TIDMFSG

RNS Number : 1062S

Foresight Group Holdings Limited

12 July 2022

LEI: 213800NNT42FFIZB1T09

12 July 2022

Foresight Group Holdings Limited

Full year results for the year ended 31 March 2022

Delivered on strategic targets in our first full year as a public company with significant progress made post year end

Foresight Group Holdings Limited ("Foresight", "the Group"), a leading infrastructure and private equity manager with a long-established focus on ESG and sustainability-led strategies, is pleased to announce its results for the year ended 31 March 2022 ("FY22").

STRATEGIC AND FINANCIAL HIGHLIGHTS

Achieving on all four of our strategic targets:

 
 --   23% increase in Assets under Management ("AUM") to GBP8.8 billion, 
       in line with our ambitious target of 20-25% annual growth in 
       AUM; 30% increase in Funds under Management ("FUM") to GBP6.7 
       billion 
 --   High quality recurring revenues comprised 87% of total revenue, 
       comfortably within our 85-90% target range 
 --   37% core EBITDA pre-Share Based Payments ("SBP") margin delivered 
       through a combination of strong revenue growth and cost discipline, 
       well on track to meet our 43% medium term target 
 --   Final dividend of 9.8p , supported by a robust closing cash 
       position; the resulting 13.8p total dividend per share is in 
       line with our 60% target payout ratio 
 
 
Key Financial Metrics               31 March 2022  31 March 2021    Change 
----------------------------------  -------------  -------------  -------- 
Year-end AUM (GBPm)                         8,839          7,193    +22.9% 
Year-end FUM (GBPm)                         6,675          5,132    +30.1% 
Total Revenue (GBPm)                         86.1           69.1    +24.6% 
Recurring Revenue (% of Total)              86.9%          90.3%  -3.4 pts 
Core EBITDA pre-SBP [1] (GBPm)               31.8           23.9    +33.1% 
Core EBITDA pre-SBP(1) margin (%)           37.0%          34.6%  +2.4 pts 
Earnings per Share (p)                      23.2p          14.9p     +8.3p 
Dividend per Share (p)                      13.8p           1.7p    +12.1p 
----------------------------------  -------------  -------------  -------- 
 

Operational Highlights

The significant FY22 AUM and revenue growth delivered across all three of Foresight's business divisions reflects the excellent progress made by the Group towards achieving our strategic objectives.

Infrastructure

 
 --   Infrastructure AUM and revenue increased to GBP6.3 billion and 
       GBP50.8 million respectively (FY21: GBP5.4 billion and GBP43.4 
       million) 
 --   Significant and diverse fundraising achieved, including further 
       closes of the Foresight Energy Infrastructure Partners fund 
       which reached a total of EUR851.4 million (70% ahead of target) 
       and the successful listing of our dedicated UK forestry fund, 
       Foresight Sustainable Forestry Company ("FSFC") 
 --   Investment into core asset classes, including forestry and fibre 
       networks, while expanding into new and adjacent assets such 
       as geothermal energy, pumped hydro, interconnectors and hydrogen. 
       Largely achieved through further investment in development platforms 
       which involve moderate initial deployments with substantial 
       opportunities for further future deployments 
 --   FY22 deployment figures reflect the investment in development 
       platforms, with 41 transactions at a total value of GBP484 million 
       coupled with substantial future deployment rights of GBP427 
       million, giving a total of GBP911 million (FY21: 46 transactions, 
       GBP595 million deployed, future deployment rights of GBP47 million) 
 

Private Equity

 
 --      Private equity AUM and revenue increased to GBP0.9 billion and 
          GBP23.9 million respectively (FY21: GBP0.7 billion and GBP18.2 
          million) 
 --   GBP216 million raised across regional private equity strategies 
 --      GBP81 million deployed across 53 equity transactions (FY21: 
          GBP59 million deployed across 41 equity transactions) 
 --      Strong performance by the Group's first North West fund (FRIF) 
          exceeded expectations, generating performance fees in FY22 and 
          already delivering a gross cash return of 1.8x total fund cost 
          after three realisations with 14 portfolio companies remaining 
 

Foresight Capital Management ("FCM")

 
 --   FCM AUM and revenue increased to GBP1.6 billion and GBP11.4 
       million respectively (FY21: GBP1.1 billion and GBP7.5 million) 
 --   Net inflows and performance of GBP455 million in the year ended 
       31 March 2022. This includes GBP72 million of net inflows and 
       performance in Q4 FY22, a strong result given the challenging 
       market backdrop 
 --   Expansion of the OEIC offering in Q4 FY22 with the launch of 
       the award-winning FP Foresight Sustainable Future Themes Fund 
 

Current Trading and Outlook

The Group delivered a resilient trading performance in the three months to 30 June 2022, achieving AUM growth in line with our annualised target despite challenges in listed market valuations. This reflects the strength of Foresight's diversified approach with both real assets and unquoted investments performing strongly.

 
 --      AUM increased to GBP9.4 billion [2] , up 20% on the three months 
          to 30 June 2021 (GBP7.8 billion) 
 --      FUM increased to GBP7.2 billion(2) , up 27% on the three months 
          to 30 June 2021 (GBP5.7 billion) 
 --   Foresight's private equity AUM increased to over GBP1.2 billion 
      --   First close reached for the AIB Foresight Impact Fund launched, 
            our private equity team's first expansion outside the UK, 
            with a local office in Dublin due to open shortly 
      --   First close reached for two additional UK regional funds, 
            Foresight West Yorkshire SME Investment Fund and Foresight 
            Regional Investment IV, which will focus on the North East 
            and Yorkshire 
      --   Completed our first strategic acquisition post-IPO, with the 
            acquisition of the technology ventures division of Downing 
            LLP including the management of Downing's Venture Capital 
            Trusts and its Enterprise Investment Scheme to create a leading 
            ventures proposition 
 --      Having fully deployed the GBP130 million raised in its IPO, 
          FSFC successfully raised a further GBP45 million [3] in June 
          2022 which will be used to acquire further properties within 
          its imminent pipeline of forestry and afforestation assets 
 

Bernard Fairman, Executive Chairman of Foresight Group Holdings Limited, commented:

"I am delighted to report that Foresight's first full year as a public company was highly successful and saw us deliver on the promises we made when we listed in February 2021. Our financial performance was ahead of our expectations set out at the time of the IPO and we made significant progress towards achieving our strategic priorities to grow, diversify and expand the business.

Our expertise and track record enable us to access the increasing number of high-quality investment opportunities in rapidly growing markets across both public and private vehicles. Although the decarbonisation of energy generation and the shift to a more sustainable society is accelerating, these changes continue to present multi-year opportunities for us. We are confident that the outlook for Foresight in the coming year and beyond continues to be very positive."

Analyst Presentation

A pre-recorded presentation will be available to view on the Company's website (https://www.fsg-investors.com) on 12 July 2022.

This presentation will be played at the start of a webcast from 9.00 a.m. (UK time) on 12 July 2022 and be followed by live Q&A for analysts hosted by Bernard Fairman (Executive Chairman) and Gary Fraser (CFO and COO).

Those wishing to join should register via the following link:

Register here

For further information please contact:

 
Foresight Group Investors  Citigate Dewe Rogerson 
Liz Scorer                 Caroline Merrell / Toby Moore 
                           +44 (0) 7852 210329 / +44 (0) 7768 
+44 (0) 7966 966956         981763 
ir@foresightgroup.eu       caroline.merrell@citigatedewerogerson.com 
                            / 
                           toby.moore@citigatedewerogerson.com 
-------------------------  ----------------------------------------- 
 

About Foresight Group Holdings Limited

Foresight Group was founded in 1984 and is a leading listed infrastructure and private equity investment manager. With a long-established focus on ESG and sustainability-led strategies, it aims to provide attractive returns to its institutional and private investors from hard-to-access private markets. Foresight manages over 330 infrastructure assets with a focus on solar and onshore wind assets, bioenergy and waste, as well as renewable energy enabling projects, energy efficiency management solutions, social and core infrastructure projects and sustainable forestry assets. Its private equity team manages ten regionally focused investment funds across the UK and an SME impact fund supporting Irish SMEs. This team reviews over 2,200 business plans each year and currently supports more than 200 investments in SMEs. Foresight Capital Management manages four strategies across six investment vehicles with an AUM of over GBP1.6 billion.

Foresight operates from 12 offices across six countries in Europe and Australia with AUM of c. GBP9.4 billion as at 30 June 2022 [4] . Foresight Group Holdings Limited listed on the Main Market of the London Stock Exchange in February 2021. https://www.fsg-investors.com/

Disclaimer

Inside information

This announcement contains information, as that term is defined in the UK version of the Market Abuse Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014), which is incorporated into English law by virtue of the European Union (Withdrawal) Act 2018

Forward-looking statements

This statement, prepared by Foresight Group Holdings Limited (the "Company"), may contain forward-looking statements about the Company and its subsidiaries (the "Group"). Such forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "projects", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which are beyond the Company's control and are based on the Company's beliefs and expectations about future events as of the date the statements are made. If the assumptions on which the Group bases its forward-looking statements change, actual results may differ from those expressed in such statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including those set out under "Principal Risks" in the Company's annual report for the financial year ended 31 March 2022. The annual report can be found on the Company's website (www.fsg-investors.com). Forward-looking statements speak only as of the date they are made. Except as required by applicable law and regulation, the Company undertakes no obligation to update these forward-looking statements. Nothing in this statement should be construed as a profit forecast.

EXECUTIVE CHAIRMAN'S STATEMENT

Introduction

It is rarely the case that any business benefits from all its divisions performing strongly at the same time, with an accommodative policy background, but that is how we are positioned right now. The diversity of Foresight's offering, with over 35 retail and institutional solutions, also provides a high degree of resilience against changing market conditions and positions us well for continued success.

This was our first full year as a public company and I am delighted to report that it was highly successful, as we delivered on the promises we made when we listed in February 2021. Our financial performance was ahead of our expectations, reflecting the quality of our business, and we achieved strong growth in AUM.

We also made excellent progress with implementing our strategic objectives as we launched new funds, further diversified our investor base, successfully deployed significant amounts of capital into both infrastructure and private equity and expanded into new asset classes. Following the year end we also completed our first strategic acquisition post-IPO as described in Post year end events below.

To support our growth, it is important to align our people strategies with our strategic objectives. This year we have strengthened and expanded our executive leadership team by adding Ricardo Piñeiro (Co-Head of Infrastructure), Matt Smith and James Livingston (Co-Heads of Private Equity) (subject to FCA approval).

These promotions reflect the key contributions and impact each of these individuals have made to our success to date and the depth of management strength we have built at Foresight over the past 38 years. Their contribution to the executive leadership team will enrich our business and shape the future of Foresight.

The Group is a key player in two markets that are growing rapidly: worldwide renewable energy infrastructure and UK-based regional private equity. Renewable energy infrastructure is being driven by favourable economics, as well as the heightened focus on energy security, following Russia's invasion of Ukraine.

This benefits both our infrastructure funds and our sustainability -- orientated investment products within the Foresight Capital Management division.

In Private Equity, the economic impact of the pandemic has further increased the need for capital to flow to SMEs in the UK regions, and our work here aligns with the government's agenda to reduce regional inequalities and create new jobs. These macro trends will present opportunities for Foresight for many years to come.

Operational and financial highlights

The Group generated significant organic growth across our international footprint during the year, resulting in an improved competitive position. The substantial AUM growth we delivered during the year, at GBP1.6 billion, reflect our position as a player of increasing scale that is well positioned to take advantage of growing markets.

AUM rose by c.23% to GBP8.8 billion (31 March 2021: GBP7.2 billion), with FUM up 30% to GBP6.7 billion (31 March 2021: GBP5.1 billion).

Revenues increased by 25% to GBP86.1 million (31 March 2021: GBP69.1 million), largely driven by higher management fees as a result of the growth in FUM. Recurring revenues were 86.9% of the total, within our expected range of 85-90%. Total revenues include performance fees, principally from one of our private equity funds (Foresight Regional Investment Fund) which exceeded its performance hurdles and our expectations.

Core EBITDA pre share-based payments grew 33% to GBP31.8 million (31 March 2021: GBP23.9 million), reflecting the revenue increase and the operational gearing inherent in the business. This resulted in an associated margin of 37% (31 March 2021: 34.6%).

More information on our financial and operational performance can be found in the Financial Review and Business Review sections of our FY22 Annual Report.

Dividend

The Board targets a total dividend payout of 60% of profit after tax, paying approximately one-third of the total dividend for the year as an interim dividend and approximately two-thirds as a final dividend. In line with this policy, we have declared a final dividend of 9.8 pence per share. Combined with the interim dividend of 4.0 pence per share, this gives a total in respect of the year of 13.8 pence per share. The final dividend will be paid on 14 October 2022 based on an ex -- dividend date of 18 August 2022, with a record date of 19 August 2022. Moving forward, the Board's intention is that the interim dividend will represent 30% of the prior year's total dividend.

People and culture

Foresight is a people business and we continue to build on our people strategies to attract, retain, develop and engage with the talented and ambitious people we employ. As we grow the business, we look to give people increased opportunity to make a sustainable impact, to achieve collective success working for one of the market leaders and create relationships based on integrity. This year, we have invested significant time in developing our employee value proposition, which is covered in more detail on page 16 of our FY22 Annual Report within the investment case.

As the pandemic abated and allowed us to return to our offices, we were proud to achieve our highest-ever employee engagement score, at 83%. This reflects our focus on creating a sustainable culture, where everyone who joins us is given the opportunity to thrive.

Sustainability

Our belief is that sustainability and economics are interlinked which means that first and foremost, the projects and companies we invest in must generate attractive returns for our investors. Only by achieving these returns will we be able to raise further capital and continue to deliver important benefits to society. At the same time, we believe that sustainable businesses are better businesses and will deliver superior returns, particularly over the long term. It is this combination of economics and sustainability that underpins the culture we are so proud of at Foresight.

Our Infrastructure investments are playing a key role in the transition to a low-carbon power system, while in Private Equity we have a rigorous approach to helping investee companies manage their approach to sustainability and ESG. We are also addressing our own environmental performance, having offset our scope 1, 2 and 3 emissions(1) this year and initiated a plan to reach net zero by 2050.

In addition, we agreed an innovative collaboration with the Eden Project in June 2022, which will start with the creation of a nature recovery approach for Foresight. This will define how businesses such as ours can respond to nature recovery, demonstrate tangible positive outcomes for nature through our portfolio of assets and engage with communities and stakeholders to create action.

Further details on this exciting new partnership for the Group can be found in our Sustainability section of the FY22 Annual Report on pages 48 to 81, which also includes information on our continued support for the UN Global Compact.

Post year end events

Following the year end we had further significant success in our private equity fundraising activity with the launch of two new UK regional funds and our first non -- UK fund in partnership with AIB in Ireland.

We were also able to announce our first strategic acquisition post-IPO with the acquisition of the investment mandates of Downing's ventures businesses. These provide an excellent strategic fit for Foresight, complementing our existing portfolio and adding scale. This transaction represents a significant strategic step and, in conjunction with the new funds, takes our private equity AUM to over GBP1.2 billion.

Outlook

We have excellent positions and proven expertise in sustainable infrastructure and UK regional private equity. The UK Government's levelling up agenda, supporting business growth in the regions and the growing demand for sustainable investments and OEIC products are just two examples of the long-term structural trends in our core markets that combine to create a rapidly growing opportunity for Foresight, as evidenced by the recent expansion in our private equity footprint.

In addition, we believe that the energy transition will affect many sectors in addition to energy itself, including industry and transport. We also expect increased appreciation of the importance of natural capital, from more sustainable farming practices to the critical role of forests, soil and oceans in tackling climate change and promoting biodiversity. We will be launching new funds to address these incredibly important markets soon.

While the decarbonisation of energy generation and the shift to a more sustainable society are accelerating, these changes cannot happen instantly and they present multi -- year opportunities across our international footprint, which we remain committed to expanding. We are therefore confident that the outlook for the Group in the coming year and beyond continues to be very positive.

   1.    Excluding category 15, emissions from investments. 

BUSINESS REVIEW

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

INFRASTRUCTURE

Market opportunity

The infrastructure market is characterised by powerful long -- term structural trends, in particular the transition to a low -- carbon energy system. 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, 
          following Russia's invasion of Ukraine 
 --   Sustainability-led investment is increasing across key markets 
 --   Investors increasingly attracted to uncorrelated returns offered 
       by sustainable infrastructure 
 

Overview

As one of Europe's most established real assets investors, we provide a complete end -- to -- end solution for retail and institutional investors, from investment origination and execution, including sourcing and structuring the transaction, to the ongoing and active technical asset management of operating assets.

An important part of our approach is utilising our international presence to access the best available markets at any given time and originate new deals through established networks. Due to the Infrastructure Team's extensive experience and track record, Foresight is able to deploy and manage capital across a wide range of infrastructure sectors at various stages of an asset's life, from development, construction and operational. This creates further investment opportunities and generates strong returns on investment.

The asset management process focuses on operational performance, asset optimisation, commercial management and useful life enhancement, with the objective of generating sustainable long-term asset operations and associated economic benefits.

As at 31 March 2022, Foresight Infrastructure had AUM of GBP6.3 billion. The portfolio comprised 337 infrastructure assets across 15 asset classes, with a total installed capacity of 3.1GW. This included GBP4.0 billion of renewable generating assets in the UK, Europe and Australia, with 2.6GW of capacity, as well as 572MW of flexible generation and 11,385 hectares of forestry assets.

Sustainability at the heart of the investment process

To ensure that all Infrastructure investments meet our high standards of sustainability and ESG-related performance, we evaluate them using our Sustainability Evaluation Tool ("SET"). Our SET provides an objective view of sustainability credentials and performance through the use of recognised quantitative KPIs, guiding our team to the areas that require the most attention. The output from our SET forms an integral part of the investment approval process at Foresight.

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

 
 --   Sustainable development contribution: contribution towards decarbonisation 
 --   Environmental footprint: localised environmental impacts 
 --   Social engagement: role in the local communities 
 --   Governance: compliance with laws and regulations 
 --   Third-party interactions: supply chain sustainability 
 

All KPIs are weighted based on internal prioritisation and materiality assessments and scored from one to five. While we do not have a minimum score against each assessment parameter, we aim for all our assets to score at least an average of three out of five after mitigation and be consistent with the sustainability and ESG standards across the Foresight portfolio.

Once we have acquired an asset, our asset management team monitors performance and continually investigates ways to improve the asset's sustainability. During the year, we created a new module for sustainability KPIs within our management system. This allows us to centralise data on key environmental and social metrics and analyse our performance.

Capital deployment and fundraising

Foresight Infrastructure performed very well during the year. The team continues to position itself as a sustainability-led partner for projects in the low-carbon energy generation and enabling infrastructure, natural capital and social and core infrastructure sectors.

We invested across a wide range of funds and across multiple sectors and geographies. We invested further into our core asset classes, including solar, wind and forestry, continued our rollout of compressed natural gas fuelling stations and grew our footprint in biomass, which enables 24/7 energy generation. We also invested further in fibre networks in underserved communities, which will help people gain access to services and support economic levelling up.

The Infrastructure Team also expanded its investments into new asset classes, such as geothermal energy, pumped hydro, interconnectors and hydrogen, which are described in case studies in the FY22 Annual Report on pages 29, 31 and 33. These transactions have enabled us to develop platforms requiring development capital, while giving us access to large, long-term capital projects. As a result, we expect these asset classes to become part of our core business, as we add scale through diversification.

In total, we completed 41 transactions during the year, committing GBP484 million of capital.

The transactions also incorporate substantial future deployment rights totalling GBP427 million, to give a total potential investment secured in the year of GBP911 million. This is a significant increase on the total for FY21 of GBP642 million, which comprised GBP595 million of deployment and GBP47 million of future deployment rights, across 46 transactions.

Fundraising was strong during the year. Foresight Energy Infrastructure Partners ("FEIP") completed its final close on 14 September 2021, securing total commitments of EUR851.4 million, 70% over the original EUR500 million target. Including co -- investments to date of EUR170 million, this represents a total capital pool in excess of EUR1 billion for Foresight's energy transition strategy. Commitments were made by over 35 leading institutional investors from the UK, Europe and North America.

In November 2021, Foresight Sustainable Forestry Company Plc ("FSFC") successfully listed on the London Stock Exchange, raising gross proceeds of GBP130 million. This is the Group's first investment vehicle dedicated to forestry and offers a different economic profile to most listed funds, based on long -- term capital growth and yield.

We also completed fundraises across a number of our existing funds, including strong additional fund flows from retail investors, who tend to generate relatively consistent inflows for us throughout the financial year.

During the year we had one mandate transfer to another investment manager, representing less than 3% of Foresight's AUM.

Infrastructure market outlook

The sustainability transition

The overall transition to sustainable energy and infrastructure can be categorised into three distinct phases, which frame the wide range of opportunities resulting from it. These phases are shown in the table below. We provide our institutional and retail investors with access to investment opportunities that address these three phases, as well as the broader core and social infrastructure markets. As we leverage our expertise and grow the scale of our investments in phases 2 and 3, they will increasingly become part of our core asset classes, continuing our growth.

 
Phase 1:                         Phase 2:                                Phase 3: 
-------------------------------  --------------------------------------  ------------------------------------------------ 
Initial power transition         Systemic power transition               Wider sustainable transition 
-------------------------------  --------------------------------------  ------------------------------------------------ 
Phase 1 was characterised        As power systems in Europe,             In addition to energy, 
 almost entirely by renewables    North America, China                    we need to address the 
 being added to power             and elsewhere increasingly              c.70% of emissions from 
 grids, with no particular        decarbonise, there is                   other segments of the 
 need to upgrade systems          more focus on taking                    global economy. Financing 
 to accommodate them.             a systemic view of electricity          decarbonisation of these 
 During this phase, renewables    production. This particularly           sectors is likely to 
 became a mature and highly       relates to energy storage               be more complex than 
 popular asset class for          and grid flexibility,                   renewables but represents 
 institutional investors.         and new power transmission              a large opportunity for 
 Phase 1 continues to             and distribution infrastructure.        investors. 
 present significant investment   This informs the strategy 
 opportunities for us             of funds such as FEIP. 
 over the coming years. 
-------------------------------  --------------------------------------  ------------------------------------------------ 
Sectors of opportunity:          Sectors of opportunity:                 Sectors of opportunity: 
-------------------------------  --------------------------------------  ------------------------------------------------ 
 
 *    Solar                       *    Battery storage                    *    Controlled environment food production (e. 
                                                                         g. 
                                                                               high-tech glasshouses, vertical farms or o 
 *    Onshore and offshore wind   *    Offshore wind transmission links  nshore fish 
                                                                               farms) 
 
 *    Bioenergy                   *    Interconnector cables 
                                                                          *    Clean and advanced transport (e.g. sustain 
                                                                         able 
 *    Hydro                       *    Geothermal energy                       biofuels and electric vehicles) 
 
 
                                  *    Pumped hydro                       *    Industrial decarbonisation 
 
 
                                  *    Electric vehicle charging          *    Hydrogen 
 
 
                                  *    infrastructure 
-------------------------------  --------------------------------------  ------------------------------------------------ 
 

Market developments in FY22

During the period, there were a number of government and other announcements that supported Foresight Infrastructure's aim to decarbonise the energy system. These are summarised below:

 
 --   In April 2021, the UK Government announced a more ambitious 
       climate change target, to reduce emissions by 78% by 2035 compared 
       to 1990 levels. This will take the UK more than three-quarters 
       of the way to reaching net zero by 2050. In the Balanced Net 
       Zero Pathway set out in the Carbon Budget, in-year capital investment 
       increases significantly during the 2020s and early 2030s, from 
       around GBP10 billion in 2020 to around GBP50 billion by 2030. 
 --   In July 2021, the European Commission unveiled its plan to meet 
       its target of reducing emissions by 55% by 2030, as a first 
       step towards carbon neutrality in 2050. The Commission proposed 
       to increase the binding target for renewable energy in the EU's 
       energy mix to 40%. To fund this, it is estimated that annual 
       investment in the European energy system will need to increase 
       by around EUR350 billion in the decade to 2030. 
 --   In November 2021, government officials from around the world 
       met at COP26 in Glasgow to discuss plans for tackling the climate 
       crisis. This included an agreement to end and reverse deforestation 
       by 2030, signed by countries covering 85% of the world's forests. 
       FSF intends to invest up to 10,000 hectares into afforestation 
       projects in its first year, contributing c.1/3rd of the annual 
       target of the UK Government. 
 

More recently, Russia's invasion of Ukraine has caused a significant increase in governments' focus on energy security, particularly in Europe, where a number of countries are reliant on Russian fossil fuels. This has given even greater momentum to policy changes driving the transition to clean energy.

In April 2022, the UK Government published its energy security strategy. In addition to measures to improve energy efficiency and support investment in nuclear power and network infrastructure, this included, among other things:

 
 --      Increasing deployment of offshore wind by 25%, to deliver up 
          to 50GW by 2030 
 --   Targeting a five-fold increase in solar capacity by 2035 
 --   Setting an ambition for 10GW of hydrogen production by 2030 
 

In May 2022, the European Commission presented its REPowerEU plan, "to rapidly reduce dependence on Russian fossil fuels and fast forward the green transition". Among a wide range of measures, this included:

 
 --      An EU Solar Strategy, to double solar photovoltaic capacity 
          by 2025 and install 600GW by 2030 
 --      Measures to integrate geothermal and solar thermal energy in 
          modernised district and communal heating systems 
 --      Tackling the slow and complex issue of permits for major renewable 
          projects 
 --      Targeting 10 million tonnes of domestic renewable hydrogen production 
          by 2030, with additional funding of EUR200 million for research 
 

Delivering the objectives of REPowerEU requires additional investment of EUR210 billion by 2027.

Elsewhere, the Australian general election in May 2022 is likely to lead to a material change in the country's energy policy. The victorious Labor Party's Powering Australia plan is intended to stimulate AUSEUR76 billion of investment to provide cheaper renewable energy. The plan targets an increase in the share of renewable electricity to 83% by 2030.

The combination of the requirement to decarbonise the power system, increase energy security and shift to a sustainable society more generally means that Foresight Infrastructure's offering has become even more valuable in the last year, across all the sectors that we invest in. These changes will require growing amounts of private capital to deliver public infrastructure projects and the outlook for Foresight Infrastructure is therefore highly positive.

PRIVATE EQUITY

Market opportunity

Foresight Private Equity has a UK regional focus, which we believe is a key strength and differentiator. We target investment in sectors with favourable long-term trends and structural growth drivers. Investments cover a range of maturity profiles, from early stage to more mature small companies. Annual revenues at portfolio companies are typically in the GBP2 million to GBP20 million range, although venture and seed investments can be into high tech, pre -- revenue companies, which include university spin -- outs.

 
 --   Our analysis shows that more than 80% of all UK SMEs are based 
       outside London and the South East 
 --   Foresight's regional focus aligns with the UK Government's agenda 
       to invest in and grow regional economies outside London and 
       the South East 
 --   Foresight believes transactions requiring between GBP1 million 
       and GBP5 million are the least competitive and most attractive 
       in the UK private equity market, from a value creation perspective 
 --   The funding gap for SMEs has further widened in the aftermath 
       of COVID-19 
 --   Opportunities are increasing in the specialist lending market, 
       as SMEs look for alternatives to the high street banks for borrowing 
 

Overview

Foresight Private Equity manages investments in 131 UK SMEs, across a range of sectors. AUM at 31 March 2022 stood at GBP930 million, up 30% from GBP714 million at 31 March 2021.

We use a broad mix of product types to facilitate fundraising from both institutional and retail investors, with 11 different investment vehicles including Venture Capital Trusts, regional institutional funds, Enterprise Investment Schemes and Inheritance Tax Solutions.

ESG considerations are core to Foresight's investment management approach. Our Private Equity Team makes sustainable growth investments into SMEs that have the potential to create broad, long-term ESG benefits through their operations and continuous improvement.

We understand that many SMEs struggle to adopt ESG best practices and we work in partnership with our portfolio companies to put ESG principles at the heart of their decision making. This improves performance, differentiates them from their competitors and drives real value at the time of exit.

The Private Equity Team's approach to ESG is under continuous review and development, with a view to making regular improvements reflecting market best practice. The Private Equity Team reviews 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 
 

The investment team then use five ESG principles to evaluate, monitor and encourage portfolio companies to make improvements:

1. Awareness: ESG/sustainability issues on the agenda at board meetings

2. Environmental: Environmental policies and track record

3. Social engagement: Community and stakeholder engagement

4. Governance: Policies and risk management

5. Third-party interactions: Supply chain transparency, including modern slavery

Foresight Private Equity received ESG Champion of the Year at the Growth Investor Awards 2021, reflecting its ongoing success with driving ESG performance.

Performance

The Private Equity Team had another active year, with SMEs more able to focus on their corporate strategies as the uncertainties created by COVID-19 eased. In total, the team deployed GBP81 million across 53 equity transactions (FY21: GBP59 million deployed across 39 businesses, through 41 equity transactions). Foresight Private Equity also significantly increased its provision of capital to specialist lenders to SMEs, investing GBP47 million in the year, up from GBP13 million in FY21.

The funds deployed come from 13 vehicles of which 11 continue to make new investments and cover a wide variety of sectors and investment types. All our funds are making good progress with deployment, investing capital at the rate we expected, and our strong exit returns track record was further enhanced. This supports both our earnings and our ability to raise further money in the future.

During the year, the Private Equity Team completed successful realisations from both retail and institutional funds. Notable examples include:

 
 --   Mologic, a health diagnostics company providing contract research 
       services for clients and developing its own range of proprietary 
       point-of-care diagnostics products. The company was sold to 
       Global Access Health, a not -- for -- profit company financed 
       by the Soros Economic Development Fund, returning 3.1x to Foresight 
       funds, inclusive of expected deferred consideration. 
 --   Poppy & Jacks, a nursery chain, was sold to national chain Kids 
       Planet Day Nurseries, returning 2.5x the initial investment. 
 --   DA Languages, a Manchester -- based business providing translation 
       and interpretation services. 
 

Following the DA Languages disposal, and supported by the two previous strong exits, the Foresight Regional Investment Fund LP ("FRIF") has already delivered a gross cash return of 1.8x total fund cost, with 14 portfolio companies remaining. FRIF is based in the North West and was the first in a series of regional investment funds for Foresight, with different geographic remits across the UK (see Fundraising).

During the year, portfolio companies have had to continue to adapt to challenges stemming from COVID-19 and the Brexit transition, including disruptions to supply chains which are leading to longer lead times for certain goods and inflationary pressures. At the same time, so far portfolio companies are generally proving able to maintain their gross margins through price increases, while some leisure and industrial companies are currently benefiting from the substantial pent-up demand caused by the COVID-19 shutdowns.

Our analysis of the portfolio has shown very limited direct impact of the Russia-Ukraine war on our portfolio companies. However, all businesses will face the indirect impact of increasing inflation, including energy costs, over the coming months.

As a result of these economic conditions, we have encouraged companies to closely monitor cost pressures in the supply chain and to implement long-term pricing strategies, ensuring they have plans to manage a variety of future inflation scenarios.

Fundraising

In the retail funds market, Foresight VCT plc and Foresight Enterprise VCT plc launched offers for subscription during the year. At the date of this report, these offers had raised approximately GBP24 million, with the Foresight Enterprise VCT offer for subscription remaining open.

In May 2021, Foresight held the first close of its latest regional private equity fund, the North West-focused Foresight Regional Investment Fund III LP. The Fund raised an initial GBP66 million from institutional investors, exceeding the size of the previous Foresight fund focused on this region, and increased to GBP83 million with a second close post year end. The Greater Manchester Pension Fund is the cornerstone investor, with support from Clwyd and Merseyside Pension Funds. Like its predecessor, the Fund is targeting investments in established SMEs valued at up to GBP30 million in North West England, North Wales and beyond. This is the third fund in the series of regional investment funds, following the initial North West fund and a second fund focused on the East of England.

Post period end

Since the end of the financial year, we have announced our appointment by Allied Irish Banks ("AIB") to manage a new equity fund which will support SMEs across Ireland. AIB will be a cornerstone investor in the fund, which aims to stimulate job creation and deliver a more sustainable future. The fund will typically provide equity investments of EUR2 million to EUR5 million and should close imminently, subject to customary regulatory approvals.

AIB has signed an initial commitment of EUR30 million to the fund, which will target a total raise of EUR75 million over time. Foresight will shortly open an office in Dublin to support the delivery of the fund and is actively seeking investment opportunities. This is our first expansion into Ireland and the first fund outside the UK for the Private Equity Team. The fund is positioned to benefit from Foresight's breadth of experience across both private equity and infrastructure, leveraging their specialisms to deliver attractive risk -- adjusted returns to its investors.

We had further significant success in our fundraising activity with the launch of two new UK regional funds covering the North East, Yorkshire and West Yorkshire regions. These strategically important funds will support the establishment of new offices in Leeds and Newcastle.

We were also able to announce the acquisition of the investment mandates of Downing's ventures businesses, which provide an excellent strategic fit for our business, complementing our existing ventures portfolio and adding scale. The transaction represents a significant strategic step and, in conjunction with the new funds, takes our private equity AUM to over GBP1.2 billion.

Private equity market outlook

The UK remains an excellent place to start, scale and sell a business, with broad pools of talent and an entrepreneurial culture. Our analysis shows that more than 80% of the UK's SMEs are outside London and the South East, presenting a significant base of potential investments for us. The markets we target have varying levels of competition and we continue to be a leader in the provision of capital in those markets, particularly for sub-GBP5 million investments.

The government remains supportive of driving investment in businesses throughout the UK regions, through the British Business Bank among other mechanisms. The Chancellor of the Exchequer has also encouraged local government pension schemes to invest more locally, although it remains to be seen if this will lead to greater activity.

The equity gap we fill with our investments remains firmly in place and has only been increased by COVID-19. Forward-thinking companies that used government support during the pandemic, which was primarily in the form of debt, are now looking to raise equity to strengthen their balance sheets ahead of expansion. New investments will be well positioned to benefit from the growth phase of the next economic cycle. SMEs are also looking for alternatives to the high street banks for borrowing, increasing the potential for us in the specialist lending market.

We also see many corporates and large private equity investors looking to deploy capital. This means the M&A market for SMEs remains open and we have a promising pipeline of potential exits.

Foresight Capital Management

Market opportunity

There is growing demand, both in the UK and internationally, for retail and institutional investors to be able to access sustainability -- oriented investment products that hold listed securities. FCM has a differentiated approach to this market, being able to draw on the Group's experience in investing in private markets through Foresight's Infrastructure and Private Equity divisions, and apply those skills and knowledge to investing in public markets. This gives FCM capabilities that are hard to replicate.

 
 --   Raised net inflows into all our strategies, pointing to strong 
       demand for our open ended funds 
 --   International investors also increasingly demanding access to 
       sustainable investment strategies 
 --   Opportunity for FCM to launch further investment vehicles to 
       provide access to its existing strategies 
 --   FCM's platform is scalable and has significant capacity for 
       further growth in AUM 
 --   Potential to target a wider range of investors, in addition 
       to the current focus on IFAs and wealth managers 
 

Overview

FCM has a team of nine investment professionals, who follow an active, hands-on investment process. The team is highly focused on the underlying assets and regularly visits companies around the world, reflecting its global investment remit. As a sustainability-led investor, FCM has a clear view of the speeds at which different sectors in different geographies are addressing sustainability risks and opportunities. The investment approach is bottom-up and conviction-based, allowing FCM to invest in the best opportunities, wherever it finds them.

FCM primarily distributes its products through intermediaries, principally independent financial advisers ("IFAs"), wealth managers and private banks. The division works to develop strong relationships with these intermediaries, aiding capital retention and making these assets less volatile than is often seen with direct-to-consumer distribution.

At 31 March 2022, FCM had GBP1.6 billion of AUM, up 43% during the year (31 March 2021: GBP1.1 billion). This reflected robust inflows during the year and the benefit of investment performance.

FCM has dedicated internal resource focused on sustainability due diligence and analysis. Several of FCM's strategies are aligned with a bespoke sustainable investment policy, which alongside active engagement with investee management helps to ensure we vote in a manner that is consistent with widely accepted ESG practices. If an investment fails to meet our sustainable investment criteria and that company chooses not to engage, we will consider divestment.

Investment strategies and funds

FCM offers four investment strategies, which clients can access through five UK and one Luxembourg domiciled fund:

 
Strategy                Funds                           Investment focus 
----------------------  ------------------------------  ----------------------------------------------- 
Foresight               FP Foresight UK Infrastructure  Harnesses Foresight's infrastructure 
 UK Infrastructure       Income Fund ("FIIF")            investment expertise and taps into the 
                                                         demand for low-volatility, predictable 
                                                         inflation-linked income. Launched in 
                                                         2017, the strategy has grown to total 
                                                         net assets of GBP780.9 million at 31 
                                                         March 2022. The portfolio comprises listed 
                                                         companies active across renewable energy, 
                                                         core infrastructure and real estate, 
                                                         with a UK focus. 
----------------------  ------------------------------  ----------------------------------------------- 
Foresight               FP Foresight Global Real        Invests in the publicly traded shares 
 Global Infrastructure   Infrastructure Fund ("GRIF")    of companies located in developed economies, 
                         VAM Global Infrastructure       which own or operate real infrastructure 
                         Fund ("VAM")                    or renewable energy assets anywhere in 
                         Foresight Global Real           the world. With a growth -- focused investment 
                         Infrastructure (Lux) Fund       objective, the strategy was launched 
                         ("Foresight SICAV")             in June 2019 and has grown its total 
                                                         net assets to GBP679.3 million at 31 
                                                         March 2022. 
----------------------  ------------------------------  ----------------------------------------------- 
Foresight               FP Foresight Sustainable        This strategy was launched in June 2020 
 Sustainable             Real Estate Securities          to provide investors with exposure to 
 Real Estate             Fund ("REF")                    a highly liquid and globally diversified 
                                                         portfolio of Real Estate Investment Trusts. 
                                                         Given the lack of OEICs in the UK that 
                                                         are addressing both sustainability and 
                                                         real estate, REF is a highly differentiated 
                                                         strategy which has delivered both strong 
                                                         returns and low-risk characteristics 
                                                         since launch. As at 31 March 2022, the 
                                                         strategy's total net assets were GBP144.5 
                                                         million. 
----------------------  ------------------------------  ----------------------------------------------- 
Foresight               FP Foresight Sustainable        This strategy was launched in March 2022. 
 Sustainable             Future Themes Fund              More information can be found in the 
 Future Themes                                           case study on page 45 of the FY22 Annual 
                                                         Report. 
----------------------  ------------------------------  ----------------------------------------------- 
 

Performance

This was a transformational year for FCM. In addition to achieving a material increase in AUM, the division built a platform for future growth, with the launch of a new investment strategy and new funds, the diversification of its sources of capital through the sub-advisory mandate with VAM (see below) and investment in its team.

Against a backdrop of challenging markets, in which equity funds as an asset class saw net outflows, FCM achieved total net inflows and performance of GBP455 million, with net inflows across each of its funds. Retail fundraising delivered net inflows of GBP455 million and in addition GBP25 million was raised into VAM by its distribution team.

At the start of the year, FCM had three established UK OEICS - FIIF, GRIF and REF. All three remain on track to deliver their investment objectives, with positive total returns during the year and since inception.

 
Fund   Inception date    12-month TSR  TSR since inception 
-----  ----------------  ------------  ------------------- 
FIIF   4 December 2017   10.65%        41.38% 
GRIF   3 June 2019       7.51%         47.14% 
REF    15 June 2020      19.54%        25.67% 
-----  ----------------  ------------  ------------------- 
 

Investment performance during the year added GBP94 million to FCM's AUM, resulting in a total increase in AUM across the year of GBP455 million.

New fund launches

In June 2021, Foresight announced the launch of the VAM Global Infrastructure Fund, a Luxembourg UCITS V Fund, through a new partnership with VAM Funds, a Luxembourg-based fund management company. FCM has been appointed the fund's investment manager and the fund is being distributed in Europe, South Africa, Singapore and the Middle East, through VAM Funds' established global distribution platform. The fund gives investors in these geographies access to FCM's Global Infrastructure strategy. The partnership has already delivered positive net inflows of GBP24.7 million since launch. Investors in VAM have included clients in South Africa and the Middle East, where Foresight has not previously raised retail capital.

In November 2021, FCM launched a new Luxembourg-domiciled SICAV with UK tax reporting status. This will initially provide investors with access to the Global Infrastructure investment strategy. The medium -- term growth strategy includes adding further strategies to the SICAV, such as Sustainable Real Estate Securities. The SICAV has generated inflows from international investors, following our initial focus on offshore jurisdictions such as the Channel Islands and the Isle of Man, and we are planning to target Europe and other geographies during FY23.

In March 2022, FCM launched a new investment strategy, Sustainable Future Themes, and a new UK OEIC, the FP Foresight Sustainable Future Themes Fund.

FCM expands into sub-advisory market

In June 2021, following a competitive selection process, FCM was appointed as the Investment Adviser to the VAM Global Infrastructure Fund ("the VAM Fund"), a Luxembourg SICAV managed by global fund management group VAM Funds. The VAM Fund reflects FCM's Global Real Infrastructure strategy and receives the same investment resource and portfolio management resource as Foresight's UK-domiciled vehicle. The VAM Fund provides IFAs, wealth managers and other investors in global markets with the ability to allocate to a differentiated portfolio of real asset owning infrastructure, renewables and real estate companies. Multi-decade investment themes driving the energy transition, societal resilience and infrastructure renewal are all addressed through the VAM Fund, and strong early fundraising suggests appetite from investors.

VAM Funds is a Luxembourg-based fund manager with global distribution capabilities that have extended FCM's strategies into markets such as South Africa, Europe and Asia. As at 31 March 2022, the VAM Fund had grown to net assets of GBP33 million with strong potential for further growth as VAM Funds continue to expand their own distribution capability. Sub-advisory represents an efficient and scalable channel for FCM to further grow assets, particularly where distribution markets are unlocked in geographies where Foresight Group has not been historically active.

FCM market outlook

The outlook for FCM is highly positive. There is growing demand for OEICs in the UK and the launch of VAM and the Foresight SICAV during the year have opened up new international sources of institutional and retail investment. The business is highly scalable, with the Global Infrastructure, Sustainable Real Estate and Sustainable Future Themes strategies each having the potential to reach in excess of GBP1 billion of AUM. FCM has invested in its business during the year to ensure it has the capacity to successfully manage its growth, which it expects to lead to rising profit margins, reflecting the operational gearing in its business model.

FCM also has scope to broaden its distribution. Having to date focused on IFAs and wealth managers, we see good potential for distributing our funds through private banks and to family offices, as well as establishing a greater presence in direct-to-consumer sales, as the Foresight brand becomes increasingly recognised.

FINANCIAL REVIEW

Building on the Group's enhanced profile following our IPO in February 2021, the business increased AUM, revenue and Core EBITDA year-on-year, in line with our expectations.

Key financial metrics

 
                                                  31 March  31 March 
                                                      2022      2021 
------------------------------------------------  --------  -------- 
Year-end AUM (GBPm)                                  8,839     7,193 
Year-end FUM (GBPm)                                  6,675     5,132 
Average AUM (GBPm)                                   8,108     6,547 
Average FUM (GBPm)                                   6,015     4,691 
Total revenue (GBP000)                              86,071    69,098 
Recurring revenue (GBP000)                          74,825    62,379 
Recurring revenue/total revenue (%)                  86.9%     90.3% 
Core EBITDA pre share-based payments (GBP000)       31,825    23,910 
Core EBITDA pre share-based payments margin (%)      37.0%     34.6% 
------------------------------------------------  --------  -------- 
 

Highlights during the year

 
 --      May 2021 - Achieved first close on Foresight Regional Fund III 
          at GBP66 million 
 --      September 2021 - Reached final close on FEIP at EUR851.4 million, 
          exceeding target by 70% 
 --   November 2021 - Successful IPO of Foresight Sustainable Forestry 
       Company 
 --      December 2021 - Performance fee generated following successful 
          first three exits from FRIF 
 --      March 2022 - GBP0.6 billion of net retail inflows achieved, 
          in line with prior year 
 

Summary

The year ended 31 March 2022 was another successful period for the Group. 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 for the year was GBP86.1 million (31 March 2021: GBP69.1 million) with total comprehensive income of GBP24.9 million (31 March 2021: GBP14.9 million), an increase of 68%. Further details on the key areas that have driven this financial performance are outlined below.

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

AUM again grew significantly, from GBP7.2 billion at the start of the year to GBP8.8 billion at 31 March 2022, an increase of c.23% in the middle of our ambitious 20%-25% target range. We achieved this substantially through organic growth driven by net retail inflows of GBP0.6 billion, net institutional inflows of GBP0.3 billion and favourable fund performance of GBP0.7 billion.

Net inflows

Our Retail Sales Team, which distributes our VCT, EIS, Business Relief and OEIC products, had another successful year of fundraising, with total net inflows of GBP0.6 billion, of which GBP0.4 billion related to our OEIC products. Net inflows from our OEIC products were impacted in the final quarter of the year by wider macroeconomic factors resulting from the conflict in Ukraine, but our tax-based products mitigated this by performing strongly in the run-up to the tax year end, again demonstrating the advantage of managing a diverse pool of funds.

On the institutional side, we benefited from closes from our FEIP and FRIF III institutional funds in H1, as highlighted in our Half-year Report, as well as the IPO of our new Forestry fund in October 2021 (GBP0.1 billion) and the acquisition of the other 50% of our JV in Italy (GBP0.1 billion). This was offset by a non-strategic mandate moving to a different fund manager towards the end of the year (GBP0.2 billion).

Post year end, we announced the launch of the AIB Foresight Impact Fund, broadening our regional Private Equity strategy into a new geography, Ireland. This fund will provide equity investments of between EUR2 million and EUR5 million, supporting Irish businesses to contribute to a more sustainable, low carbon future. We also announced the first close of two further UK regional funds in the North East and Yorkshire regions, totalling GBP58 million.

Summary Statement of Comprehensive Income

 
                                                                               31 March  31 March 
                                                                                   2022      2021 
                                                                                 GBP000    GBP000 
-----------------------------------------------------------------------------  --------  -------- 
Revenue                                                                          86,071    69,098 
Cost of sales                                                                   (5,106)   (4,639) 
-----------------------------------------------------------------------------  --------  -------- 
Gross profit                                                                     80,965    64,459 
Administrative expenses                                                        (54,398)  (48,883) 
Other operating income                                                              250       394 
-----------------------------------------------------------------------------  --------  -------- 
Operating profit                                                                 26,817    15,970 
Finance income and expense                                                        (651)     (707) 
Fair value gains on investments                                                     638       192 
Share of post-tax profits of equity accounted joint venture                          53        26 
Gain on business combination                                                      1,012       174 
-----------------------------------------------------------------------------  --------  -------- 
Profit on ordinary activities before taxation                                    27,869    15,655 
Tax on profit on ordinary activities                                            (2,793)     (481) 
-----------------------------------------------------------------------------  --------  -------- 
Profit                                                                           25,076    15,174 
Other comprehensive income 
Translation differences on foreign subsidiaries                                   (138)     (293) 
-----------------------------------------------------------------------------  --------  -------- 
Total comprehensive income                                                       24,938    14,881 
-----------------------------------------------------------------------------  --------  -------- 
Core EBITDA calculation 
Total comprehensive income                                                       24,938    14,881 
Adjustments: 
Non-operational staff costs                                                         728     3,186 
Non-operational legal costs                                                           -     2,744 
Profit on disposal of tangible fixed assets and gain on business combination      (979)     (344) 
Other operating income                                                            (250)     (394) 
Finance income and expense                                                          651       707 
Tax on profit on ordinary activities                                              2,793       481 
Depreciation and amortisation                                                     3,485     2,649 
-----------------------------------------------------------------------------  --------  -------- 
Core EBITDA                                                                      31,366    23,910 
Share-based payments                                                                459         - 
-----------------------------------------------------------------------------  --------  -------- 
Core EBITDA pre share-based payments(1)                                          31,825    23,910 
-----------------------------------------------------------------------------  --------  -------- 
 

1. 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 uncontrollable nature of the share-based payments charge. This measure is a non -- IFRS measure because it excludes amounts that are included in the most directly comparable measure calculated and presented in accordance with IFRS. The specific items excluded are non-underlying items, which are defined as non-trading or one-off items where the quantum, nature or volatility of such items are considered by the Directors to otherwise distort the Group's underlying performance. 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 their understanding of the business.

Segmental Core EBITDA pre share-based payments is set out below:

 
                               31 March  31 March 
                                   2022      2021 
                                 GBP000    GBP000 
-----------------------------  --------  -------- 
Infrastructure                   17,805    15,854 
Private Equity                   11,376     6,940 
Foresight Capital Management      2,644     1,116 
-----------------------------  --------  -------- 
                                 31,825    23,910 
-----------------------------  --------  -------- 
 
Revenue 
                               31 March  31 March 
                                   2022      2021 
                                 GBP000    GBP000 
-----------------------------  --------  -------- 
Management fees                  70,906    50,245 
Secretarial fees                  1,413     9,828 
Directors' fees                   2,506     2,306 
-----------------------------  --------  -------- 
Recurring fees                   74,825    62,379 
Marketing fees                    5,046     2,841 
Arrangement fees                  2,964     3,858 
Performance and other fees        3,236        20 
-----------------------------  --------  -------- 
Total                            86,071    69,098 
-----------------------------  --------  -------- 
 

Total revenue increased by 25% year-on-year to GBP86.1 million (31 March 2021: GBP69.1 million) with recurring revenue increasing by 20% to GBP74.8 million (31 March 2021: GBP62.4 million). The Group has continued to focus on recurring revenue and remained within our 85%-95% target range, despite recognising some one-off performance fee income, which is covered in more detail below. The year finished with 86.9% of our revenue being classified as recurring.

As a result of FUM growth, the largest increase year-on-year was again from management fees. The growth in Foresight Capital Management ("FCM") FUM to GBP1.6 billion at year end (31 March 2021: GBP1.1 billion) generated an additional c.GBP4 million of gross revenue. NAV growth across our ITS, VCT, EIS and infrastructure investment trusts resulted in c.GBP11 million of additional management fees. The increase in ITS management fees was partly offset by lower secretarial fees as a result of the fee for that fund being restructured towards the end of FY21, as disclosed in last year's Annual Report. The further closes on our FEIP fund resulted in catch-up management fees of c.GBP1.7 million, while the annualised impact of the PiP acquisition in August 2020 contributed c.GBP1.1 million to the increase.

Marketing fees are the initial fees recognised as a percentage of funds raised on our tax-based retail products. The increase year-on-year reflects a return to business-as-usual for meetings between our Retail Sales Team, financial intermediaries and their clients.

Other fees in FY22 principally consisted of a performance fee generated from our first North West regional fund, following a successful exit from that portfolio during H2. As our Private Equity regional strategy begins to mature, we expect to generate further performance fees from successful exits in the medium term, whilst still maintaining our 85%-90% recurring revenue target.

Cost of sales

Cost of sales comprises insurance costs associated with our Accelerated ITS product and authorised corporate director costs payable to a third party in relation to our OEIC products. The increase reflects the continuing growth in FCM.

Administrative expenses

 
                                31 March  31 March 
                                    2022      2021 
                                  GBP000    GBP000 
------------------------------  --------  -------- 
Staff costs                       35,395    33,751 
Depreciation and amortisation      3,485     2,648 
Legal & professional               6,067     5,984 
Other administration costs         9,451    6,5001 
------------------------------  --------  -------- 
                                  54,398    48,883 
------------------------------  --------  -------- 
 

1. Adjusted for gain on business combination from PiP acquisition (now disclosed on a separate line in the primary statements).

Year-on-year, the overall cost base increased by c.11%. Our largest expense, staff costs, increased by c.GBP1.6 million, due to the annual pay review process, the implementation of the staff PSP scheme and an increase in FTE of 26.1. This increase in FTE was predominantly in the high-growth areas across the business: FCM as our net inflows continue to increase and we launch new funds; Infrastructure in line with our increase in AUM and the number of assets in the portfolio; and Retail Sales, where we have expanded the team to drive further inflows.

Legal & professional costs were in line with the prior year. While the comparative figure included c.GBP2.3 m of one-off IPO costs, this year included one-off costs of c.GBP2 million associated with developing and launching new funds, such as our listed Forestry fund which launched in November and the further closes on FEIP.

The largest increase year-on-year was in Other administration costs, which rose by c.GBP2.9 million primarily due to an increased irrecoverable VAT charge. As with most financial services businesses, we cannot recover all the VAT on our purchases because some of our revenue streams are VAT exempt. The management fees from FCM's OEIC funds are VAT exempt and their continued strong growth has driven the increase in the irrecoverable VAT charge. Also within Other administration costs, travel and entertainment costs rose by c.GBP0.5 million as the UK COVID-19 restrictions were relaxed, enabling our staff to return to face-to-face meetings with investors and portfolio companies.

Core EBITDA pre share-based payments

The Group uses Core EBITDA pre share-based payments as one of its key performance metrics, 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).

Core EBITDA pre share-based payments increased 33% year-on-year to GBP31.8 million (31 March 2021: GBP23.9 million), with the margin percentage improving to 37.0% (31 March 2021: 34.6%) as we continue our progression towards our medium-term target of 43%. The margin percentage for the full year was slightly lower than the 38.3% reported at the half year, due to the timing of the FEIP catch-up fees recognised in H1, one-off costs incurred on the launch of our new Forestry investment trust and preparation of new fund launches in H2, and a full six months of salary costs in H2 for staff who joined us in H1.

The Group has determined that the following are non-underlying items for the purposes of calculating Core EBITDA pre share-based payments:

Non-operational staff costs

The non-operational staff costs in the year relate to retention payments made to key members of staff and a severance package for a leaver.

The equivalent cost in the prior year related to pre-IPO profit share for FY20. These distributions made to members were classified as remuneration expenses under IFRS but were considered to be equity transactions for the purposes of calculating Core EBITDA.

Non-operational legal costs

There were no costs of this nature in the year ended 31 March 2022. The prior year figure included c.GBP2.3 million of IPO costs, c.GBP0.2 million of redundancy costs and c.GBP0.2 million of legal transaction costs.

Profit on disposal of tangible fixed assets and gain on business combination

The Group had a 50% holding in FV Solar Lab SRL before it acquired the remaining 50% in January 2022. The Group fair valued the assets and liabilities of FV Solar Lab SRL on the date of acquisition using the acquisition method, which gave rise to a bargain purchase. This resulted in a credit being recognised in the Statement of Comprehensive Income. In the prior year, there was an equivalent gain on bargain purchase from the acquisition of PiP Manager Ltd.

Other operating income

In the year ended 31 March 2022, the other operating income arose from the final fee received in relation to the development of a reserve power plant in Shirebrook, Derbyshire, on behalf of the Foresight ITS product. This is considered non-core as it was a non-recurring transaction outside the normal course of business.

In the prior year, GBP46k related to grant income from the Coronavirus Job Retention Scheme, with the remainder relating to the first part of the development fee received from the Shirebrook project described above.

Interest, tax, depreciation and amortisation

The major variance in these line items year-on-year relates to tax. As noted in last year's Annual Report, historically, taxation on the Group's profits was generally the personal liability of the members of Foresight Group LLP, which generates the majority of the Group's profits. Following the IPO, more of the Group's profits are subject to corporation tax, as demonstrated by the charge recognised in the period.

Share-based payments

The share-based payments charge in FY22 relates to the SIP and PSP schemes implemented in the period. Please read more about our SIP and PSP schemes in the remuneration report of our FY22 Annual Report on pages 126 to 136.

Summary Statement of Financial Position

 
                                                           31 March  31 March 
                                                               2022      2021 
                                                             GBP000    GBP000 
---------------------------------------------------------  --------  -------- 
Assets 
Property, plant and equipment                                 2,656     3,012 
Right-of-use assets                                           8,260     9,120 
Intangible assets                                             4,431     3,012 
Investments                                                   2,781     2,326 
Deferred tax asset                                              615       977 
Contract costs                                                4,555       837 
Trade and other receivables                                  21,207    19,881 
Cash and cash equivalents                                    54,289    39,431 
Net assets of disposal group classified as held for sale         64        64 
---------------------------------------------------------  --------  -------- 
Total assets                                                 98,858    78,660 
---------------------------------------------------------  --------  -------- 
Liabilities 
Trade and other payables                                   (24,042)  (20,939) 
Loans and borrowings                                        (3,690)   (4,324) 
Lease liabilities                                          (10,408)  (12,019) 
Deferred tax liability                                      (1,198)   (1,581) 
Provisions                                                    (933)         - 
---------------------------------------------------------  --------  -------- 
Total liabilities                                          (40,271)  (38,863) 
---------------------------------------------------------  --------  -------- 
Net assets                                                   58,587    39,797 
---------------------------------------------------------  --------  -------- 
 

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

Intangible assets

This comprises capitalised software development costs and other intangibles recognised in relation to the management contract acquired as part of the PiP acquisition in August 2020 and the acquisition of the remainder of our JV with FV Solar Lab SRL in January 2022.

Investments

This contains the Group's co-investment positions across our LP funds, plus investments in joint ventures. The movement in the year has been driven by deployment across our LP funds and is broken down as follows:

 
                                           31 March  31 March 
                                               2022      2021 
                                             GBP000    GBP000 
-----------------------------------------  --------  -------- 
Investment in securities 
Foresight Energy Infrastructure Partners        571       423 
Foresight VCT portfolio companies               458       296 
Foresight Nottingham Fund                       435       264 
Italian Green Bond Fund                         421       355 
Foresight Regional Investment Fund              292       344 
Midlands Engine Investment Fund                 274       223 
Foresight Regional Investment Fund II           118        76 
Northern Ireland Opportunities Fund              85        23 
Foresight Regional Investment Fund III           33         - 
Northern Ireland Opportunities Fund II           30         - 
Other                                            64        71 
-----------------------------------------  --------  -------- 
Investment in joint ventures 
FV Solar Lab JV                                   -       251 
-----------------------------------------  --------  -------- 
Total investments                             2,781     2,326 
-----------------------------------------  --------  -------- 
 

Contract costs

The increase of GBP3.7 million is due to the incremental placement agency fees on the further closes of FEIP in the year (as explained further in note 18 to these accounts).

Cash and cash equivalents

The cash balance has increased due to positive cash generation from a strong trading performance. Operating cash flows generated cash of c.GBP29.1 million offset by tax payments of c.GBP3.4 million, interest on lease liabilities of GBP0.6 million, investing activities of c.GBP0.8 million and financing activities of c.GBP9.4 million.

Investing activities included further co-invest payments of c.GBP0.7 million although this was offset by proceeds of c.GBP0.7 million. There was an outflow of c.GBP0.5 million in relation to the acquisition of assets and the net cash outflow on the acquisition of FV Solar Lab SRL was c.GBP0.3 million.

Financing activities included c.GBP6.2 million of dividend payments, c.GBP2.1 million of lease repayments, c.GBP0.6 million of loan repayments and purchase of own shares of c.GBP0.5 million.

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 first annual payment made under that agreement.

Lease liabilities

This relates to the liabilities arising from IFRS 16 lease accounting. The year-on-year decrease is a result of lease repayments offset by an increase in liability in relation to our new office in Luxembourg.

Dividends

As noted in last year's Annual Report, the Board decided to increase and maintain the dividend payout ratio at 60% (versus the target of 50% moving to 60%, as outlined at IPO).

An interim dividend of 4.0 pence per share was paid on 25 March 2022, with an ex-dividend date of 10 March 2022 and a record date of 11 March 2022.

As noted in the Executive Chairman's statement, the Board has recommended a final dividend payment of 9.8 pence per share for approval by Shareholders at the upcoming AGM. If approved, the dividend will be paid on 14 October 2022, based on an ex-dividend date of 18 August 2022, with a record date of 19 August 2022.

Going forward, we intend to link interim dividends to the prior-year profits, paying out 30% of the total dividend from the prior year. These interim dividends will be paid in January each year. The balance of the 60% target will then be recommended to Shareholders each year at the AGM as a final dividend.

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 24 to 47 of the FY22 Annual Report, and the principal risks and uncertainties also disclosed in the FY22 Annual Report on pages 102 to 105, 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

The Group is well positioned to continue with further AUM, revenue and profit growth, as we progress towards our medium-term Core EBITDA pre-SBP margin target of 43%. Our strong balance sheet puts us in a good position to be able to capitalise on any future M&A opportunities that may arise, to supplement our recent strong organic growth.

FINANCIAL STATEMENTs

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2022

 
                                                                    31 March     31 March 
                                                                        2022         2021 
                                                                              as restated 
                                                              Note    GBP000       GBP000 
------------------------------------------------------------  ----  --------  ----------- 
Revenue                                                          4    86,071       69,098 
Cost of sales                                                        (5,106)      (4,639) 
------------------------------------------------------------  ----  --------  ----------- 
Gross profit                                                          80,965       64,459 
Administrative expenses                                          6  (54,398)     (48,883) 
Other operating income                                          10       250          394 
------------------------------------------------------------  ----  --------  ----------- 
Operating profit                                                      26,817       15,970 
Finance income                                                  11         2            3 
Finance expense                                                 11     (653)        (710) 
Fair value gains on investments                                 16       638          192 
Share of post-tax profits of equity accounted joint venture     17        53           26 
Gain on business combination                                    31     1,012          174 
------------------------------------------------------------  ----  --------  ----------- 
Profit on ordinary activities before taxation                         27,869       15,655 
Tax on profit on ordinary activities                            12   (2,793)        (481) 
------------------------------------------------------------  ----  --------  ----------- 
Profit for the period attributable to Ordinary Shareholders           25,076       15,174 
Other comprehensive income 
Items that will or may be reclassified to profit or loss: 
Translation differences on foreign subsidiaries                        (138)        (293) 
------------------------------------------------------------  ----  --------  ----------- 
Total comprehensive income for the period                             24,938       14,881 
------------------------------------------------------------  ----  --------  ----------- 
Earnings per share attributable to Ordinary Shareholders 
Profit or loss 
Basic (GBP)                                                     13      0.23         0.15 
Diluted (GBP)                                                   13      0.23         0.15 
------------------------------------------------------------  ----  --------  ----------- 
 

The notes to the financial statements form part of this financial information.

Details of the restatement are provided in note 36.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2022

 
                                                       31 March     31 March 
                                                           2022         2021 
                                                                 as restated 
                                                 Note    GBP000       GBP000 
-----------------------------------------------  ----  --------  ----------- 
Non-current assets 
Property, plant and equipment                      14     2,656        3,012 
Right -- of -- use assets                          23     8,260        9,120 
Intangible assets                                  15     4,431        3,012 
Investments at FVTPL                               16     2,781        2,075 
Investments in equity accounted joint ventures     17         -          251 
Deferred tax asset                                 25       615          977 
Contract costs                                     18     3,976          712 
Trade and other receivables                        19     3,260        3,411 
-----------------------------------------------  ----  --------  ----------- 
                                                         25,979       22,570 
-----------------------------------------------  ----  --------  ----------- 
Current assets 
Contract costs                                     18       579          125 
Trade and other receivables                        19    17,947       16,470 
Cash and cash equivalents                          20    54,289       39,431 
-----------------------------------------------  ----  --------  ----------- 
                                                         72,815       56,026 
Assets and liabilities of disposal group 
 classified as held for sale                       32        64           64 
-----------------------------------------------  ----  --------  ----------- 
Current liabilities 
Trade and other payables                           21  (23,978)     (20,644) 
Loans and borrowings                               22     (660)        (688) 
Lease liabilities                                  23   (2,302)      (2,157) 
-----------------------------------------------  ----  --------  ----------- 
                                                       (26,940)     (23,489) 
-----------------------------------------------  ----  --------  ----------- 
Net current assets                                       45,939       32,601 
Non-current liabilities 
Trade and other payables                           21      (64)        (295) 
Loans and borrowings                               22   (3,030)      (3,636) 
Lease liabilities                                  23   (8,106)      (9,862) 
Provisions                                         24     (933)            - 
Deferred tax liability                             25   (1,198)      (1,581) 
-----------------------------------------------  ----  --------  ----------- 
                                                       (13,331)     (15,374) 
-----------------------------------------------  ----  --------  ----------- 
Net assets                                               58,587       39,797 
-----------------------------------------------  ----  --------  ----------- 
Equity 
Share capital                                      27         -            - 
Share premium                                      27    32,040       32,040 
Own share reserve                                  27     (454)            - 
Share-based payment reserve                        27       481            - 
Group reorganisation reserve                       27        30           30 
Retained earnings                                  27    26,490        7,727 
-----------------------------------------------  ----  --------  ----------- 
Total equity                                             58,587       39,797 
-----------------------------------------------  ----  --------  ----------- 
 

The financial statements were approved and authorised for issue by the Board of Directors on 11 July 2022 and were signed on its behalf by:

 
 Gary Fraser       Geoffrey Gavey 
 Chief Financial   Director 
  Officer 
 

The notes to the financial statements form part of this financial information.

Details of the restatements are provided in note 36.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2022

 
                                                                          Group 
                                                      Share-based           re- 
                           Share    Share  Own share      payment  organisation  Retained    Total 
                         capital  premium    reserve      reserve       reserve  earnings   equity 
                          GBP000   GBP000     GBP000       GBP000        GBP000    GBP000   GBP000 
----------------------  --------  -------  ---------  -----------  ------------  --------  ------- 
At 1 April 2021                -   32,040          -            -            30     7,727   39,797 
Profit for the period          -        -          -            -             -    25,076   25,076 
Other comprehensive 
 income                        -        -          -            -             -     (138)    (138) 
----------------------  --------  -------  ---------  -----------  ------------  --------  ------- 
Total comprehensive 
 income                        -        -          -            -             -    24,938   24,938 
Contributions by 
 and distributions 
 to owners 
Dividends                      -        -          -            -             -   (6,175)  (6,175) 
Purchase of own 
 shares                        -        -      (454)            -             -         -    (454) 
Share-based payments           -        -          -          459             -         -      459 
Deferred tax                   -        -          -           22             -         -       22 
At 31 March 2022               -   32,040      (454)          481            30    26,490   58,587 
----------------------  --------  -------  ---------  -----------  ------------  --------  ------- 
 
 
                                                                                Group 
                                                            Share-based           re- 
                                 Share    Share  Own share      payment  organisation  Retained     Total 
                               capital  premium    reserve      reserve       reserve  earnings    equity 
                                GBP000   GBP000     GBP000       GBP000        GBP000    GBP000    GBP000 
-----------------------------  -------  -------  ---------  -----------  ------------  --------  -------- 
At 1 April 2020                      1        -          -          101            30    15,701    15,833 
Profit for the period                -        -          -            -             -    15,174    15,174 
Other comprehensive 
 income                              -        -          -            -             -     (293)     (293) 
-----------------------------  -------  -------  ---------  -----------  ------------  --------  -------- 
Total comprehensive 
 income                              -        -          -            -             -    14,881    14,881 
Contributions by 
 and distributions 
 to owners 
Premium on issue 
 of shares                           -   35,000          -            -             -         -    35,000 
Share issue costs                    -  (2,960)          -            -             -         -   (2,960) 
Dividends and distributions 
 to equity members                   -        -          -            -             -  (18,229)  (18,229) 
Share-based payments                 -        -          -           35             -         -        35 
Share buyback (cancellation)         -        -          -            -             -      (10)      (10) 
Transfer of share-based 
 payments to retained 
 earnings on vesting 
 of Foresight Plans                  -        -          -         (26)             -        26         - 
Transfer of share-based 
 payments to retained 
 earnings on cessation 
 of Foresight Plan                   -        -          -        (110)             -       110         - 
Premium on redemption 
 of Preference Shares                -        -          -            -             -   (4,752)   (4,752) 
Redemption of Preference 
 Shares                            (1)        -          -            -             -         -       (1) 
-----------------------------  -------  -------  ---------  -----------  ------------  --------  -------- 
At 31 March 2021                     -   32,040          -            -            30     7,727    39,797 
-----------------------------  -------  -------  ---------  -----------  ------------  --------  -------- 
 

The notes to the financial statements form part of this financial information.

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 March 2022

 
                                                           31 March     31 March 
                                                               2022         2021 
                                                                     as restated 
                                                     Note    GBP000       GBP000 
---------------------------------------------------  ----  --------  ----------- 
Cash generated from operations                               29,130       17,268 
Tax paid                                                    (3,399)        (174) 
Other interest paid                                    11       (4)          (7) 
Loan interest paid                                             (97)            - 
Interest on lease liabilities                                 (564)        (621) 
---------------------------------------------------  ----  --------  ----------- 
Net cash from operating activities                           25,066       16,466 
---------------------------------------------------  ----  --------  ----------- 
Cash flows from investing activities 
Acquisition of property, plant and equipment           14     (398)        (141) 
Acquisition of intangible assets                       15     (171)         (48) 
Acquisition of investments at FVTPL                    16     (712)        (881) 
Sale of investments at FVTPL                                    752          230 
Proceeds on disposal of fixed assets                              3          450 
Interest received                                      11         2            3 
Proceeds on disposal of Group entities                            -          819 
Acquisition of subsidiaries                            31     (339)        2,348 
---------------------------------------------------  ----  --------  ----------- 
Net cash from investing activities                            (863)        2,780 
---------------------------------------------------  ----  --------  ----------- 
Cash flows from financing activities 
Dividends and distributions to equity members          28   (6,175)     (18,229) 
Share buyback                                          28         -         (10) 
Shareholder loan repaid                                           -        (750) 
FGLLP members' capital contributions                             61        1,455 
Redemption and premium on redemption of Preference 
 Shares                                                28         -      (4,753) 
Purchase of own shares                                 27     (454)            - 
Repayment of lease liabilities (principal)                  (2,155)      (2,570) 
Repayment of loan liabilities (principal)                     (622)            - 
Gross proceeds of IPO share issue                      27         -       35,000 
Costs of IPO share issue                               27         -      (2,960) 
---------------------------------------------------  ----  --------  ----------- 
Net cash from financing activities                          (9,345)        7,183 
---------------------------------------------------  ----  --------  ----------- 
Net increase in cash and cash equivalents                    14,858       26,429 
Cash and cash equivalents at beginning of 
 period                                                      39,431       13,002 
---------------------------------------------------  ----  --------  ----------- 
Cash and cash equivalents at end of period                   54,289       39,431 
---------------------------------------------------  ----  --------  ----------- 
Reconciliation of profit before tax to cash 
 generated from operations 
Profit before taxation                                       27,869       15,655 
Gain on business combination                                (1,012)        (174) 
Profit from share in joint venture                             (53)         (26) 
Fair value gains on investments                               (638)        (192) 
Finance costs                                          11       653          710 
Finance income                                         11       (2)          (3) 
Share-based payment                                     8       459           35 
Depreciation and amortisation                                 3,485        2,648 
Loss/(profit) on disposal of tangible and 
 intangible fixed assets                                         33        (170) 
Gain on disposal of investments at FVTPL                      (108)            - 
Foreign currency losses                                       (163)        (295) 
(Increase)/decrease in contract costs                       (3,718)           19 
Increase in trade and other receivables                       (222)      (4,526) 
Increase in trade and other payables                          2,547        3,587 
---------------------------------------------------  ----  --------  ----------- 
Total                                                        29,130       17,268 
---------------------------------------------------  ----  --------  ----------- 
 

The notes to the financial statements form part of this financial information.

Details of the restatements are provided in note 36.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2022

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 Ground Floor, Dorey

Court, Admiral Park, St Peter Port, Guernsey GY1 2HT. The consolidated financial statements (the "Group financial statements") comprise the financial statements of the Company and its subsidiaries. Details of subsidiaries are disclosed in note 16.

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, including the impact of COVID-19 on global markets and potential implications for the Group's financial performance. The Board reviewed the Group's cash flow forecasts and trading budgets for a period of at least 12 months from the date of approval of these accounts, 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 COVID-19 on 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 lower fundraising and deployment and lower valuations. Worst case scenarios included the loss of key management contracts and a terrorist attack on the Shard. 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.

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 2022. 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 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. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 March 2022. 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.

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 profit or loss. 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 2021 or will become effective in later periods.

New standards, interpretations and amendments adopted from 1 April 2021

There were no new standards adopted during the year.

New standards not yet implemented

There were no standards or interpretations that were in issue and required to be adopted by the Group as at the date of authorisation of these consolidated financial statements. No standards or interpretations have been issued that 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 recycled to the income statement on disposal or liquidation of the relevant branch or subsidiary.

B. Use of judgements and estimates

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 8

Recognition and measurement of intangible assets - see notes 15 and 31

Valuation of investments - see note 16(a)

Key judgements

These are as follows:

Consolidation of VCF Partners

VCF Partners was a general partnership of which Gary Fraser and David Hughes were the sole members and was used to hold certain of Foresight Group's leasehold interests. Soon after the IPO, these leasehold interests, together with the other assets and liabilities of VCF Partners, were transferred to VCF II LLP.

Despite it being a general partnership and not a subsidiary, VCF Partners was considered to meet the requirements for consolidation, on the basis that VCF Partners was judged to be effectively controlled by the Company and is therefore included in the consolidated financial statements. Following the transfer of assets and liabilities to VCF II LLP, VCF Partners has now been closed.

Impairment of intangible assets - see note 15

Contract costs - see note 18

Deferred tax assets - see note 25

IPO costs - see note 27

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.

Other income is based on the contract agreed before services are provided and is recognised in line with the delivery of the services provided.

 
                             31 March  31 March 
                                 2022      2021 
                               GBP000    GBP000 
---------------------------  --------  -------- 
Management fees                70,906    50,245 
Secretarial fees                1,413     9,828 
Directors' fees                 2,506     2,306 
---------------------------  --------  -------- 
Recurring fees                 74,825    62,379 
Marketing fees                  5,046     2,841 
Arrangement fees                2,964     3,858 
Performance incentive fees      3,232         - 
Other income                        4        20 
---------------------------  --------  -------- 
                               86,071    69,098 
---------------------------  --------  -------- 
 

The timing of revenue is as follows:

 
                                            31 March  31 March 
                                                2022      2021 
                                              GBP000    GBP000 
------------------------------------------  --------  -------- 
Timing of transfer of goods and services: 
Point in time                                 11,246     6,719 
Over time                                     74,825    62,379 
------------------------------------------  --------  -------- 
                                              86,071    69,098 
------------------------------------------  --------  -------- 
 

Contract balances are as follows:

 
                                                                31 March     31 March 
                                                                    2022         2021 
                                                                Contract     Contract 
                                                             liabilities  liabilities 
                                                                  GBP000       GBP000 
-----------------------------------------------------------  -----------  ----------- 
At beginning of period                                             (541)         (73) 
Amounts included in contract liabilities that were 
 recognised as revenue during the period                             541           73 
Cash received in advance of performance and not recognised 
 as revenue during the period                                      (134)        (541) 
-----------------------------------------------------------  -----------  ----------- 
At end of period                                                   (134)        (541) 
-----------------------------------------------------------  -----------  ----------- 
 

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.

FCM had previously been included within Infrastructure but, as reported in the Business Review in the Annual Report for the year ended 31 March 2021, from FY22 onwards it is to be treated as a separate business unit. Accordingly, segmental revenue has been re-presented for the year ended 31 March 2021.

FCM commenced in 2017 and had FUM of GBP1.1 billion at 31 March 2021 which had grown further to GBP1.6 billion at 31 March 2022.

The Group's senior management assesses the performance of the operating segments based on revenue.

Revenue is measured in a manner consistent with that in the income statement. Segmental revenue is set out below:

 
                               31 March  31 March 
                                   2022      2021 
                                 GBP000    GBP000 
-----------------------------  --------  -------- 
Infrastructure                   50,753    43,392 
Private Equity                   23,874    18,225 
Foresight Capital Management     11,444     7,481 
-----------------------------  --------  -------- 
                                 86,071    69,098 
-----------------------------  --------  -------- 
 

Revenue by region is summarised below:

 
                 31 March  31 March 
                     2022      2021 
                   GBP000    GBP000 
---------------  --------  -------- 
United Kingdom     78,562    65,999 
Italy                 778     1,177 
Luxembourg          5,312       676 
Spain                 568       533 
Australia             851       713 
---------------  --------  -------- 
                   86,071    69,098 
---------------  --------  -------- 
 

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 FY22 were GBP23,555,000, of which GBP19,147,000 was attributable to Infrastructure, GBP3,225,000 to Private Equity and GBP1,183,00 to FCM.

Non-current assets (excluding deferred tax assets, contract costs and trade and other receivables) by region are summarised below:

 
             31 March  31 March 
                 2022      2021 
               GBP000    GBP000 
-----------  --------  -------- 
UK             14,016    15,397 
Italy           2,021       808 
Luxembourg      1,521       778 
Spain             566       486 
Australia           4         1 
-----------  --------  -------- 
               18,128    17,470 
-----------  --------  -------- 
 

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 aide 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 March     31 March 
                                    2022         2021 
                                          as restated 
                                  GBP000       GBP000 
------------------------------  --------  ----------- 
Staff costs                       35,395       33,751 
Depreciation and amortisation      3,485        2,648 
Legal and professional             6,067        5,984 
Other administration costs         9,451        6,500 
------------------------------  --------  ----------- 
                                  54,398       48,883 
------------------------------  --------  ----------- 
 

Details of the restatement are provided in note 36.

Other administrative costs mainly relate to irrecoverable VAT, computer maintenance, conferences, minor capital purchases written off, bank charges and sundries.

Specific administrative expenses are as follows:

 
                                            31 March  31 March 
                                                2022      2021 
                                              GBP000    GBP000 
------------------------------------------  --------  -------- 
Auditor's remuneration                           587       419 
Net foreign exchange gains                     (222)     (251) 
Low-value and short-term lease expenses          117       241 
Bad debt write-offs                              138       112 
Loss/(profit) on disposal of fixed assets         33     (170) 
------------------------------------------  --------  -------- 
 

Auditor's remuneration is further disclosed as follows:

 
                                        31 March  31 March 
                                            2022      2021 
                                          GBP000    GBP000 
--------------------------------------  --------  -------- 
Audit services 
Statutory audit - Company                     77       124 
                       - Subsidiaries        238       109 
--------------------------------------  --------  -------- 
Total audit services                         315       233 
--------------------------------------  --------  -------- 
Non-audit services 
Regulatory assurance services                 34        13 
Other assurance services                     133       196 
Other services                               105        35 
Total non-audit services                     272       244 
--------------------------------------  --------  -------- 
Total audit and non-audit services           587       477 
--------------------------------------  --------  -------- 
 

In FY21, total auditor's remuneration was GBP477,000 of which GBP419,000 was expensed in the Statement of Comprehensive Income and GBP57,500 was taken to share premium. This was due to the attribution of IPO costs between the issuing and listing of shares (see note 27) as GBP115,000 of auditor's remuneration related to interim audit services specifically for the IPO.

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, in FY22 the interim review of the Half-year Report and 
       in FY21 the interim non-statutory audit work in relation to 
       the IPO 
 --   Other services: These services are in respect of an offer for 
       new shares in Foresight VCT plc, Foresight Enterprise VCT plc 
       and Foresight Solar & Technology VCT plc (FY22 and FY21) 
 

7. Staff costs and Directors' remuneration

The average number of employees was:

 
                      31 March  31 March 
                          2022      2021 
                        Number    Number 
--------------------  --------  -------- 
Operations                 135       135 
Sales and Marketing         46        40 
Administration              70        58 
--------------------  --------  -------- 
                           251       233 
--------------------  --------  -------- 
 

Their aggregate remuneration comprised:

 
                                    31 March  31 March 
                                        2022      2021 
                                      GBP000    GBP000 
----------------------------------  --------  -------- 
Wages and salaries                    29,556    26,666 
Social security costs                  2,744     2,380 
Pension costs                            608       601 
Other staff costs                      2,028     1,323 
----------------------------------  --------  -------- 
                                      34,936    30,970 
Distributions                              -     2,746 
Share-based payments (see note 8)        459        35 
----------------------------------  --------  -------- 
Total staff costs                     35,395    33,751 
----------------------------------  --------  -------- 
 

Details regarding the total remuneration paid to Directors is disclosed in the Remuneration Committee Report (see pages 126 to 136 of the FY22 Annual Report).

8. Share-based payments

Accounting policy:

The Group engages in share-based payment transactions 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. These have been accounted for as equity-settled share-based payments.

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. The corresponding credit is recognised in retained earnings within total equity. 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.

Estimation uncertainty and judgements:

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. The first grant of options under the plan was made on 6 September 2021 as approved by the Remuneration Committee. The number of options awarded totalled 1,071,830 and have been fair valued using a Monte-Carlo simulation and appropriate retention rate % based on historical evidence. The assumptions used in the Monte-Carlo simulation are described below.

 
                         31 March  31 March 
                             2022      2021 
                           GBP000    GBP000 
-----------------------  --------  -------- 
Performance Share Plan        299         - 
Share Incentive Plan          160         - 
Foresight Plan                  -        35 
                              459        35 
-----------------------  --------  -------- 
 

Performance Share Plan

The Remuneration Committee approved the implementation of the Performance Share Plan ("PSP") during the year. 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 as set out in the Remuneration Committee Report. The exercise price is GBPnil. 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 2022 since Admission was 1%.

Details of movements in the number of shares are as follows:

 
                                          31 March 2022             31 March 2021 
                                      ----------------------  ------------------------- 
                                                     Average                    Average 
                                                    exercise                   exercise 
                                                       price 
                                          Number   per share      Number      price per 
                                       of shares      option   of shares   share option 
                                         granted         GBP     granted            GBP 
------------------------------------  ----------  ----------  ----------  ------------- 
At the beginning of period                     -           -           -              - 
Granted                                1,071,830           -           -              - 
Vested                                         -           -           -              - 
Extinguished                                   -           -           -              - 
------------------------------------  ----------  ----------  ----------  ------------- 
Awards outstanding at end of period    1,071,830           -           -              - 
------------------------------------  ----------  ----------  ----------  ------------- 
 

No options expired during the periods covered by the above table.

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

 
                                                                    Share 
                                                                  options  Share options 
                                                     Exercise    31 March       31 March 
Grant date                         Expiry date          price        2022           2021 
-------------------------  -------------------  -------------  ----------  ------------- 
4 September 2022                  31 July 2024              -   1,071,830              - 
-------------------------  -------------------  -------------  ----------  ------------- 
 
Weighted average remaining contractual life of options         2.33 years              - 
 outstanding at end of period 
-------------------------------------------------------------  ----------  ------------- 
 

Fair value of options granted

The assumptions used in the Monte-Carlo simulation were as follows:

 
 --   Starting share price of 378.4 pence (the three month average 
       share price of the Company on the date of grant) 
 --   Annual volatility of 40% (based on volatility of share price 
       from IPO to grant date) 
 --   Vesting period of three years 
 --   Holding period of two years with associated 30% deduction for 
       lack of marketability (based on empirical studies) 
 --   Exercise price of 0 pence 
 --   Risk-free rate of 1% per annum which has been used as a discount 
       factor (based on government bond yields) 
 --   Annual dividend of 14 pence per annum 
 

The simulation based on these assumptions resulted in a fair value of 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 GBP1,800 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 Yorkshire Building Society (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 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.

At 31 March 2022, the number of matching shares purchased for GBP454,000 was 107,769. An additional 45,000 shares were transferred into trust from Foresight Guernsey Limited (see IPO Prospectus) so that the total matching shares held in trust was 152,769.

Foresight Plan

The Foresight Plan was introduced in 2014 and provided for the grant of shares to members of staff. Shares granted under the Foresight Plan vested after the members of staff had reached an uninterrupted period of service of ten years with Foresight Group (or any of its subsidiaries). Shares granted under the Foresight Plan were accounted for as equity-settled. The Foresight Plan ceased in February 2021.

The equity-settled payments below represent the share-based payments related to the Foresight Plan. The valuation attributed to the payments was on an EBITDA market multiple basis; this did not take into consideration any future dividends or other features of equity instruments in determining this valuation.

Total expense for each year in which shares were granted (excluding national insurance) was as follows:

 
                                                                                 31 March  31 March 
                                                                                     2022      2021 
Year of grant                                                                         GBP       GBP 
------------------------------------------------------------------------------  ---------  -------- 
2014                                                                                    -         - 
2015                                                                                    -     6,589 
2016                                                                                    -         - 
2017                                                                                    -       587 
2018                                                                                    -     5,721 
2019                                                                                    -     7,577 
2020                                                                                    -    14,752 
2021                                                                                    -         - 
------------------------------------------------------------------------------  ---------  -------- 
Total Foresight share-based payments expense reported in comprehensive income           -    35,226 
------------------------------------------------------------------------------  ---------  -------- 
 

Unvested shares outstanding under the Foresight Plan were as follows:

 
                                         31 March 2022         31 March 2021 
                                      -------------------  --------------------- 
                                                 Weighted               Weighted 
                                        Number               Number 
                                            of    average        of      average 
                                                    share 
                                        shares      price    shares  share price 
                                       granted        GBP   granted          GBP 
------------------------------------  --------  ---------  --------  ----------- 
At the beginning of period                   -          -    45,605            6 
Granted                                      -          -    11,654            4 
Vested                                       -          -   (1,830)         (12) 
Extinguished                                 -          -  (55,429)          (4) 
------------------------------------  --------  ---------  --------  ----------- 
Awards outstanding at end of period          -          -         -            - 
------------------------------------  --------  ---------  --------  ----------- 
 

9. Core EBITDA

The Group uses Core EBITDA and Core EBITDA pre share-based payments 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 share-based payments is shown as the Group considers that there is no cash alternative to the share-based payments and due to their uncontrollable nature. Core EBITDA and Core EBITDA pre share-based payments 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.

The specific items excluded from Core EBITDA and Core EBITDA pre share-based payments are non-underlying items. Non-underlying 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 are non-underlying items for the purposes of calculating Core EBITDA and Core EBITDA pre share-based payments:

 
 --   Non-operational legal costs. These are costs related to a series 
       of proposed corporate transactions over the period and redundancy 
       costs relating to a restructuring of the business. The corporate 
       transaction costs relate to professional and other costs incurred 
       in preparing the Group for an IPO and therefore are not considered 
       to be related to the Group's ongoing business operations. Non-operational 
       legal costs of GBP2.7 million in the financial year ended 31 
       March 2021 related to IPO costs 
 --   Distributions made to members classified as remuneration expenses 
       under IFRS have been added back as these are considered to be 
       equity transactions. These expenses were related to distribution 
       of the Group profit. They were variable as they were dependent 
       on Group profit and also the timing of when the distributions 
       were made 
 --   Staff advances expensed have been added back as these are not 
       deemed to reflect the core underlying performance of the business 
 --   Other operating income as per note 10 below which is not expected 
       to recur. This relates to Shirebrook development fees and grant 
       income from a government support programme introduced in response 
       to the COVID-19 global pandemic 
 --   Profits or losses on disposal of fixed assets are added back 
       as these are classed as non -- recurring 
 --   Profits or losses arising on acquisition of subsidiaries are 
       added back as these are classed as non -- recurring 
 --   All depreciation and amortisation costs are added back 
 --   All financing and taxation costs are added back 
 

A reconciliation of retained profit to Core EBITDA and Core EBITDA pre share-based payments is set out below:

 
                                                       31 March  31 March 
                                                           2022      2021 
                                                         GBP000    GBP000 
-----------------------------------------------------  --------  -------- 
Net profit after other comprehensive income              24,938    14,881 
Add back depreciation and amortisation                    3,485     2,649 
Add back non-operational staff costs 
  Distributions                                               -     2,746 
  Staff advances expensed                                   580       440 
  Other                                                     148         - 
Add back non-operational legal costs                          -     2,744 
Loss/(profit) on disposal of tangible and intangible 
 fixed assets                                                33     (170) 
Gain on business combination                            (1,012)     (174) 
Deduct other operating income                             (250)     (394) 
Add back financing                                          651       707 
Add back tax                                              2,793       481 
Core EBITDA                                              31,366    23,910 
Share-based payments                                        459         - 
Core EBITDA pre share-based payments                     31,825    23,910 
-----------------------------------------------------  --------  -------- 
 

10. Other operating income

Accounting policy:

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

 
                                               31 March  31 March 
                                                   2022      2021 
                                                 GBP000    GBP000 
---------------------------------------------  --------  -------- 
Fees arising from the Shirebrook development        250       348 
Grant income                                          -        46 
---------------------------------------------  --------  -------- 
                                                    250       394 
---------------------------------------------  --------  -------- 
 

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 GBP2.4 million had been recognised, which reflects total contractual fees on the development.

Grant income

The Group applied for a government support programme introduced in response to the COVID-19 global pandemic in the year ended 31 March 2021. It related to the payroll of the Group's employees and the Group does not have any unfulfilled obligations relating to this programme.

11. Finance income and expense

Accounting policy:

Finance income

Finance income comprises interest receivable on cash deposits. Interest income is recognised in profit or loss as it accrues using the effective interest method.

Finance costs

Finance costs comprise interest payable on leases, borrowings and direct issue costs and are expensed in the period in which they are incurred.

 
                                                                            31 March  31 March 
                                                                                2022      2021 
                                                                              GBP000    GBP000 
--------------------------------------------------------------------------  --------  -------- 
Finance income 
Bank interest receivable                                                           2         3 
Total finance income                                                               2         3 
--------------------------------------------------------------------------  --------  -------- 
Finance expenses 
Other interest payable                                                             4         7 
Loan interest (accrued)                                                           85        82 
Interest on lease liabilities                                                    564       621 
--------------------------------------------------------------------------  --------  -------- 
Total finance expense on financial liabilities measured at amortised cost        653       710 
--------------------------------------------------------------------------  --------  -------- 
Net finance expense recognised in the Statement of Comprehensive Income        (651)     (707) 
--------------------------------------------------------------------------  --------  -------- 
 

The above finance income and expense includes the following in respect of assets (liabilities) not at fair value through profit or loss:

 
                                                 31 March  31 March 
                                                     2022      2021 
                                                   GBP000    GBP000 
-----------------------------------------------  --------  -------- 
Total finance income on financial assets                2         3 
Total finance expense on financial liabilities      (653)     (710) 
-----------------------------------------------  --------  -------- 
                                                    (651)     (707) 
-----------------------------------------------  --------  -------- 
 

12. 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 statement of profit or loss, 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 25.

 
                                                          31 March  31 March 
                                                              2022      2021 
                                                            GBP000    GBP000 
--------------------------------------------------------  --------  -------- 
Current tax 
UK corporation tax                                           3,098         - 
Foreign taxation                                                66       111 
Adjustments in respect of prior periods (foreign tax)            5       134 
--------------------------------------------------------  --------  -------- 
Total current tax charge                                     3,169       245 
--------------------------------------------------------  --------  -------- 
Deferred tax 
Origination and reversal of temporary differences            (376)       236 
Total deferred tax                                           (376)       236 
--------------------------------------------------------  --------  -------- 
Tax on profit on ordinary activities                         2,793       481 
--------------------------------------------------------  --------  -------- 
Total tax expense 
From above                                                   2,793       481 
Share of tax expense of equity accounted joint ventures         21        14 
--------------------------------------------------------  --------  -------- 
                                                             2,814       495 
--------------------------------------------------------  --------  -------- 
 

The effective tax rate has varied through the historical period, and is explained as:

 
                                                 31 March  31 March 
                                                     2022      2021 
                                                   GBP000    GBP000 
-----------------------------------------------  --------  -------- 
Profit for the year                                25,076    15,174 
Add back total tax                                  2,814       495 
-----------------------------------------------  --------  -------- 
Profit before all tax                              27,890    15,669 
-----------------------------------------------  --------  -------- 
Profit before tax at 19%                            5,299     2,977 
Profits not assessable to corporation tax           (762)     (405) 
Profit share allocation from partnership funds        654      (78) 
Unrecognised deferred tax                             350     (446) 
Adjustments to previous periods                         5       134 
Differences on overseas tax rate                  (4,126)   (2,213) 
Remeasurement of deferred tax                         150         - 
Expenses not deductible for tax purposes            1,482       579 
Other - share-based payments                         (46)      (20) 
Gain on business combination                        (192)      (33) 
-----------------------------------------------  --------  -------- 
Total tax charge                                    2,814       495 
-----------------------------------------------  --------  -------- 
 

The Company is resident for taxation purposes in Guernsey and its income is subject to income 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.

13. 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 (see note 27).

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 8 for Performance Share Plan).

 
                                                                                                 31 March  31 March 
                                                                                                     2022      2021 
                                                                                                   GBP000    GBP000 
-----------------------------------------------------------------------------------------------  --------  -------- 
Earnings 
Earnings for the purposes of basic earnings per share, being profit attributable to the owners 
 of the parent company                                                                             25,076    15,174 
-----------------------------------------------------------------------------------------------  --------  -------- 
 
 
                                                         31 March  31 March 
                                                             2022      2021 
                                                             '000      '000 
-------------------------------------------------------  --------  -------- 
Number of shares 
Weighted average number of shares in issue during 
 the period                                               108,333   101,780 
Less time apportioned own shares held                       (133)         - 
-------------------------------------------------------  --------  -------- 
Weighted average number of Ordinary Shares for the 
 purpose of basic earnings per share                      108,200   101,780 
Add back weighted average number of dilutive potential 
 shares                                                       608         - 
-------------------------------------------------------  --------  -------- 
Weighted average number of Ordinary Shares for the 
 purpose of diluted earnings per share                    108,808   101,780 
-------------------------------------------------------  --------  -------- 
Earnings per share Group (Basic) (GBP)                       0.23      0.15 
-------------------------------------------------------  --------  -------- 
Earnings per share Group (Diluted) (GBP)                     0.23      0.15 
-------------------------------------------------------  --------  -------- 
 

14. 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 
   --     Long leasehold flat 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.

 
                                                      Short       Long 
                                       Fixtures, 
                                        fittings  leasehold  leasehold     Motor 
                                   and equipment   property       flat  vehicles   Total 
                                          GBP000     GBP000     GBP000    GBP000  GBP000 
---------------------------------  -------------  ---------  ---------  --------  ------ 
Cost 
At 1 April 2021                              341      5,385          -        15   5,741 
Additions                                    308         90          -         -     398 
Foreign exchange movement                    (2)        (1)          -         -     (3) 
Disposals                                  (193)          -          -         -   (193) 
---------------------------------  -------------  ---------  ---------  --------  ------ 
At 31 March 2022                             454      5,474          -        15   5,943 
---------------------------------  -------------  ---------  ---------  --------  ------ 
 
Depreciation 
At 1 April 2021                              193      2,531          -         5   2,729 
Depreciation charge for the year             172        576          -         3     751 
Disposals                                  (191)          -          -         -   (191) 
Foreign exchange movement                    (1)        (1)          -         -     (2) 
---------------------------------  -------------  ---------  ---------  --------  ------ 
At 31 March 2022                             173      3,106          -         8   3,287 
---------------------------------  -------------  ---------  ---------  --------  ------ 
Net book value at 31 March 2022              281      2,368          -         7   2,656 
---------------------------------  -------------  ---------  ---------  --------  ------ 
 
 
                                                      Short       Long 
                                       Fixtures, 
                                        fittings  leasehold  leasehold     Motor 
                                   and equipment   property       flat  vehicles   Total 
                                          GBP000     GBP000     GBP000    GBP000  GBP000 
---------------------------------  -------------  ---------  ---------  --------  ------ 
Cost 
At 1 April 2020                              322      5,364        326        15   6,027 
Additions                                    113         28          -         -     141 
Foreign exchange movement                      -        (7)          -         -     (7) 
Disposals                                   (94)          -      (326)         -   (420) 
---------------------------------  -------------  ---------  ---------  --------  ------ 
At 31 March 2021                             341      5,385          -        15   5,741 
---------------------------------  -------------  ---------  ---------  --------  ------ 
 
Depreciation 
At 1 April 2020                              139      1,960         20         2   2,121 
Depreciation charge for the year             145        575         26         3     749 
Disposals                                   (93)          -       (46)         -   (139) 
Foreign exchange movement                      2        (4)          -         -     (2) 
---------------------------------  -------------  ---------  ---------  --------  ------ 
At 31 March 2021                             193      2,531          -         5   2,729 
---------------------------------  -------------  ---------  ---------  --------  ------ 
Net book value at 31 March 2021              148      2,854          -        10   3,012 
---------------------------------  -------------  ---------  ---------  --------  ------ 
 

15. Intangible assets

Accounting policy:

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.

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.

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 Statement of Comprehensive Income.

Estimation uncertainty and judgements:

Acquisition of FV Solar Lab S.R.L.

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 discounted profitability model, with reference to the projected profitability of the fund over three years based on internal forecasts and a weighted average cost of capital ("WACC") of 7% using various inputs to reflect the operations which are principally based in Italy.

A 1% increase in the WACC would result in a decrease in the intangible asset recognised by GBP26,000; likewise, a 1% decrease would result in an increase of GBP27,000. The intangible asset is amortised over three years. An impairment review was undertaken by reference to the ongoing revenue to which the investment management contracts relate. There were no indicators of impairment of the asset at the reporting date.

Acquisition of PiP Manager Limited

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 discounted profitability model, with reference to the projected profitability of the fund over 20 years based on internal forecasts and a weighted average cost of capital ("WACC") of 13.75% using various inputs to reflect the operations which are principally based in the UK.

A 1% increase in the WACC would result in a decrease in the intangible asset recognised by GBP123,000; likewise, a 1% decrease would result in an increase of GBP133,000. The intangible asset is amortised over 20 years. An impairment review was undertaken by reference to the AUM of the funds to which the investment management contracts relate. There were no indicators of impairment of the asset at the reporting date.

Impairment of intangible assets

In determining whether there are indicators of impairment of the Group's intangible assets, the Directors take into consideration various factors including the economic viability and expected future financial performance of the asset and, when it relates to the intangible assets arising from investment management contracts, the expected future performance of the contract acquired.

 
                                  Computer   Customer 
                                  software  contracts   Total 
                                    GBP000     GBP000  GBP000 
--------------------------------  --------  ---------  ------ 
Cost 
At 1 April 2021                        479      2,914   3,393 
Additions                              171          -     171 
Business combinations                    -      1,679   1,679 
Disposals                                -       (35)    (35) 
--------------------------------  --------  ---------  ------ 
At 31 March 2022                       650      4,558   5,208 
--------------------------------  --------  ---------  ------ 
Amortisation/impairment 
At 1 April 2021                        289         92     381 
Charge for the year                    105        292     397 
Disposals                                -        (1)     (1) 
--------------------------------  --------  ---------  ------ 
At 31 March 2022                       394        383     777 
--------------------------------  --------  ---------  ------ 
Net book value at 31 March 2022        256      4,175   4,431 
--------------------------------  --------  ---------  ------ 
 
 
                                  Computer   Customer 
                                  software  contracts   Total 
                                    GBP000     GBP000  GBP000 
--------------------------------  --------  ---------  ------ 
Cost 
At 1 April 2020                        663          -     663 
Additions                               13         35      48 
Business combinations                    -      2,879   2,879 
Disposals                            (197)          -   (197) 
--------------------------------  --------  ---------  ------ 
At 31 March 2021                       479      2,914   3,393 
--------------------------------  --------  ---------  ------ 
Amortisation/impairment 
At 1 April 2020                        391          -     391 
Charge for the year                     95         92     187 
Disposals                            (197)          -   (197) 
--------------------------------  --------  ---------  ------ 
At 31 March 2021                       289         92     381 
--------------------------------  --------  ---------  ------ 
Net book value at 31 March 2021        190      2,822   3,012 
--------------------------------  --------  ---------  ------ 
 

The table below shows the carrying amount assigned to each component of customer contracts and the remaining amortisation period.

 
                                                   Carrying     Remaining 
                                                      value  amortisation 
                                                     GBP000        period 
-------------------------------------------------  --------  ------------ 
Acquisition of PiP Manager Limited (see note 31)      2,644      14 years 
Acquisition of FV Solar Lab S.R.L. (see note 31)      1,531     2.5 years 
-------------------------------------------------  --------  ------------ 
                                                      4,175 
-------------------------------------------------  --------  ------------ 
 

The remaining element of intangible assets relates to capitalised software costs, which are amortised over five years. The amortisation charges above are recognised within administrative expenses in the Statement of Comprehensive Income.

16(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:

Fair value is calculated as the share of net assets of the underlying fund to which the investment relates. The underlying fund values its investments in accordance with International Private Equity and Venture Capital ("IPEV") Valuation Guidelines (December 2018 and further COVID-19 guidance for March 2020) developed by the British Venture Capital Association and other organisations.

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 30.

 
                         31 March  31 March 
                             2022      2021 
                           GBP000    GBP000 
-----------------------  --------  -------- 
At beginning of period      2,075     1,233 
Additions                     712       881 
Fair value movements          638       192 
Sales proceeds              (617)     (231) 
Disposal                     (27)         - 
-----------------------  --------  -------- 
At end of period            2,781     2,075 
-----------------------  --------  -------- 
 

Investments comprise investments in underlying funds which are measured at fair value.

16(b). Investments in subsidiaries

The Company has investments in the following undertakings:

 
                                                                       Country of 
Entity                                     Domicile        Type      registration  Interest 
Subsidiary undertakings 
Foresight Solar Australia (UK) 
 Limited                                         UK     Company   England & Wales      100% 
FGB S.à r.l.                        Luxembourg     Company        Luxembourg      100% 
Foresight Group Holdings (UK) Limited            UK     Company   England & Wales      100% 
Foresight Asset Management Limited               UK     Company   England & Wales      100% 
Foresight Fund Managers Limited                  UK     Company   England & Wales      100% 
Foresight Group (SK) Limited                     UK     Company   England & Wales      100% 
Pinecroft Corporate Services Limited             UK     Company   England & Wales      100% 
Foresight Environmental GP Co. 
 Limited                                         UK     Company          Scotland      100% 
Foresight NF GP Limited                          UK     Company   England & Wales      100% 
Foresight Environmental FP GP Co. 
 Limited                                         UK     Company          Scotland      100% 
Foresight NF FP GP Limited                       UK     Company   England & Wales      100% 
Foresight Company 1 Limited                      UK     Company   England & Wales      100% 
Foresight Company 2 Limited                      UK     Company   England & Wales      100% 
Foresight Regional Investment General 
 Partner LLP                                     UK         LLP          Scotland      100% 
Foresight Impact Midlands Engine 
 GP LLP                                          UK         LLP          Scotland      100% 
Foresight Regional Investment II 
 General Partner LLP                             UK         LLP          Scotland      100% 
Foresight Group Equity Finance 
 (SGS) GP LLP                                    UK         LLP          Scotland      100% 
NI Opportunities GP LLP                          UK         LLP          Scotland      100% 
Foresight Legolas Founder Partner 
 GP LLP                                          UK         LLP          Scotland      100% 
Foresight Regional Investment III 
 General Partner LLP                             UK         LLP          Scotland      100% 
AIB Foresight SME Impact General 
 Partner LLP                                     UK         LLP          Scotland      100% 
  Foresight West Yorkshire Business 
    Accelerator General Partner LLP              UK         LLP          Scotland      100% 
AIB Foresight SME Impact Fund GP 
 Limited                                    Ireland     Company           Ireland      100% 
Foresight Infra Hold Co Limited                  UK     Company   England & Wales      100% 
PiP Manager Limited                              UK    Company    England & Wales      100% 
PiP Multi-Strategy Infrastructure 
 Limited                                         UK    Company    England & Wales      100% 
PiP Multi-Strategy Infrastructure 
 (Scotland) Limited                              UK    Company    England & Wales      100% 
PiP Multi-Strategy Infrastructure 
 GP LLP                                          UK        LLP    England & Wales      100% 
Foresight Group CI Limited                 Guernsey    Company           Guernsey      100% 
Foresight European Solar Fund GP 
 Ltd                                         Jersey    Company             Jersey      100% 
Foresight Holdco 2 Limited                       UK    Company    England & Wales      100% 
VCF II LLP                                       UK        LLP    England & Wales      100% 
Foresight Group LLP                              UK        LLP    England & Wales      100% 
Foresight Group Promoter LLP                     UK        LLP    England & Wales      100% 
Foresight Investor LLP                           UK        LLP    England & Wales      100% 
Foresight Group S.R.L.                        Italy    Company              Italy      100% 
FV Solar Lab S.R.L.                           Italy    Company              Italy      100% 
Foresight Group Australia Pty Limited     Australia    Company          Australia      100% 
FGA Ventures Pty Ltd                      Australia    Company          Australia      100% 
Above It Pty Ltd                          Australia    Company          Australia      100% 
Foresight Group Australia Services 
 Pty Limited                              Australia    Company          Australia      100% 
Foresight Group Iberia SL                     Spain    Company              Spain      100% 
Foresight Energy Infrastructure 
 Partners GP S.à r.l.               Luxembourg    Company         Luxembourg      100% 
Foresight Group S.à r.l.            Luxembourg    Company         Luxembourg      100% 
Foresight Group Luxembourg S.A.          Luxembourg    Company         Luxembourg      100% 
Foresight Solar LLP                              UK        LLP    England & Wales      100% 
Foresight European Solar Fund CIP 
 GP Limited                                      UK    Company           Scotland      100% 
Foresight 1 VCT Limited                          UK    Company    England & Wales      100% 
Foresight Energy VCT Limited                     UK    Company    England & Wales      100% 
In liquidation 
Foresight Metering Limited                       UK    Company    England & Wales      100% 
 
 

17. Investments in equity accounted joint ventures

Accounting policy:

Joint ventures are accounted for using the equity method, where the Group's share of post -- acquisition profits and losses and other comprehensive income is recognised in the Statement of Comprehensive Income.

 
                            31 March  31 March 
                                2022      2021 
                              GBP000    GBP000 
--------------------------  --------  -------- 
At beginning of period           251       235 
Share of post-tax profits         53        26 
Foreign exchange movement          -      (10) 
Disposal                       (304)         - 
--------------------------  --------  -------- 
At end of period                   -       251 
--------------------------  --------  -------- 
 

The investment in joint venture related to a joint venture entered into by Foresight Group S.R.L. which held a 50% holding in FV Solar Lab S.R.L.

Joint venture

FV Solar Lab S.R.L. is a separate structured vehicle incorporated and operating in Italy. It was set up by the Group and VEI Green on commencement of ForVEI II, an investment platform which specialises in acquiring solar assets in Italy. The platform was managed by the Group and VEI Green who shared equally in the assets and liabilities of FV Solar Lab S.R.L. and under IFRS 11 this joint arrangement was classified as a joint venture and was included in the consolidated financial statements using the equity method.

On 21 January 2022, the Group acquired VEI Green's 50% holding in FV Solar S.R.L.; see note 31 for business combinations. Consequently, FV Solar Lab S.R.L. ceased to be accounted for as a joint venture under IFRS 11 but as a subsidiary under IFRS 10.

Summarised financial information in relation to the joint venture is presented below up to 21 January 2022:

 
                                                  31 March  31 March 
                                                      2022      2021 
                                                    GBP000    GBP000 
------------------------------------------------  --------  -------- 
Profit or loss                                          53        26 
 
Other comprehensive income 
Translation differences on foreign subsidiaries          -      (10) 
------------------------------------------------  --------  -------- 
Total comprehensive income                              53        16 
------------------------------------------------  --------  -------- 
 

18. 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.

 
                                                31 March     31 March 
                                                    2022         2021 
                                                          as restated 
                                                  GBP000       GBP000 
---------------------------------------------   --------  ----------- 
 
Incremental placement agency fees, of which:       4,555          837 
Non-current assets                                 3,976          712 
Current assets                                       579          125 
----------------------------------------------  --------  ----------- 
 

Incremental placement agency fees have arisen from further interim and final closes of Foresight Energy Infrastructure Partners. See note 36 for explanation for adjustment to corresponding amounts.

19. 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 credit losses and has not recognised any ECLs in the current year (2021: GBPnil).

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 profit or loss.

 
                           31 March     31 March 
                               2022         2021 
                                     as restated 
                             GBP000       GBP000 
-------------------------  --------  ----------- 
Trade receivables            13,383       10,988 
Other receivables             2,310        4,255 
Prepayments                   2,050        1,958 
Staff advances                2,880        2,680 
Tax receivable                  584            - 
 
Less non-current assets: 
Trade receivables             1,120        1,471 
Other receivables                 -            - 
Prepayments                       -            - 
Staff advances                2,140        1,940 
Tax receivable                    -            - 
 
Current assets: 
Trade receivables            12,263        9,517 
Other receivables             2,310        4,255 
Prepayments                   2,050        1,958 
Staff advances                  740          740 
Tax receivable                  584            - 
-------------------------  --------  ----------- 
                             17,947       16,470 
-------------------------  --------  ----------- 
 

The Directors consider that the carrying value of trade and other receivables 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. See note 36 for explanation for adjustment to corresponding amounts.

The ageing profile of the Group's trade receivables is as follows:

 
             31 March  31 March 
                 2022      2021 
               GBP000    GBP000 
-----------  --------  -------- 
Current         7,254     7,139 
Overdue 
< 30 days         705       101 
30-60 days        449       526 
60-90 days         81        77 
> 90 days       4,894     3,145 
-----------  --------  -------- 
               13,383    10,988 
-----------  --------  -------- 
 

The movement in the impairment allowance for trade receivables is as follows:

 
                                                 31 March  31 March 
                                                     2022      2021 
                                                   GBP000    GBP000 
-----------------------------------------------  --------  -------- 
At beginning of period                                232       532 
Written off during the period as uncollectible      (159)     (355) 
Increase during the period                            140        55 
-----------------------------------------------  --------  -------- 
At end of period                                      213       232 
-----------------------------------------------  --------  -------- 
 

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 assets 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 30 for management of credit risk.

20. Cash and cash equivalents

Accounting policy:

Cash and cash equivalents comprise cash on hand and cash at banks.

 
                                                       31 March  31 March 
                                                           2022      2021 
                                                         GBP000    GBP000 
-----------------------------------------------------  --------  -------- 
Cash and cash equivalents per Statement of Financial 
 Position                                                54,289    39,431 
Cash and cash equivalents per Cash Flow Statement        54,289    39,431 
-----------------------------------------------------  --------  -------- 
 

21. 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.

 
                                    31 March  31 March 
                                        2022      2021 
                                      GBP000    GBP000 
----------------------------------  --------  -------- 
Trade payables                         1,322     1,175 
Accruals                              12,459     8,697 
Deferred income                          134       541 
Other payables                         4,716     5,244 
VAT and PAYE                           3,234     3,520 
Corporation tax                          497       143 
Partnership capital contributions      1,680     1,619 
 
Less non-current liabilities: 
Trade payables                             -         - 
Accruals                                  64       295 
Deferred income                            -         - 
Other payables                             -         - 
VAT and PAYE                               -         - 
Corporation tax                            -         - 
Partnership capital contributions          -         - 
 
Current liabilities: 
Trade payables                         1,322     1,175 
Accruals                              12,395     8,402 
Deferred income                          134       541 
Other payables                         4,716     5,244 
VAT and PAYE                           3,234     3,520 
Corporation tax                          497       143 
Partnership capital contributions      1,680     1,619 
----------------------------------  --------  -------- 
                                      23,978    20,644 
----------------------------------  --------  -------- 
 

Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider the carrying amount of trade and other payables 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.

22. 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 costs.

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 (seen note 31).

 
                          31 March  31 March 
                              2022      2021 
                            GBP000    GBP000 
------------------------  --------  -------- 
Current liabilities 
Loans and borrowings           660       688 
Non-current liabilities 
Loans and borrowings         3,030     3,636 
------------------------  --------  -------- 
                             3,690     4,324 
------------------------  --------  -------- 
 

Terms and debt repayment schedule

 
                                                 31 March 
                                                     2022 
                             Nominal             Carrying 
                            interest   Year of  amount(1) 
                  Currency      rate  maturity     GBP000 
---------------  ---------  --------  --------  --------- 
Unsecured loan         GBP        2%      2027      3,690 
---------------  ---------  --------  --------  --------- 
 
   2.    The carrying amount of these loans and borrowings equates to the fair value. 

The movement on the above loans may be summarised as follows:

 
                         31 March  31 March 
                             2022      2021 
                           GBP000    GBP000 
-----------------------  --------  -------- 
At beginning of period      4,324         - 
At acquisition                  -     4,242 
Interest                       85        82 
Repayment                   (719)         - 
-----------------------  --------  -------- 
At end of period            3,690     4,324 
-----------------------  --------  -------- 
 

For more information about the Group's exposure to interest rate and foreign currency risk, see note 30.

23. Lease liabilities

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 (presented within financing activities) and interest (presented within operating 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 entity has chosen to apply the practical expedient in C3 of IFRS 16 to not reassess whether a contract is, or contains, a lease at the date of initial application. 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, whereas under IAS 17 they resulted in the recognition of a lease incentive, amortised as a reduction of rental expenses on a straight-line basis. 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 (c). 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 to be included in the initial recognition of right-of-use assets.

Estimation uncertainty and judgements:

The Group cannot readily determine the interest rates implicit in the leases; therefore, it uses its incremental borrowing rate ("IBR") to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group "would have to pay", which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when adjustments are required to reflect the underlying economic market where overseas subsidiaries are located).

The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity -- specific estimates (such as the subsidiary's standalone credit rating).

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 
 --   Park Row, Nottingham 3rd Floor 
 --   Park Row, Nottingham 4th Floor 
 

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 
 

New lease in year ended 31 March 2022:

Foresight Group Luxembourg S.A.

 
 --   Europe Building, Allee Scheffer, Luxembourg 
 

The leases are typically of ten years' duration.

 
                         31 March  31 March 
                             2022      2021 
                           GBP000    GBP000 
-----------------------  --------  -------- 
Right-of-use asset 
At beginning of period      9,120    10,346 
Additions                   1,477       486 
Depreciation              (2,337)   (1,712) 
-----------------------  --------  -------- 
At end of period            8,260     9,120 
-----------------------  --------  -------- 
Lease liability 
At beginning of period     12,019    13,498 
-----------------------  --------  -------- 
Current                     2,157     1,945 
-----------------------  --------  -------- 
Non-current                 9,862    11,553 
-----------------------  --------  -------- 
Additions                     544       486 
Lease payment             (2,719)   (2,570) 
Interest                      564       621 
Foreign exchange                -      (16) 
-----------------------  --------  -------- 
At end of period           10,408    12,019 
-----------------------  --------  -------- 
Current                     2,302     2,157 
-----------------------  --------  -------- 
Non-current                 8,106     9,862 
-----------------------  --------  -------- 
                           10,408    12,019 
-----------------------  --------  -------- 
 

The table below summarises the maturity profile of the Group's lease liabilities based on contractual undiscounted payments at 31 March 2022.

 
                   One to  Two to 
        Less than     two    five   More than 
Total    one year   years   years  five years 
GBP000     GBP000  GBP000  GBP000      GBP000 
------  ---------  ------  ------  ---------- 
11,634      2,799   2,800   5,172         863 
------  ---------  ------  ------  ---------- 
 

The table below summarises the maturity profile of the Group's lease liabilities based on contractual undiscounted payments at 31 March 2021.

 
                   One to  Two to 
        Less than     two    five   More than 
Total    one year   years   years  five years 
GBP000     GBP000  GBP000  GBP000      GBP000 
------  ---------  ------  ------  ---------- 
13,817      2,712   2,735   7,289       1,081 
------  ---------  ------  ------  ---------- 
 

The following are the amounts recognised in the Statement of Comprehensive Income:

 
                                              31 March  31 March 
                                                  2022      2021 
                                                GBP000    GBP000 
--------------------------------------------  --------  -------- 
Depreciation expense on right-of-use assets      2,337     1,712 
Interest expense on lease liabilities              564       621 
--------------------------------------------  --------  -------- 
                                                 2,901     2,333 
--------------------------------------------  --------  -------- 
 

The weighted average incremental borrowing rate applied to lease liabilities recognised in the Statement of Financial Position at the date of initial application was 4.79%.

In accordance with IFRS 16.53(c), (d) and (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 as follows and for the year ended 31 March 2022 was GBP117,000 (2021: 241,000).

In the financial period, the Group recognised dilapidation provisions on its offices of GBP933,000 as right-of-use assets and a depreciation charge of GBP528,000.

24. 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 costs.

 
                           31 March  31 March 
                               2022      2021 
                             GBP000    GBP000 
-------------------------  --------  -------- 
Dilapidations provisions        933         - 
-------------------------  --------  -------- 
 

Dilapidations provision

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. Independent surveyors carried out inspections during the period to assess the likely dilapidations which the Group has now included provisions for.

25. 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 12). 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.

The movement on the deferred tax account is as shown below:

 
                                                  31 March  31 March 
                                                      2022      2021 
                                                    GBP000    GBP000 
------------------------------------------------  --------  -------- 
At beginning of period                               (604)        20 
 
Recognised in Statement of Comprehensive Income 
Tax expense                                            376     (236) 
Foreign exchange                                        26         - 
------------------------------------------------  --------  -------- 
                                                       402     (236) 
Recognised in equity 
Share-based payment reserve                             22         - 
Arising on business combination 
Intangible asset (see note 31)                       (403)     (547) 
Other temporary and deductible differences               -       159 
------------------------------------------------  --------  -------- 
At end of period                                     (583)     (604) 
------------------------------------------------  --------  -------- 
 

The movements in deferred tax assets and liabilities during the period are shown below:

 
                                                                                                (Charged)/ 
                                                                                                  credited  (Charged)/ 
                                                                                                 to profit    credited 
                                                                     Asset  Liability      Net     or loss   to equity 
                                                                      2022       2022     2022        2022        2022 
                                                                    GBP000     GBP000   GBP000      GBP000      GBP000 
------------------------------------------------------------------  ------  ---------  -------  ----------  ---------- 
Other temporary and deductible differences                             615      (178)      437         582          22 
Business combinations - intangible asset                                 -    (1,020)  (1,020)        (87)           - 
Business combinations - other temporary and deductible differences       -          -        -       (119)           - 
------------------------------------------------------------------  ------  ---------  -------  ----------  ---------- 
                                                                       615    (1,198)    (583)         376          22 
------------------------------------------------------------------  ------  ---------  -------  ----------  ---------- 
 
 
                                                                                                (Charged)/ 
                                                                                                  credited  (Charged)/ 
                                                                                                 to profit    credited 
                                                                      Asset  Liability     Net     or loss   to equity 
                                                                       2021       2021    2021        2021        2021 
                                                                     GBP000     GBP000  GBP000      GBP000      GBP000 
-------------------------------------------------------------------  ------  ---------  ------  ----------  ---------- 
Other temporary and deductible differences                              858    (1,051)   (193)       (213)           - 
Business combinations - intangible asset                                  -      (530)   (530)          17           - 
Business combinations - other temporary and deductible differences      119          -     119        (40)           - 
-------------------------------------------------------------------  ------  ---------  ------  ----------  ---------- 
                                                                        977    (1,581)   (604)       (236)           - 
-------------------------------------------------------------------  ------  ---------  ------  ----------  ---------- 
 

26. Employee benefits

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 2022 was GBP608,000 (2021: 601,000).

27. 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.

Ordinary Shares and Preference Shares

 
                                            31 March  31 March 
                                                2022      2021 
                                                 GBP       GBP 
-----------------------------------------  ---------  -------- 
Share capital 
Ordinary Shares                                    -         - 
-----------------------------------------  ---------  -------- 
 
Preference Shares at beginning of period           -       849 
Preference Shares redeemed                         -     (849) 
-----------------------------------------  ---------  -------- 
Preference Shares at end of period                 -         - 
-----------------------------------------  ---------  -------- 
 

Ordinary Shares

 
                                     31 March  31 March     31 March  31 March 
                                         2022      2022         2021      2021 
                                       Number       GBP       Number       GBP 
--------------------------------  -----------  --------  -----------  -------- 
Ordinary Shares of no par value 
In issue at start of the year     108,333,333         -            -         - 
Redesignated                                -         -    1,000,000         - 
Subdivided                                  -         -   99,000,000         - 
Issued                                      -         -    8,333,333         - 
In issue at end of the year       108,333,333         -  108,333,333         - 
A shares of no par value 
In issue at start of the year               -         -            1         - 
Cancelled during the year                   -         -          (1)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
B shares of no par value 
In issue at start of the year               -         -      539,840         - 
Issued during the year                      -         -      464,215         - 
Cancelled during the year                   -         -      (4,055)         - 
Redesignated during the year                -         -  (1,000,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
D shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
F shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
H shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
I shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
J shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
L shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
M shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
N shares of no par value 
In issue at start of the year                                  1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
P shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
Q shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
R shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
S shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
T shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
U shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
V shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
W shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
X shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
Y shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
Z shares of no par value 
In issue at start of the year               -         -        1,000         - 
Cancelled during the year                   -         -      (1,000)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
AA shares of no par value 
In issue at start of the year               -         -          500         - 
Cancelled during the year                   -         -        (500)         - 
In issue at end of the year                 -         -            -         - 
--------------------------------  -----------  --------  -----------  -------- 
 

Rights for each Ordinary Share class

Ordinary Shares

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.

Note that for all share classes discussed below in the following sub-section, these shares were cancelled at the date of the IPO and replaced with the new Ordinary Shares discussed above.

A shares

Rights:

Income - entitled to receive and participate in dividends or other distributions attributable to the A shares resolved by the Board to be so distributed in respect of any accounting period or any other income or right to participate therein.

Capital - entitled on a winding up or sale to participate in the distribution of capital in the manner described in Companies Law and solely in respect of amounts paid up on such A shares.

Voting - entitled to receive notice of and to attend general meetings of the Company but not vote at such meetings.

B shares

Rights:

Income - entitled to receive and participate in dividends or other distributions attributable to the B shares resolved by the Board to be so distributed in respect of any accounting period or any other income or right to participate therein.

Capital - entitled on a winding up or sale to participate in the distribution of capital in the manner described in Companies Law and in proportion to the number of B shares held by them.

Redemption - redeemable at the option of the Company upon the member ceasing to be an employee or ceasing to hold the shares for an employee.

Voting - entitled to receive notice of and to attend and vote at general meetings of the Company.

D to AA shares ("Alphabet shares" - each a separate share class)

Rights:

Income - entitled to receive and participate in dividends or other distributions attributable to the respective class of the Alphabet shares resolved by the Board to be so distributed in respect of any accounting period or any other income or right to participate therein.

Capital - entitled on a winding up or sale to participate in the distribution of capital in the manner described in Companies Law and solely in respect of amounts paid up on such Alphabet shares.

Voting - entitled to receive notice of and to attend general meetings of the Company but not vote at such meetings.

Dividends paid on the above shares are included in note 28 below.

Preference Shares

 
                                                     31 March  31 March 
                                                         2022      2021 
                                                          GBP       GBP 
--------------------------------------------------  ---------  -------- 
Allotted, called up and fully paid 
Redeemable shares of no par value paid up at GBP1 
 per share 
At beginning of period                                      -       849 
Fully redeemed and cancelled during the year                -     (849) 
--------------------------------------------------  ---------  -------- 
At end of period                                            -         - 
--------------------------------------------------  ---------  -------- 
 

These were held in the books of Foresight Group CI Limited ("FGCI") for the benefit of Beau Port Investments Limited. The redeemable shares were redeemable at the sole option of FGCI, had no par value and had no voting rights, save in respect of any resolution to change the rights attached to them.

The Articles of Association of FGCI gave it the power to issue an unlimited number of shares of no par value as permitted by law.

The redemptions of Preference Shares over the period are included in note 28 below.

The Preference Shares were fully redeemed during the year ended 31 March 2021 (pre-IPO).

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).

Estimation uncertainty and judgements:

The costs incurred for the IPO have been accounted for under IAS 32 as follows:

Incremental costs that were directly attributable to the issuing of new shares have been taken to equity (share premium). Costs that relate to the listing, or are otherwise not incremental and directly attributable to issuing new shares, have been recorded as an expense in the Statement of Comprehensive Income.

Where costs relate to both share issuance and listing, these are required to be allocated on a rational and consistent basis between the two functions. The Directors considered that an appropriate allocation basis would be the objectives of the IPO where 50% of the objectives were for the benefit of the Group and have therefore allocated 50% of the costs to equity (share premium).

 
                                     31 March  31 March 
                                         2022      2021 
                                       GBP000    GBP000 
-----------------------------------  --------  -------- 
At beginning of period                 32,040         - 
Cash on primary raise                       -    35,000 
Transaction costs of primary raise          -   (2,960) 
-----------------------------------  --------  -------- 
At end of period                       32,040    32,040 
-----------------------------------  --------  -------- 
 

The total transaction costs relating to the IPO amounted to GBP5.275 million, of which GBP2.96 million was taken to the share premium account and GBP2.3 million was expensed through administrative expenses in the Statement of Comprehensive Income in the year ended 31 March 2021.

Own share reserve

The Group operates a Share Incentive Plan as per note 8. The Group operates a trust which holds shares that have not yet vested unconditionally to employees of the Group. These shares are recorded at cost and are classified as own shares.

At 31 March 2022, the total number of shares held in trust was 228,838, including 152,769 of matching shares. Of the 152,769 matching shares, 45,000 had been transferred from Foresight Guernsey Limited (see IPO Prospectus) and 107,769 shares had been purchased at a cost of GBP454,000.

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; see note 8.

Group reorganisation reserve

The Group reorganisation reserve consists of the Ordinary Share capital of FGCI. As there is no investment in FGCI held in the books of any holding companies (Foresight Group Holdings Limited) this balance is left as a Group reserve.

Retained earnings

Includes all current and prior period retained profits and losses.

28. Dividends and redemptions

Accounting policy:

Equity dividends are recognised when they become legally payable. Interim dividends are recognised when they are paid. Final equity dividends are recognised when approved by the Shareholders. Redemptions of Preference Shares were recognised when approved by the Directors of Foresight Group CI Limited upon request from the Shareholder. Share buybacks are recognised in equity when approved by the Directors.

 
                                                31 March  31 March 
                                                    2022      2021 
                                                  GBP000    GBP000 
----------------------------------------------  --------  -------- 
Distributions subsequent to the IPO 
Interim dividend                                   4,303         - 
Final dividend                                     1,872         - 
Distributions prior to the IPO 
Dividends and distributions to equity members          -    18,229 
Share buybacks                                         -        10 
----------------------------------------------  --------  -------- 
                                                   6,175    18,239 
----------------------------------------------  --------  -------- 
 

Set out below are the details of all equity dividends, distributions and share buybacks for the year ended 31 March 2022 and year ended 31 March 2021. On IPO, there was a restructuring of the share capital of the Company so that dividends per share pre and post-IPO would be incomparable. Therefore, the disclosure of dividends per share has not been made for pre-IPO equity dividends as it would be both unhelpful and misleading and not reflective of future dividend policy.

Year ended 31 March 2022

Ordinary Shares

 
 --   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 
 

Year ended 31 March 2021

A shares

 
 --   On 22 May 2020, the Company declared dividends of GBP137,500 
       in respect of the Company's A shares 
 --   On 21 August 2020, the Company declared dividends of GBP137,500 
       in respect of the Company's A shares 
 --   On 26 November 2020, the Company declared dividends of GBP183,333 
       in respect of the Company's A shares 
 --   On 1 February 2021, the Company declared dividends of GBP8,870,838 
       in respect of the Company's A shares 
 

Alphabet shares

 
 --   On 1 February 2021, the Company paid dividends of GBP16,561 
       in respect of the Company's Alphabet shares 
 

Distributions

 
 --   During the financial year, Foresight Group LLP paid distributions 
       of GBP8,792,208 to its members 
 --   During the financial year, VCF Partners paid distributions of 
       GBP91,117 to its members 
 

Share buyback

 
 --   On 9 February 2021, the Company enacted a share buyback of GBP10,000 
       per share, in respect of one of the Company's A shares 
 

Preference Shares

Redemptions on Preference Shares were as follows:

 
                                   31 March  31 March 
                                       2022      2021 
                                     GBP000    GBP000 
--------------------------------  ---------  -------- 
Redemption of Preference Shares           -     4,753 
--------------------------------  ---------  -------- 
 

In terms of Preference Shares redemptions, these all took place prior to the IPO via arrangements in place between Beau Port Investments Limited ("BPIL") and Foresight Group CI Limited. These arrangements were all terminated before the date of the IPO and all Preference Shares were fully redeemed and cancelled.

Year ended 31 March 2021

 
 --   On 31 July 2020, Foresight Group CI Limited exercised its right 
       to redeem one redeemable share for a total consideration of 
       GBP2,750,000 
 --   On 17 December 2020, Foresight Group CI Limited redeemed two 
       redeemable shares for a total consideration of GBP2,003,191 
 --   On 28 January 2021, Foresight Group CI Limited redeemed the 
       remaining 846 redeemable shares for nil value and these were 
       subsequently cancelled 
 --   The value of these redemptions was determined by the Board of 
       Directors of FGCI after taking into account FGCI's profits and 
       working capital requirements 
 

29. Commitments and contingencies

There were no capital commitments or contingencies at 31 March 2022 or 31 March 2021.

30. Financial instruments - classification and measurement

Financial assets

Financial assets comprise cash and cash equivalents, trade receivables and other receivables (at amortised cost) and investments at FVTPL, as follows:

 
                              31 March  31 March 
                                  2022      2021 
                                GBP000    GBP000 
----------------------------  --------  -------- 
Trade and other receivables     18,573    17,923 
Cash and cash equivalents       54,289    39,431 
Investments at FVTPL             2,781     2,075 
----------------------------  --------  -------- 
                                75,643    59,429 
----------------------------  --------  -------- 
 

Financial liabilities

Financial liabilities measured at amortised cost comprise trade payables, other payables, loans and borrowings and lease liabilities as follows:

 
                       31 March     31 March 
                           2022         2021 
                                 as restated 
                         GBP000       GBP000 
---------------------  --------  ----------- 
Trade payables            1,322        1,175 
Other payables            6,396        6,863 
Loans and borrowings      3,690        4,324 
Lease liabilities        10,408       12,019 
---------------------  --------  ----------- 
                         21,816       24,381 
---------------------  --------  ----------- 
 

Financial liabilities for the year ended 31 March 2021 have been restated due to incorrect inclusion of statutory obligations and exclusion of loans and borrowings and lease liabilities.

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 2022, was GBP2.8 million (2021: GBP2.1 million).

(ii) Interest rate risk

The Group has only GBP3.7 million of external debt, related to the PiP acquisition during the year ended 31 March 2021 (see notes 22 and 31) with a fixed interest rate. As the interest rates on Shareholders' loans and lease contracts are also fixed, interest rate risk is considered to be very low. Cash and cash equivalents include an interest-bearing deposit account which earned interest at 0.05% per annum at 31 March 2022. As at 31 March 2022, if the interest rate increased or decreased by ten basis points the interest earned would increase or decrease by GBP7,000.

(iii) Foreign exchange risk

The Group is not exposed to significant foreign exchange transaction risk as the Group's activities are primarily within the UK. Foreign exchange risk is therefore considered immaterial.

(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 21

Loans and borrowings - see note 22

Lease liabilities - see note 23

(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 balance sheet.

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 
 

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 2022, 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 Pillar III disclosures required by the Financial Conduct Authority under BIPRU 11. These are available on the Foresight Group website or from its registered office.

Fair value hierarchy

Unquoted investments represents the Group's share of the value of the underlying investments held across various Funds Under Management. 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. When valuing an unquoted investment at fair value the following factors will be considered:

i) Where a value is indicated by a material arms-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); or

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

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 following table shows financial instruments recognised at fair value, analysed between those whose fair value is based on:

 
 --      Quoted prices (unadjusted) in active markets for identical assets 
          or liabilities (Level 1) 
 --      Inputs other than quoted prices included in Level 1 that are 
          observable for the asset or liability, either directly (as prices) 
          or indirectly (derived from prices) (Level 2) 
 --      Inputs for the instrument that are not based on observable market 
          data (unobservable inputs) (Level 3) 
 
 
                              Level    Level    Level 
                                  1        2        3   Total 
As at 31 March 2022          GBP000   GBP000   GBP000  GBP000 
--------------------------  -------  -------  -------  ------ 
Unquoted investments              -        -    2,781   2,781 
--------------------------  -------  -------  -------  ------ 
Net financial instruments         -        -    2,781   2,781 
--------------------------  -------  -------  -------  ------ 
                            Level 1  Level 2  Level 3   Total 
As at 31 March 2021          GBP000   GBP000   GBP000  GBP000 
--------------------------  -------  -------  -------  ------ 
Unquoted investments              -        -    2,075   2,075 
--------------------------  -------  -------  -------  ------ 
Net financial instruments         -        -    2,075   2,075 
--------------------------  -------  -------  -------  ------ 
 

Transfers

During the period there were no transfers between Levels 1, 2 or 3.

The unobservable inputs may be summarised as follows:

 
                              31 March 
                                                                                  Change 
                                  2022   Significant                                  in 
                            fair value  unobservable      Range  Sensitivity  fair value 
Asset class and valuation       GBP000        inputs  estimates       factor      GBP000 
--------------------------  ----------  ------------  ---------  -----------  ---------- 
Net financial instruments        2,781           NAV         1x        +/-5%     +/- 139 
--------------------------  ----------  ------------  ---------  -----------  ---------- 
 

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 GBP139,000.

31. Business combinations

Accounting policy:

The acquisition of subsidiaries is accounted for using the acquisition method. 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. 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.

Where applicable, the Group applies the optional concentration test to assess whether an acquired set of activities is not a business. If the concentration test is not met, the Group then determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs.

Goodwill

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate, or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost assessed for impairment at each reporting date and is subsequently measured at cost less any accumulated impairment losses. Any gain on bargain purchase is credited to administrative expenses in the Statement of Comprehensive Income in the year such gain on bargain purchase arises.

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.

Acquisitions in the year ended 31 March 2022

Details of the acquisition in the year ended 31 March 2022 are as follows:

 
                   Country of            Nature of       Date of  Consideration  Percentage 
Business        incorporation             activity   acquisition         GBP000   ownership 
-------------  --------------  -------------------  ------------  -------------  ---------- 
                                  Asset management 
                                    and investment 
                                 advisory services 
FV Solar Lab                             to ForVEI    21 January 
 S.R.L.                 Italy                   II          2022            557        100% 
-------------  --------------  -------------------  ------------  -------------  ---------- 
 

The entity was acquired via direct investment in the share capital of the target. The Group previously held 50% ownership as per note 17. The acquisition represented an opportunity for the Group to expand its Italian business by becoming the sole manager of ForVEI II which presented growth opportunities and secured additional recurring revenue. By completing the transaction, AUM increased by GBP0.1 billion.

The carrying amount of assets and liabilities in the books of the acquiree at the date of acquisition was as follows:

 
                              GBP000 
----------------------------  ------ 
Trade and other receivables      520 
Cash and cash equivalents        218 
Trade and other payables       (141) 
----------------------------  ------ 
Total carrying value             597 
----------------------------  ------ 
 

Purchase consideration was GBP557,000 and there were no transaction costs.

The above acquisition is reflected in the Cash Flow Statement as follows:

 
                                             GBP000 
-------------------------------------------  ------ 
Cash paid                                     (557) 
-------------------------------------------  ------ 
                                              (557) 
Cash acquired on acquisition of subsidiary      218 
-------------------------------------------  ------ 
Total per Cash Flow Statement                 (339) 
-------------------------------------------  ------ 
 

The following intangible assets were recognised at acquisition:

 
                                    GBP000 
----------------------------------  ------ 
Intangible asset - customer lists    1,679 
----------------------------------  ------ 
 

The fair values of the assets and liabilities arising from the acquisition are as follows:

 
                                            GBP000 
------------------------------------------  ------ 
Intangible asset                             1,679 
Trade and other receivables                    520 
Cash and cash equivalents                      218 
Trade and other payables                     (141) 
Deferred tax liability - intangible asset    (403) 
------------------------------------------  ------ 
Total fair value                             1,873 
------------------------------------------  ------ 
 

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% 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.

The gain on disposal of the Group's existing interest in FV Solar Lab S.R.L is as follows:

 
                                                                   GBP000 
-----------------------------------------------------------------  ------ 
Fair value of investment in joint venture                             937 
Less carrying value of investment in joint venture (see note 17)    (304) 
Gain on disposal of investment in joint venture                       633 
-----------------------------------------------------------------  ------ 
 

The gain on the acquisition of FV Solar Lab S.R.L. is as follows:

 
                                                                 GBP000 
---------------------------------------------------------------  ------ 
Fair value of net assets acquired                                 1,873 
Less fair value of previously held investment in joint venture    (937) 
Less consideration                                                (557) 
Gain on bargain purchase                                            379 
---------------------------------------------------------------  ------ 
 

Total gain arising from business combination achieved in stages:

 
                                                  GBP000 
------------------------------------------------  ------ 
Gain on disposal of investment in joint venture      633 
Gain on bargain purchase                             379 
------------------------------------------------  ------ 
Total gain                                         1,012 
------------------------------------------------  ------ 
 

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.

Amounts that the acquisition contributed to both Group revenue and profit in the post-acquisition period are as follows:

 
                                 GBP000 
-------------------------------  ------ 
Revenue contribution                148 
Profit before tax contribution       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:

 
                                 GBP000 
-------------------------------  ------ 
Revenue contribution                806 
Profit before tax contribution      230 
-------------------------------  ------ 
 

Acquisitions in the year ended 31 March 2021

Details of the acquisition in the year ended 31 March 2021 are as follows:

 
                  Country of          Nature of       Date of  Consideration  Percentage 
Business       incorporation           activity   acquisition         GBP000   ownership 
------------  --------------  -----------------  ------------  -------------  ---------- 
                               Asset management 
PiP Manager                         services to     18 August 
 Limited                  UK      pension funds          2020          5,339        100% 
------------  --------------  -----------------  ------------  -------------  ---------- 
 

The entity was acquired via direct investment in the share capital of the target. The following subsidiaries of PiP Manager Limited were also acquired:

 
 --   PiP Multi-Strategy Infrastructure Limited 
 --   PiP Multi-Strategy Infrastructure (Scotland) Limited 
 --   PiP RP-MA GP LLP 
 --   PiP Multi-Strategy Infrastructure GP LLP 
 --   PiP WM-MA GP LLP 
 

The carrying amount of assets and liabilities in the books of the acquiree at the date of acquisition was as follows:

 
                              GBP000 
----------------------------  ------ 
Trade and other receivables      377 
Cash and cash equivalents      3,446 
Trade and other payables       (362) 
Non-current payables           (439) 
Deferred tax asset                50 
----------------------------  ------ 
Total carrying value           3,072 
----------------------------  ------ 
 

Purchase consideration was GBP1.1 million of cash and GBP4.2 million of loans due to the vendors taken on by the Group at acquisition (further details of these loans are included in note 22 above). Transaction costs of GBP184,000 (which have been expensed) comprise adviser fees, including financial, tax and legal due diligence costs. Consideration is broken down as follows:

 
                         GBP000 
-----------------------  ------ 
Cash paid                 1,098 
-----------------------  ------ 
                          1,098 
Founder loans taken on    4,241 
-----------------------  ------ 
Total consideration       5,339 
-----------------------  ------ 
 

The above acquisition is reflected in the Cash Flow Statement as follows:

 
                                              GBP000 
-------------------------------------------  ------- 
Cash paid                                    (1,098) 
-------------------------------------------  ------- 
                                             (1,098) 
Cash acquired on acquisition of subsidiary     3,446 
-------------------------------------------  ------- 
Total per Cash Flow Statement                  2,348 
-------------------------------------------  ------- 
 

The following intangible assets were recognised at acquisition:

 
                                    GBP000 
----------------------------------  ------ 
Intangible asset - customer lists    2,879 
----------------------------------  ------ 
 

The fair values of the assets and liabilities arising from the acquisition are as follows:

 
                                                 GBP000 
-----------------------------------------------  ------ 
Intangible asset                                  2,879 
Trade and other receivables                         377 
Cash and cash equivalents                         3,446 
Trade and other payables                          (362) 
Non-current payables                              (439) 
Deferred taxation asset                             159 
Deferred taxation liability - intangible asset    (547) 
-----------------------------------------------  ------ 
Net assets acquired                               5,513 
Consideration                                     5,339 
-----------------------------------------------  ------ 
Gain on bargain purchase                          (174) 
-----------------------------------------------  ------ 
Transaction costs                                   184 
-----------------------------------------------  ------ 
 

The fair value of the intangible asset above was derived from cash flow forecasts for the PiP standalone business, over a 20 year period using a 13.75% 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 a useful life of 20 years.

The acquisition of PiP resulted in a small gain on bargain purchase as a result of the assessment of fair value of assets acquired and liabilities assumed marginally exceeding the total of the fair value of the purchase consideration. The Group has credited the gain on bargain purchase to the Statement of Comprehensive Income during the year ended 31 March 2021, as a separate line item in the Statement of Comprehensive Income within gain on business combination (due to the materiality of the gain in FY22).

Amounts that the acquisition contributed to both Group revenue and profit in the post-acquisition period are as follows:

 
                                 GBP000 
-------------------------------  ------ 
Revenue contribution              1,432 
Profit before tax contribution      212 
-------------------------------  ------ 
 

32. 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 costs 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 March  31 March 
                                 2022      2021 
                               GBP000    GBP000 
---------------------------  --------  -------- 
Assets 
Current assets 
Cash                               65        65 
---------------------------  --------  -------- 
Total assets                       65        65 
---------------------------  --------  -------- 
Liabilities 
Current liabilities 
Trade and other payables          (1)       (1) 
Total liabilities                 (1)       (1) 
---------------------------  --------  -------- 
Net assets and liabilities         64        64 
---------------------------  --------  -------- 
 

The assets above at 31 March 2022 and 2021 relate to residual cash balances in Foresight Metering Limited. The liabilities at the same dates relate to accruals made for liquidator costs.

33. 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 the Executive Committee ("Exco") members as the key management personnel and the table below sets out all transactions with these personnel and the Directors:

 
                           31 March  31 March 
                               2022      2021 
                             GBP000    GBP000 
-------------------------  --------  -------- 
Emoluments                    1,240     1,050 
Partnership profit share          -     3,217 
Equity dividends                  -     9,319 
Capital redemptions               -     4,763 
Other benefits                   23        25 
IPO proceeds                      -   148,070 
-------------------------  --------  -------- 
Total                         1,263   166,444 
-------------------------  --------  -------- 
 

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 2022, a further GBP1,000,000 (2021: GBP1,500,000) of advances were made by Foresight Group LLP and GBP580,000 (2021: GBP440,000) of the advances were expensed.

Disposal of long leasehold property

On 2 February 2021, the leasehold interest for Flat 18, Railway & Bicycle, 205 London Road, Sevenoaks was purchased from Foresight Group LLP by Julia Fairman, the wife of the Executive Chairman of the Group, for GBP450,000 (being the fair market value) resulting in a profit on disposal of GBP170,000. As part of this transaction, it was agreed that Foresight Group LLP will continue to pay any council tax, utilities, services charges and rates payable in connection with the flat for as long as Bernard Fairman acts as Executive Chairman of FGHL. These expenses are included above in other benefits and amount to GBP6,000 (2021: GBP1,000).

Other related party transactions

At 31 March 2021, the Company owed Beau Port Investments Limited, a privately owned company of Bernard Fairman, GBP530,000 in unpaid dividends. This balance was fully repaid by March 2022.

34. 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.

35. Subsequent events

Subsidiaries

On 1 April 2022, FV Solar Lab S.R.L. merged with Foresight Group S.R.L..

Business combinations

On 13 June 2022, the Group announced the acquisition of the technology ventures division of Downing LLP, including the management of Downing's venture capital trusts, Downing ONE VCT Plc, Downing FOUR VCT Plc, and the Downing's Ventures Enterprise Investment Scheme, representing a combined AUM of c.GBP275 million. The Group paid an initial consideration of c.GBP13.6 million, with a further consideration of up to GBP4.2 million payable over a three year period subject to the achievement of certain criteria, and an additional capped fee sharing arrangement in respect of future performance and other fees. The acquisition will be funded from existing financial resources and will diversify the Group's existing ventures offering.

Completion of the acquisition was on 4 July 2022. Accordingly, 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 investment management contracts acquired, and valuation of the deferred consideration, has not yet been finalised. The Group will provide this finalised information in its Half-year Report for the six months ended 30 September 2022.

The acquisition is expected to contribute GBP4.8 million and GBP1.6 million to Group revenue and profit respectively in the post-acquisition period to 31 March 2023. Annualised contribution to Group revenue and profit is expected to be GBP5.6 million and GBP2.1 million, respectively.

36. Restatement of corresponding amounts

Consolidated Statement of Comprehensive Income

 
                               As restated  As reported    Change 
                                  31 March     31 March  31 March 
                                      2021         2021      2021 
                                    GBP000       GBP000    GBP000 
-----------------------------  -----------  -----------  -------- 
Administrative expenses           (48,883)     (48,709)     (174) 
Gain on business combination           174            -       174 
-----------------------------  -----------  -----------  -------- 
 

Corresponding amounts in the Consolidated Statement of Comprehensive Income to 31 March 2021 have been restated due to reclassification of amounts presented in administrative expenses to a new line in the primary statement "Gain on business combination". In the annual financial statements for the year ended 31 March 2021, gain on business combination was included in administrative expenses as it was not material for separate disclosure.

Consolidated Statement of Financial Position

 
                                                     As restated  As reported    Change 
                                                        31 March     31 March  31 March 
                                                            2021         2021      2021 
                                                          GBP000       GBP000    GBP000 
---------------------------------------------------  -----------  -----------  -------- 
Non-current assets 
Contract costs - incremental placement agency fees           712            -       712 
---------------------------------------------------  -----------  -----------  -------- 
 
Trade and other receivables - trade receivables            1,471            -     1,471 
Trade and other receivables - staff advances               1,940            -     1,940 
---------------------------------------------------  -----------  -----------  -------- 
 
Current assets 
Contract costs - incremental placement agency fees           125            -       125 
---------------------------------------------------  -----------  -----------  -------- 
 
Trade and other receivables - trade receivables            9,517       10,988   (1,471) 
Trade and other receivables - prepayments                  1,958        2,795     (837) 
Trade and other receivables - staff advances                 740        2,680   (1,940) 
---------------------------------------------------  -----------  -----------  -------- 
 
 
                                                     31 March  31 March  31 March 
                                                         2020      2020      2020 
                                                       GBP000    GBP000    GBP000 
---------------------------------------------------  --------  --------  -------- 
Non-current assets 
Contract costs - incremental placement agency fees        765         -       765 
---------------------------------------------------  --------  --------  -------- 
 
Trade and other receivables - trade receivables           573         -       573 
Trade and other receivables - staff advances            1,280         -     1,280 
---------------------------------------------------  --------  --------  -------- 
 
Current assets 
Contract costs - incremental placement agency fees         91         -        91 
---------------------------------------------------  --------  --------  -------- 
 
Trade and other receivables - trade receivables         6,269     6,842     (573) 
Trade and other receivables - prepayments               2,042     2,898     (856) 
Trade and other receivables - staff advances              320     1,600   (1,280) 
---------------------------------------------------  --------  --------  -------- 
 

Corresponding amounts in the Consolidated Statement of Financial Position to 31 March 2021 have been restated due to reclassification of amounts presented in current assets to non-current assets and amounts presented in trade and other receivables to contract costs. These reclassifications are as follows:

 
 --      The adjustment to contract costs arises from the reclassification 
          of capitalised incremental placement agency fees from trade 
          and other receivables - prepayments. In the annual financial 
          statements for the year ended 31 March 2021, capitalised incremental 
          placement agency fees were included in trade and other receivables 
          - prepayments as they were not material for disclosure as contract 
          costs 
 --      The adjustment to trade and other receivables - trade receivables 
          from current to non-current arises as amounts were not expected 
          to be recovered within 12 months of the reporting date in respect 
          of Foresight Williams Technology EIS Fund management fees 
 --      The adjustment to trade and other receivables - staff advances 
          from current to non-current arises as the amounts were not expected 
          to be released to the Statement of Comprehensive Income within 
          12 months of the reporting date 
 

[1] SBP equal to GBP0.5 million in the year ended 31 March 2022.

[2] Unaudited AUM and FUM as at 30 June 2022, includes assets from the AIB Foresight Impact Fund and the Downing acquisition which were both announced in the quarter and completed post quarter end.

[3] Including GBP13.5 million from Foresights Inheritance Tax Solutions product.

[4] Unaudited AUM as at 30 June 2022.

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