s	10 0%
In liq uid ati on
ig ht ing Li mi ted Fo Me ter res	UK	Co mp an y	lan d & ale En W g s	10 0%

GLOSSARY

Ab lut e T SR so	Sh ric iat ion lus d ivi de nd aid sh l re to to ta tu to are p e a pp rec p s p ow rn a S ha reh old d a nta er, ex pr es se s a pe rce ge	Et hic al St da rd an	Th e F RC 's Re vis ed Et hic al St da rd ( 20 19) an
AG M	An al Ge ral M tin nu ne ee g	Ex co	Ex uti C mi tte ec ve om e
AI FM	Al te tiv e I tm t F d M rna nv es en un an ag er	Ex ut ive ec	ard nd th Bo Ex uti C mi tte e C Se ta ec ve om e a om pa ny cre ry ,
AI TS	ht' ele ed he olu Fo ig s A rat In rit Ta x S tio res cc an ce n	Gr ou p
AM L	ti- de rin An Mo La ne un g y	ive Ex ut ec Ma nt na ge me	fin ide d u nd th les de De itio e F CA 's Lis tin Ru r L R A n p rov er g un pp he 1, Ap 1.1 : "t uti itt t s ior uti p ex ec ve co mm ee or m os en ex ec ve or l b od be low th e b rd he th ch fo al ria (o is ma na ge y oa r w re ere no su rm itt bo dy , t he t s ior le l o f m rti co mm ee or m os en ve an ag ers re po ng th hie f e tiv e), in clu din th bu to ta t e c xe cu g e c om pa ny se cre ry
AU M	As de ts Un r M t se an ag em en ( ) FU M + D UM
CA GR	Co nd A l G th Ra te mp ou nn ua row		clu din dm ini ati d s ff" str rt sta ex g a ve an up po
CA SS	Th e F ina ial Co nd t A uth ity 's C lie As So eb k nt ts nc uc or se urc oo	EU	Eu U nio ro pe an n
CF O	Ch ief F ina ial Offi f F ig ht Gr nc ce r o or es ou p	FC A	l C du th Fin cia ct Au ity an on or
Co mp an y	ht ldi d Fo ig Gr Ho s L im ite res ou p ng	FC M	ig ht ita l M Fo Ca t res p an ag em en
CO O	Ch ief ffic O rat ing O pe er	FE IP	ig ht Inf Fo En tru ctu Pa rtn res erg y ras re ers
Co EB ITD A re	Co rni s b efo int de iat ion d a rti tio st, ta re ea ng re ere xe s, pr ec an mo sa n. lan ati in nd ix th e fi ial Se to sta te nts e e xp on ap pe na nc me	FG A lia tra us	Fo ig ht Gr Au ali a P Ltd str ty res ou p
CR O	Ch ief isk O ffic of ig ht Gr R Fo er res ou p	FG CI	Fo ig ht Gr CI Lim ite d res ou p
DE &I	Div ity Eq uit & Inc lus ion ers y ,	FG LL P	Fo ig ht Gr LL P res ou p
DT Rs	Dis clo Gu ida nd Tr Ru les su re nc e a an sp are nc y	FII F	ht fra d FP Fo ig UK In str tu Inc e F res uc re om un
DU M	De bt Un de r M t an ag em en	ht/ ig Fo res ig ht Fo res	ig ht ldi im ite d t eth wi th its d ire d Fo Gr Ho s L ct res ou p ng og er an ind bs idi de kin ire ct rta ary su un gs
ED D	ha ed ilig En D D nc ue en ce	/ Gr Gr ou p ou p
EIS	ris ch En te e I tm t S rp nv es en em e	ig ht SIC Fo AV res	ig ht Gl ob al al Inf ( x) nd Fo Re tru ctu Lu Fu res ras re
S EP	ing sh Ea rn s p er are	FR IF	ig ht ion al d L Fo Re Inv tm t F P res g es en un
ES G	En vir l, So cia l a nd G nta on me ov er na nc e	FS FC	Fo ig ht Su ina ble Fo C lc sta try res res om pa ny p
		FS FL	Fo ig ht So lar Fu nd Li mi ted res

GLOSSARY CONTINUED

FT E	ll-T im iva len Fu e E t qu	ITS	Fo ig ht' s I nh ita e T So lut ion res er nc ax
FU M	Fu nd s U nd Ma nt er na ge me	JL EN	JL EN E iro l A Gr ta ts nv nm en sse ou p
FV TP L	Fa ir v alu hro h p rofi nd lo e t t a ug ss	LS E	Lo nd St k E ha on oc xc ng e
/ / FY 22 23 24	/ / Ye din 31 Ma rch 20 22 23 24 ar en g	MA R	rke bu ula be th of ula Ma t A R tio ing e U K v ion R tio se eg n, ers eg n
GH Gs	nh Gr ee ou se ga se s		6/ ffe f t ( EU ) No 59 20 14 wh ich ha ct in En lish la by vi rtu he s e g w e o Eu U nio n ( W ith dr al) A 20 18 ct ro pe an aw
GR IF	ig ht Gl ob al al Inf nd FP Fo Re tru ctu Fu res ras re	th Mi rit nic no y e	fin ide d u nd th les de De itio e F CA 's Lis tin Ru r L R A 1, n p rov er g un pp
IA SB	tio l A nti St da rds rd Int B er na na cc ou ng an oa	ba ck nd gr ou	: fr f t fo of Ap 1.1 he llo wi teg ies et hn ic ba ck nd p om on e o ng ca or gr ou in th ab les in LR 9 An x 2 .1R ( b) d L R 1 4 A t o ut e t as se ne an nn ex
IB R	Inc l B ing R ta ate rem en or row		1.1 R( b), clu din th "W hit e B rit ish he r W hit ate ot ex g e c go ry or e "
IC	Inv t C mi tm tte es en om e		( inc lud ing ino rit hit s) m y-w e g ro up
I& D	Inc lus ion d D ive rsi ty an	NA V	Ne t A t V alu sse e
IFA	Ind de fin l a dv nt cia ise ep en an r	NC IA	ble ke ral l In llia Su sta ina M t I nit iat ive 's Na tu C ita stm t A ar ap ve en nc e
IFR S	tio l F ina ial rti da rd (s ) Int Re St er na na nc po ng an	NE Ds	uti ire No Ex D cto n- ec ve rs
IPE V	tio l P riv uit nd Ca ita l Int ate Eq V tu er na na y a en re p	OE IC	Op nd ed t C E In stm en ve en om pa ny
IPO	Ini tia l P ub lic Off ing er	O& M	Op tio d m ain te era ns an na nc e
ISA E 3 40 2	Int tio l S nd ard A e E – 3 40 2, ta ts er na na on ss ura nc ng ag em en As R C ls a Se rvi O isa tio ts tro t a su ran ce ep or on on ce rg an n	Pa t ren Co mp an y	Fo ig ht Gr Ho ldi s L im ite d res ou p ng

GLOSSARY CONTINUED

PiP	Pe ion s I nfr Pla tfo tru ctu ns as re rm	SD R	UK Su ina ble D isc los R uir sta ts ure eq em en
PR I	fo Th e U N's P rin cip les r R ibl e I tm t es po ns nv es en	SE CR	ml d E d C bo St ine n R tin rea ne rgy an ar ep or g
PS C	le ble ult Pe & S ta ina C op us ure	SE T	ina bil ity alu ati ol Su sta Ev To on
PS P	rfo Sh lan Pe P rm an ce are	SF DR	Su ina ble ina isc los ula tio sta F e D R nc ure eg n
RC SA	Ris k C l S elf -A tro nt on sse ss me	SF T	Su ina ble Fu Th Fu nd sta tu re em es
Re rri cu ng	Ma ria l a nd d ire rs' fe nt, ta cto na ge me se cre es	Sh ho lde are r	Ho lde f t he C 's O rd ina Sh r o om pa ny ry are s
rev en ue		SIP	Sh In nti P lan are ce ve
RE F	FP Fo ig ht Su ina ble R l E Se rit ies Fu nd sta sta te res ea cu	SS Ps	Sh d S ath ioe mi c P are oc co no wa ys
Re lat ion sh ip Ag nt ree me	Pu t t o L ist ing R ule 9. 8.4 , t he C ha nte red in to rsu an om pa ny s e a rel ati sh ip wi th Be rd Fa irm Be Po Inv nt rt tm ts on ag ree me rna an au es en , Lim ite d a nd he ies ith ho th e d d t o b cti in ot art r p w w m ey ar ee me e a ng ert co nc	TC FD	sk lim lat ed ina ial Dis clo Ta Fo C ate F rce on -re nc res su
		th e C od e	Th K C e G e C od e U rat or po ov er na nc e
RM F	Ris k M t F k an ag em en ram ew or	To R	Te f R efe rm s o ren ce
RP I	il P nd Re ta ric e I ex	TS R	To l s ha reh old ta ret er ur n
SB P	Sh -b ed t are as pa ym en	UN GC	UN G lob al Co t mp ac
SB Ti	Sc ien ed in itia tiv B Ta ets ce as rg e	VA M	Gl ob al Inf nd VA M tru ctu Fu ras re
SC	Su ina bil ity C mi sta tte om e	VC M	lun rb ke Vo ta Ca M t ry on ar
SD Gs	Su ina ble D elo t G ls sta ev pm en oa	VC T	Ca ita l T Ve ntu t re p rus
		W AC C	W eig hte d a f c ita l t o ve rag e c os ap

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 Numis Securities Limited

45 Gresham Street London EC2V 7BF

London EC2N 4JL

Jefferies International Limited 100 Bishopsgate

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

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Foresight Group Holdings Limited

1st Floor, Royal ChambersSt Julian's Avenue St Peter Port Guernsey GY1 3JX

www.foresightgroup.eu

Annual Report and Financial Statements 2023 FORESIGHT GROUP HOLDINGS LIMITED