Foresight Group Holdings LimitedAnnual Report and Financial Statements 2025

Foresight Group Holdings Limited

Annual Report and Financial Statements

For the year ended 31 March 2025

Investing

in our future

Our purpose

About us

Founded in 1984, Foresight is a leading investment manager

in real assets and capital for growth.

Across our three divisions, Infrastructure, Private Equity and

Foresight Capital Management, we invest in building cleaner

energy systems, decarbonising industry andgrowing the

economic potentialofambitiouscompanies.

Foresight’s decades of investment experience and hands-on

approach help us create and maximise overall value and

provide attractive returns to our diverse institutional and

retail investor base across a broad range of fund strategies

and investment structures.

This diversified business model and strong track record of

innovating products, scaling investment funds and delivering

profitable growth have demonstrated resilience, efficiency

and strong financial performance through economic cycles.

Together, we are united by a shared commitment to build

asustainable future and grow thriving economies.

We invest to build a sustainable future

and grow thriving economies.

Our values

Impact

Collective success

Ambition

Integrity

Front cover: Battery Storage at Glendevon, Scotland, Part of Foresight’s portfolio

Introduction

1 Highlights

2 Executive Chairman’s statement

Strategic Report

4 Overview

11 Business Review

24 Performance and Risk

56 Sustainability

Governance

See pages 114–155

Financial Statements

See pages 156–240

Additional Information

See pages 241–248

Contents Highlights

Over £1.1 billion of long duration capital raised organically.

£13.2bn

AUM

1

(31 March 2024: £12.1bn)

£9.6bn

FUM

1

(31 March 2024: £8.4bn)

£154.0m

Total revenue

(FY24: £141.3m)

87%

Recurring revenue

1

(FY24: 87%)

£62.2m

Core EBITDA pre-SBP

1

(FY24: £59.3m)

40.4%

Core EBITDA

pre-SBP margin

1

(FY24: 42.0%)

£32.0m

Total comprehensive income

(FY24: £24.8m)

£47.0m

Adjusted profit

1

(FY24: £44.7m)

40.8p

Adjusted EPS

1

(FY24: 38.6p)

1. Alternative performance measures (“APMs”) have been included to better reflect the Group’s underlying activities. Whilstappreciating that APMs are not considered to be a

substitute for, or superior to, IFRS measures, the Group believes theirselected use may provide Stakeholders with additional information which will assist in their understanding of

the business. In particular, the Group believes core EBITDA pre-SBP reflects the trading performance of the underlyingbusiness without distortion from the uncontrollable nature of

the share-based payments charge. Recurring revenues % is recurring revenue divided by total revenue.

Note: Certain data contained in this document, including financial information, has been subject to rounding adjustments. Asaresultof this rounding, the totals of data presented in this

document may vary slightly from the actual arithmetic totals of such data. In certain statistical and operating tables contained in this document, the sum of numbers in a column or a row

may not conform to the total figure given for that column or row. Percentages in tables and elsewhere in this document may have been rounded and accordingly may not add up to 100%.

1

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

In FY25 we achieved strong growth in AUM (+9%), revenue

(+9%) and core EBITDA pre-SBP (+5%). The Group’s focus on

managing long duration capital (>90% of AUM), combined with

a multi-faceted fundraising pipeline across both institutional

and retail vehicles, consistently delivers growththrough

economic cycles. This business resilience underpins our

confidence in the Group’s outlook, evidenced by our recent

commitment to a share buyback programme of up to

£50million over the next three years.

On track to achieve growth guidance

Last year, having nearly tripled our core profits since

the Group’s flotation in 2021, we announced updated

guidancetoorganically double core EBITDA pre-SBP in

the five years tothe end of FY29. With over £1.1 billion

of longduration capital raised inFY25, we are on track

todeliveron that guidance.

Our strategies offer retail and institutional investors access

to attractive investment opportunities, and at year end

FY25,AUM reached £13.2billion (rising from £7 billion at IPO).

Over the next four years, further fundraising success across

the Group’s four diversified fundraising pillars willsupport

continued delivery against our growth ambitions:

1. Institutional infrastructure: We have second vintages

of two key institutional infrastructure strategies that will

be seeking to capitalise on the long-term structural and

regulatory tailwinds arising from global decarbonisation,

energy security concerns and increasing electricity

consumption requirements, particularly from AI and

datacentres:

ș Foresight Energy Infrastructure Partners II SCSp

(“FEIPII”): A growing investor and investment pipeline

issupporting the Fund’s progress towards achieving

the€1.25 billion final target for the second vintage of

our flagship energy transition strategy, with €485 million

of commitments approved to date (FEIP I closed in

September 2021 at €851.4 million)

ș Foresight Natural Capital II (“FNC II”): A UK and

European strategy due to begin marketing in FY26

with a target fund size of €500 million, leveraging our

experience acrossc.£250million of Natural Capital

assets today

2. Retail UK tax efficient products: As a result of strong

product performance and multi-year market tailwinds,

we expect future annual fundraising across our business

relief and VCT products to exceed the record £587 million

achieved in FY25, up 35% (FY24: £436 million).

“ The Group’s focus on

managing long duration

capital, combined with a

multi‑faceted fundraising

pipeline across both

institutional and retail vehicles,

consistently delivers growth

through economic cycles.”

Bernard Fairman

Executive Chairman

Executive Chairman’s

statement

2

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

On track to achieve growth guidance

3. Institutional regional private equity: Performance track

record and strong regional LP relationships provide

opportunities to launch further vintages of our regional

strategy and deliver fundraising in line with our multi-year

track record. This will further consolidate the Group’s

excellent coverage of the UK and Ireland, with 15 funds

currently active, and support some of the UK’s most

promising smaller companies to achieve their long-term

growth objectives.

4. Public markets: Our Foresight Capital Management

(“FCM”) division is targeting a return to growth following a

period of listed market headwinds. The acquisition of the

trade and assets of WHEB Asset Management LLP will aid

this objective by providing product diversification, scale

and future investment expertise.

Alongside this strong and diversified fundraising pipeline, the

outer years of the remaining guidance period will also benefit

from core EBITDA pre-SBP margin expansion as the business

scales, and deployment-related rises to management fees.

The number of funds reaching realisation phase that have the

potential to earn performance fees is also expected to rise

from two today to over ten by FY29.

In addition to our organic growth guidance, strategic M&A will

remain an important part of our overall strategy and provides

an opportunity for outperformance. We will continue to

apply a disciplined approach in our assessment of these

opportunities, pursuing only those that are earnings accretive.

Executive Chairman’s statement

Capital allocation

To reflect this year’s increase in core EBITDA pre-SBP, and

the high levels of cash generation of the Group, theBoard

is recommending a final dividend of 16.8 pence per share

for approval by Shareholders at the upcoming AGM. When

combined with our interim dividend of 7.4 pence per share

(H1 FY24: 6.7 pence per share) this gives atotal dividend

payment for the year of 24.2 pence per share, representing

a9% increase on prior year (FY24: 22.2 pence per share).

Thefinal dividend will be paid on 3 October 2025 based on

an ex-dividend date of 18 September 2025, with a record

date of 19 September2025.

During FY25, we also completed the remaining £15.8 million

of our £17 million share buyback programme that we

originally announced on 27 October 2023. On 10 April 2025

we subsequently announced a new, substantially increased,

share buyback tranche of up to £50 million over the next

three years. In the absence of executing accretive M&A, this

up to £50 million share buyback programme, in combination

with our attractive 60%dividend payout ratio, results in

the efficient stewardship of capital through the return of

substantially all free cash flow toShareholders.

On behalf of the Board, I would like to thank all our

colleagues for their valuable contributions to the success of

the Group and for their continued efforts as we enter FY26.

Bernard Fairman

Executive Chairman

25 June 2025

3

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Mt Miller Wind Farm, Australia, Part of Foresight’s portfolio

Overview

Building successful

investment strategies.

5 Investment case

6 Business model

7 Strategic priorities

8 Key performance indicators

10 Significant opportunities across key markets

4

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Investment case

Creating Shareholder value by delivering consistent growth.

£

1. High‑quality

earnings

87%

Recurring revenue

>90%

Of long duration

capital by AUM

Opportunity

To drive operating leverage

Supports capital allocation:

up to £50m

Share buyback programme over three

years

60%

Dividend payout ratio

3. Market

opportunity

Ideally positioned to capture the

long-term structural growth trends in

ourkeymarkets

Please see page 10 for further details

2. Specialist

capabilities

We know our markets:

7

Offices

internationally

12

UK & Ireland

regional offices

>1,000

Infrastructure

opportunities

reviewed

annually

>3,000

SME investment

opportunities

reviewed

annually

Over

200

Institutional LP

relationships

50

Sales Professionals

delivering excellent

intermediary

distribution across

the UK

4. Diversified

product range

AUM (%)

66%

Institutional

34%

Retail

51%

UK

49%

Non-UK

Core EBITDA pre-SBP

63%

Infrastructure

36%

Private Equity

1%

FCM

5

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Business model

Our three business divisions Revenue modelOur key influences

Our markets

See page 10

Our assets

See pages 12-23

Our workforce

See pages 95-100

Our Stakeholders’

views

See pages 48-53

Our sustainability

approach

See pages 56-113

85–90%

Guidance

10–15%

Guidance

Infrastructure

ș Products provide direct access to a broad range of infrastructure classes,

most notablyaddressing the significant investment opportunities resulting from

theglobal decarbonisation, increasing electricity consumption and national

initiatives to increase energy security.

ș The experienced in-house global team source, develop, operate and manage

these investments onbehalf of our fund investors.

See pages 12-15

Private Equity

ș Remain one of the most active SME investors targeting the SME equity gap in the

UKand Ireland, focusing on the up to £10 million transaction sector.

ș Leverage deep regional relationships and high-quality management capabilities

tosupport and create value across our diverse portfolio through prevailing

marketconditions.

See pages 16-19

Foresight Capital Management

ș Provide retail and institutional investors access to listed real assets and

sustainable investment opportunities through actively managed open-ended

vehicles.

ș Apply Foresight’s deep knowledge of private markets to opportunities in

listedmarkets.

See pages 20-23

Group revenue

Recurring Non-recurring

Management fees

Based on NAV or

committedcapital of

Limited Partnership

funds.

Secretarial fees

Administrative services

provided to funds.

Directors’ and

monitoring fees

When Foresight staff are

appointed as Directors

ofportfolio companies.

Arrangement fees

Paid on specific deals

reflecting Foresight’s

broad transactional

capabilities (capital

deployment, fundraising

and refinancing).

Marketing fees

Based on initial funds

raised from tax-based

retailproducts.

Performance/other fees

Performance-based

income realised from

certaininvestment exits.

6

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Strategic priorities

To deliver on the Group’s growth ambitions.

Long-term priorities

Invest Build Grow

FY25 progress:

ș UK tax efficient products benefited from market

tailwinds and raised £587 million (FY24: £436

million), with further products in development to

address this demand

ș Progressed multi-vintage institutional infrastructure

strategy by securing FEIP II commitments and FNC II

entering pre-marketing

ș UK and Ireland regional private equity strategy

continues to expand, with two new funds launched

during the period, collectively raising >£100 million

FY25 progress:

ș UK sales team delivered record fundraising

across UK tax efficient products, leveraging deep

Independent Financial Advisor relationships with

over 6,000 partners

ș FEIP II secured approved commitments of

€485million from a combination of existing and

newLP relationships (FEIP I first close: €342 million)

ș Post IPO, regional institutional AUM within the Private

Equity division has grown 2.7x

FY25 progress:

ș The proactive execution of strategic activity

increased FCM’s AUM by £744 million, collectively

adding product diversity, scale and future

investment expertise

See pages 12–23

1.

Investing in the development

of existing andnew products

2.

Scaling the Group’s UK and

international distribution platforms

3.

Executing accretive

M&A to accelerate growth

Medium-term growth guidance

1.



2.

Organically double core EBITDA pre‑SBP in the five years to FY29

3.

M&A remains a key part of the

Group strategy to accelerate growth

7

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

£13.2bn

AUM

1

FY22 £8.8bn

FY23 £12.2bn

FY24 £12.1bn

FY25 £13.2bn

9% increase year-on-year

£154.0m

Revenue

FY22 £86.1m

FY23 £119.2m

FY24 £141.3m

FY25 £154.0m

86.6% recurring revenue

1

(FY24: 86.6%)

£62.2m

Core EBITDA pre-SBP

1

22 £31.8m

23 £50.2m

24 £59.3m

£62.2m

FY22 37.0%

FY23 42.1%

FY24 42.0%

FY25 40.4%

5% increase year-on-year

Key performance indicators

Why is this important?

ș AUM is an important KPI within the fund management

industry and allows a simple, high level comparison

with our peers

ș AUM growth demonstrates how successfully we have

implemented our strategy and how that translates to

the strength of our fundraising and performance, and

therefore future revenue potential

What we achieved in the year

ș Total Group net fundraising of £714 million,

raised organically

ș Acquired £744 million through strategic activity

within the FCM division

Why is this important?

ș Consistent revenue growth is an integral KPI of business

delivery and performance

ș Monitoring the balance between recurring and

non-recurring revenue is important to ensure we

maintain our high quality of earnings

What we achieved in the year

ș We achieved our target range of 85-90%

recurring revenue, evidencing the highly

predictable nature of future income

ș Long duration capital that we manage remained

above90%

Why is this important?

ș We view this as the most relevant profitability measure

for the Group’s recurring revenue model

ș Core EBITDA pre-SBP helps to inform management

as to the efficiency of the business’ operations and

how well we are managing our cost base. Monitoring

the margin supports decision-making to maximise

operational leverage for the benefit of our Shareholders

What we achieved in the year

ș Another year of profitable growth, up 5% inFY25

ș We continue to target margin expansion as the

Group scales

Aligned to the Group’s three long‑term strategic priorities.

1. The following KPIs are alternative performance measures: Assets Under Management (“AUM”) – Recurring revenue – Core EBITDA pre-SBP.

8

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Key performance indicators

24.2p

Total dividend per share

FY22 13.8p

FY23 20.1p

FY24 22.2p

FY25 24.2p

9% increase year-on-year

£1.3bn

Gross fundraising

1

FY22 £1.8bn

FY23 £1.0bn

FY24 £0.8bn

FY25 £1.3bn

63% increase year-on-year

78%

Staff engagement score

FY22 83%

FY23 76%

FY24 81%

FY25 78%

91% participation rate (FY24: 87%)

Why is this important?

ș Our business is highly cash generative, enabling

significant dividends to be paid to our Shareholders

ș We maintain a balance between returning capital to

Shareholders and retaining cash within the business

forfuture re-investment and M&A opportunities

What we achieved in the year

ș Due to the growth in core EBITDA pre-SBP and

acontinued strong level of cash flow generation

we increased our total dividend by 9%

Why is this important?

ș The rate at which we can raise funds is key to being

able to capitalise on the significant deployment

opportunities across the Group’s key markets

ș Fundraising across our range of diversified products is

a key indicator of our strategies’ performance, as well

as the strength and depth of our investor relationships

in the UK and internationally

What we achieved in the year

ș Record fundraising of £587 million in higher

margin retail vehicles, up 35% (FY24: £436 million)

ș Institutional fundraising of £546 million across

infrastructure and private equity products (FY24:

£134 million)

Why is this important?

ș Our Staff Engagement Survey measures our employees’

emotional connection to working for Foresight, their

plans to stay, and motivation

ș We ask employees four key engagement questions,

taking the average score across those questions to

obtain the overall engagement score for the survey

What we achieved in the year

ș We continue to benefit from a high level of

engagementfrom our employees, above many

ofourpeers

ș Specific Group-level and team strategies

havebeen identified and rolled out in key areas

to further improve engagement

1. Gross fundraising has replaced deployment as a Group KPI, with gross fundraising a key metric for the Group Executive Management when monitoring product demand and business growth. Deployment remains a key metric at a divisional level, with the business review

section providing further detail on this metric for each division.

Aligned to the Group’s three long‑term strategic priorities.

9

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

£60bn

6% Foresight share

£150‑200bn

1% Foresight share

£40bn

5% Foresight share

£5‑7bn

+9% (CAGR 19-24)

£20‑30bn

+7% (CAGR 19-24)

£3‑4bn

+9% (CAGR 19-24)

£8‑11bn

+8% (CAGR 24-30)

£30‑50bn

+8% (CAGR 24-30)

£4‑7bn

+9% (CAGR 24-30)

Unquoted

business relief products

14%

CAGR last 5 years

Venture

Capital Trusts

8%

CAGR last 5 years

£2.1bn

6% Foresight share

£0.4bn

6% Foresight share

5%

CAGR last 5 years

6%

CAGR last 2 years

2. UK tax efficient products

2

,

facilitating investment across the UK

1. Energy transition and natural capital infrastructure

1

3. Regional private equity

3

Structural drivers

ș Global decarbonisation and government energy

transition commitments

ș Energy security concerns

ș Increasing electricity consumption requirements,

particularly from AI and data centres

ș Falling cost of renewables

ș Changing priorities for government pushing investment

demand to private capital

ș Projected segment growth for enabling tech

– grid infrastructure and storage

Structural drivers

ș AIM business relief portfolio relief reduced to 50%

ș Pensions subject to inheritance tax from 2027

ș Sunset clause extension to 2035

Structural drivers

ș Government support for regional investment

and productive assets

ș Interest rates moderating as inflation decreases

ș Increasing pension fund allocations

UK Euro Australia

UK Ireland

Current market size

AUM (2023/24 average)

Annual investment

(2024A)

4

Future market growth

Estimated annual investment (2030E)

Future market growth

Estimated annual fundraising

Future market growth

Historic growth in annual investment expected to be

atleast maintained

Historic growth

Gross annual fundraising

Annual investment (2023/4 average)

Unquoted business relief products

Venture Capital Trusts

2024/25A 31%

2029/30E >31%

2029/30E >8%

Foresight share

2024/25A 8%

£1.9bn

£2.9bn

£1.2bn

£0.9bn

Significant opportunities across key markets

1. Source: Competitor Annual Reports, Competitor Websites, Bloomberg NEF Energy

Trends Reports (2019-2025), UK Commission for Climate Change, Australian Clean

Energy Council, Europe Commission, Expert Interviews, Eden McCallum Analysis.

2. Source: Eden McCallum analysis, Tax Efficient Review, AIC Reports

& Press Releases.

3. Source: Eden McCallum analysis, BVCA, IVCA, British Business Bank.

4. 2024 total annual investment across growth, buyout and venture transactions

of between £0.5 million to £10 million, excluding London.

10

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Members of the Foresight team

Business review

12 Infrastructure

16 Private Equity

20 Foresight Capital Management

Invest. Build.

Grow.

11

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Infrastructure

One of Europe’s and Australia’s most established real

asset investors, focusing on the energy transition, natural

capital and social, transport and digital infrastructure.

£10.2bn

Assets Under

Management

2

(FY24: £9.8bn)

£95.9m

Revenue

(FY24: £84.2m)

£39.5m

Core EBITDA pre-SBP

2

(FY24: £35.1m)

5.0GW

Total green energy

technology capacity

1

(FY24: 4.7GW)

448

Infrastructure

assets

(FY24: 438)

185+

Investment, commercial

and technical professionals

(FY24: 180+)

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

2. Alternative performance measures (“APMs”) have been included to better reflect the Group’s underlying activities. Whilstappreciating that APMs are not considered to be a substitute for, or superior to, IFRS measures, the

Group believes theirselected use may provide Stakeholders with additional information which will assist in their understanding of the business. In particular, the Group believes core EBITDA pre-SBP reflects the trading

performance of the underlyingbusiness without distortion from the uncontrollable nature of the share-based payments charge. Recurring revenues % is recurring revenue divided by total revenue.

FY25 highlights

ș €485 million commitments approved to

date into Foresight Energy Infrastructure

Partners II SCSp (“FEIP II”)

ș Foresight Natural Capital I raised

additional capital from two UK local

government pension schemes which

doubled their existing positions

ș 11 transactions completed with a value

of £164 million

ș 4.1% growth in AUM

12

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Infrastructure

Operational overview

Foresight’s Infrastructure division is one of Europe’s and Australia’s most established real assets investors. We invest across

37different technologies, focusing on the energy transition, natural capital and core infrastructure. These investment themes

include sectors such as renewable generation, grid infrastructure, energy storage, social, transport and digital infrastructure.

Value proposition

ș Comprehensive investment

solutions: Offering end-to-end

infrastructure investment

solutions for retail and

institutional investors

ș Expertise: Leveraging a

team of more than 185

professionals with extensive

experience in the energy and

infrastructure sectors, led

by Partners with a collective

industry experience of 185

years

ș Sustainability: Prioritising

investments that benefit

economies, societies and

theenvironment

Competitive advantage

ș Focus on energy transition

and natural capital:

Robust business model

with long-term market

opportunities supported

by global decarbonisation

agendas

ș Diversified portfolio:

Portfolio diversified across

various stages of asset life

(development, construction,

operational), geography and

technology type

ș International networks:

Established UK and

international networks to

access the best available

markets and opportunities

Key activities

ș Product development:

Creating bespoke investment

products tailored to meet

investors’ needs

ș Investment origination

and execution: Investment

origination and execution,

including sourcing and

structuring transactions

ș Asset management: Active

management of assets,

including operational

performance, asset

optimisation, often through

sustainability initiatives,

commercial management

anduseful life enhancements

Infrastructure AUM by theme

Infrastructure AUM by client type

Infrastructure AUM by geography

Energy transition | 60%

Transport | 18%

Social | 8%

Sustainable

land and food | 5%

Digital | 3%

Uninvested | 6%

Institutional | 78%

Retail | 22%

UK (300 assets) | 47%

Australia (45 assets) | 32%

Europe (103 assets) | 21%

13

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Infrastructure

FY25 overview

Fundraising

We continue to explore new opportunities in the market

and look to develop additional products that support

decarbonisation agendas.

ș A growing investor and investment pipeline for Foresight

Energy Infrastructure Partners II SCSp (“FEIP II”) is

supporting the Fund’s progress towards achieving at

least the €1.25 billion final target, with €485 million

commitments approved to date. The investment strategy

of FEIP II is focused on long-term value creation by

investing in strategic energy assets that facilitate the

energy transition.

ș Foresight Natural Capital I (“FNC I”) raised additional

capital from two UK local government pension schemes

which doubled their existing positions. The new investment

will be used to expand the investment pipeline and

provides a strong platform ahead of the launch of

Foresight Natural Capital II (“FNC II”).

ș Australian Renewables Income Fund (“ARIF”) has

seen continued support for Australia’s push towards

decarbonisation. Achieving Australia’s energy transition

goals will require significant institutional investment,

presenting substantial opportunities for ARIF, which

remains open to capital commitments. ARIF is planning to

deploy existing capital commitments into M&A and internal

development opportunities over FY26.

ș Foresight Inheritance Tax Fund achieved a second

consecutive year of record inflows, with £408 million

allocated to infrastructure investment strategies.

Performance and capital deployment

Our divisional AUM increased by 4.1% to £10.2 billion (FY24:

£9.8 billion) in the period, largely supported by a strong

performance in our retail fundraising.

FY25 FY24

Transactions completed 11 29

Value (£m) 164 359

New future deployment rights (£m)

1

349 1,141

Total (£m) 513 1,500

1. New future deployment rights associated with transactions completed during

theyear.

At the year end, the division held a strong pipeline of total

future deployment rights in international infrastructure

of over £4 billion, across sectors including renewable

generation, storage and natural capital.

Operational highlights

ș FEIP I made a 267MW solar portfolio investment in

Greece’s renewable energy sector through a joint venture

with Mirova – a global asset manager. The solar portfolio

will be the largest in Greece and will power over 100,000

homes with clean energy.

ș Significant construction projects have reached key

milestones, with first power being achieved at Kölvallen,

a 277MW Swedish wind farm, and the 85 Degrees

geothermal project in the Netherlands completing drilling

of four wells.

ș MaresConnect, a UK-Ireland Interconnector in the FEIPI

portfolio, was granted an in-principle cap-and-floor

approval for its 750MW subsea link by UK’s Ofgem.

Thisisa significant development milestone which

materially derisks the investment, which has now

enteredphase 2 of development.

ș FNC I’s planting programme progressed well over the

year, bringing the total number of trees planted since the

strategy’s inception to 5.9 million.

ș In Australia, development activity continues at the

Kondinin Wind Farm, Hume BESS and Willo 2 Wind

Farm. The Neerabup BESS is ARIF’s newest priority

development located next to the Neerabup Power

Stationlocated 30km north of Perth, Western Australia.

The BESS development is being jointly developed by Shell

and Foresight, comprising Stage 1 (120MW/480MWh)

and Stage 2 (180MW/720MWh), on existing landholdings

with the conveniently established 330kV grid network

infrastructure.

Divestments

We pursue strategic opportunities to divest assets, where

itfits with a fund or strategy’s capital allocation policy.

ș Foresight Environmental Infrastructure Limited (formerly

JLEN Environmental Assets Group) sold 51% of a portfolio

of anaerobic digestion assets for a consideration of

£68.1million – in line with its valuation. This allowed the

Fund to recycle capital within the portfolio while allowing

it to continue to benefit from the future growth and income

generated by the anaerobic digestion portfolio.

ș A further four divestments were completed during

theyear, achieving an expected capital return of

c.£36million.

14

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Infrastructure

In July 2024 FEIP I acquired a 50% stake in a major Greek

solar project. This project is a ready-to-build PV portfolio

located in Central Greece and includes six PV projects with

atotal capacity of 267MW.

Since the closing, EPC works have been progressing.

Panels and trackers have been delivered, and excavation

has begun at Platanakos and Apostolara. Foresight Asset

Management Limited have been contracted to provide asset

managementservices through the construction and operation

of the portfolio.

Project debt financing

A substantial debt facility commitment has been secured

from local banks to finance the construction of the project.

Part of the facility will fall under the National Recovery

and Resilience Plan “Greece 2.0”, aligning with the Green

Transition pillar of the Recovery and Resilience Fund which

has a favourable long-term interest rate.

Securing the debt financing demonstrates Foresight’s project

financing capability in Greece and aligns with the Greek

government’s climate and impact goals.

End-to-end investment lifecycle

This project demonstrates the full breadth of Foresight’s

infrastructure expertise and offering from raising the

requisite capital through the investment process and

intotheconstruction and management of the asset.

Investment opportunity

sourced

Foresight’s extensive international

network and pipeline of

opportunities

Co-investment secured

and opportunity acquired

Foresight’s investment team

secured significant co-investment

following a market run process

Construction and

ongoing management

ofinvestment

Foresight Asset Management

(Greek division) supported

by Foresight’s portfolio team,

managing development and

current constructionactivities

Debt financing secured Foresight’s investment team

raised project financing from

local banks to support the

construction

Solar PV

35 years

Operational life

(Finish construction 2027)

267MW

Capacity

65%

Revenue for levered returns

Target 10% (with PPA)

Key insights

Case Study: Case Study: Greek Solar Project

15

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Private Equity

We aim to be the capital provider of choice for smaller companies in the UK,

Ireland and beyond. We provide Growth Private Equity, Venture Capital

and Private Credit across a broad range of sectors and development stages,

partnering with promising companies to help them achieve their ambitions

and create long‑term sustainable growth.

£1.8bn

Assets Under

Management

1

(FY24: £1.6bn)

£50.5m

Revenue

(FY24: £47.3m)

£22.3m

Core EBITDA pre-SBP

1

(FY24: £22.6m)

250+

Portfolio

companies

(FY24: 250+)

25

Different

investment vehicles

(FY24: 23)

55+

Investment

professionals

(FY24: 50+)

FY25 highlights

ș Performance underpinned fundraising,

with two new evergreen institutional

funds closed

ș 10% growth in FUM

ș One new office opened, with one

openedpost period end

ș 14 awards won

1. Alternative performance measures (“APMs”) have been included to better reflect the Group’s underlying activities. Whilstappreciating that APMs are not considered to be a substitute for, or superior to, IFRS measures, the Group believes theirselected use may provide

Stakeholders with additional information which will assist in their understanding of the business. In particular, the Group believes core EBITDA pre-SBP reflects the trading performance of the underlyingbusiness without distortion from the uncontrollable nature of the

share-based payments charge. Recurring revenues % is recurring revenue divided by total revenue.

16

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Private Equity

Operational overview

Foresight’s Private Equity division operates strategies across

Growth Private Equity, Venture Capital and Private Credit.

Our division is one of the most active UK and Ireland regional

SME investors, supporting companies to scale up, expand

operations and grow through the cycle. We partner with

promising SMEs across all sectors and deal stages, typically

targeting businesses with an annual turnover of up to

£20million. Each year we review over 3,000 business plans

andarecurrently supporting more than 250 businesses.

We offer a variety of fund structures to facilitate investment

by both institutional and retail investors. By undertaking

multiple fundraising initiatives each year, we avoid

risks associated with binary fundraising, enabling us to

deliver incremental and consistent inflows into our retail

funds and capitalise on the fundraising opportunities

available to us across our institutionalfunds.

Deployment across Growth Private Equity, Venture

Capital and Private Credit investments is driven by the

team’s experience and differentiated and growing local

network of advisers across the UK and Ireland. The

team includes over 55 investment professionals across

a total of 12 offices in the UK and Ireland, following the

opening of the Bristol office post period end. This is

alongside international networks. In addition, we provide

Private Credit to alternative secured lending companies,

which principally service the UK SME market.

Divisional AUM split

Portfolio split by carrying value

Growth Private Equity | £1.1bn

Venture Capital | £0.4bn

Private Credit | £0.3bn

Technology | 24%

Business services | 21%

Private credit | 19%

Healthcare | 15%

Industrial and

manufacturing | 13%

Consumer | 8%

Existing Foresight offices

17

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Private Equity

FY25 overview

ș We have successfully completed a £100

1

million final close

of the Foresight South West Fund, opening an office in

Bristol, with an office in Exeter to be opened post period

end. This further enhances our UK regional footprint.

ș The Fund was initially launched with a cornerstone

£40million investment from Devon Pension Fund

and has subsequently secured a further £40 million

investment from Avon Pension Fund.

ș Foresight was appointed to manage the £20 million South

Yorkshire Growth Equity Fund on behalf of South Yorkshire

Pension Fund.

ș Over the course of FY25, we have made a total of 22 exits

across the division, including:

ș Kingsbridge: This exit of the largest private hospital

group in Northern Ireland followed a period of strong

sustainable growth since Foresight’s initial investment

in2019. Kingsbridge now has over 1,000 staff across

itsfour hospitals and 11 sites. The exit delivered

exceptional returns to investors

ș HSL: Between 2015 and 2023, Foresight invested a total

of £9.4 million in HSL. Over this period, HSL delivered

a seven-fold increase in revenues to almost £60 million

and scaled operations, with employee numbers rising

from approximately 30 to 175. Foresight’s investment

in HSL delivered returns ranging between 2.5x to 8.5x

across Foresight’s four invested funds

ș ABL Health: Foresight invested in ABL in 2018 to enable

the management team to accelerate its growth by

expanding its regional coverage and range of wellbeing

services. During Foresight’s investment, sales and

EBITDA increased by c.150%. This exit generated a 4.1x

cash-on-cash return for investors in Foresight’s first

fund dedicated to the North West

ș 3.4x average exit multiple track record across growth and

buyout investments.

2

ș Majority of funds are tracking to deployment targets.

ș Our division’s strong performance continues to be

recognised by the market, with 14 awards won over the

course of FY25.

Funds raised

£167m

3

Growth Private Equity

(FY24: £145m

3

)

£13m

Venture Capital

(FY24: £66m)

4

£102m

Private Credit

(FY24: £72m)

Division investment vehicles

15

Growth Private Equity Funds

(FY24: 14 funds)

8

Venture Capital Funds

(FY24: 7 funds)

2

Private Credit Funds

(FY24: 2 funds)

Capital deployed

£115m

Growth Private Equity

(FY24: £102m)

£27m

Venture Capital

(FY24: £24m)

£113m

Private Credit

(FY24: £118m)

1. Including funds already under Foresight management.

2. Growth and buyout private equity track record since 2010, excluding assets from distressed fund mandates awarded post investment.

3. Excluding funds already under Foresight management

4. Includes the launch of IFW Foresight Equity Finance Fund after Foresight was chosen to manage a £50 million equity finance fund for the Investment Fund for Wales.

18

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Private Equity

Founded as a family business in 1962, HSL is a specialist

distributor of diagnostic medical devices, surgical equipment

and consumable products. HSL is headquartered in Belfast

and has offices across Dublin, Meath and Derby. The business

serves public and private hospitals across Northern Ireland,

the Republic of Ireland and Great Britain, with over 500

medical facilities supported in 2024.

HSL’s journey with Foresight began in 2015 with an initial

£4.5 million investment. A further £4.9 million was invested

between the years 2021 and 2023 by Foresight’s Northern

Ireland Fund and the AIB Foresight SME Impact Fund.

Over Foresight’s investment period HSL has delivered a

seven-fold increase in revenues to almost £60 million, of

which approximately 75% are generated in Ireland, and

scaled operations with employee numbers rising from

approximately 30 to 175.

The Company has seen strong organic growth and has made

eight strategic bolt-on acquisitions, most notably in Ireland.

MDI Medical was acquired in 2021, transforming HSL into a

market-leader in the healthcare distribution sector in Ireland

and the UK. Fleetwood Healthcare was then acquired in 2023

with the support of the AIB Foresight SME Impact Fund.

The senior management team was also significantly bolstered

over the years. HSL has made significant strides in improving

governance and sustainability, reflecting Foresight’s

commitment to supporting sustainable growth. With the

appointment of Christopher Langley as non-executive

Chair in 2015, who brought significant healthcare and listed

company experience, HSL improved its commercial focus

and implemented new clinical governance and health and

safety processes. Following the 2023 investment by the AIB

Foresight SME Impact Fund, HSL conducted its first carbon

emissions audit to identify the main drivers of emissions and

establish an emissions reduction plan.

Foresight’s investment in HSL delivered returns ranging

between 2.5x to 8.5x across Foresight’s four invested funds,

depending on the respective entry date, and is an excellent

example of our unique commitment to investing in, building

and growing companies across Great Britain, Northern Ireland

and the Republic of Ireland.

Medical equipment

distribution and servicing

Belfast

Offices in Dublin, Meath

& Derby

x7

Increase in revenue over

investment period

175

Employees up from 30 on

initial investment

Key insights

Case Study: Case Study: Hospital Services Limited (“HSL”)

19

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Foresight Capital Management

We leverage Foresight’s more than 40 year heritage to provide access

torealassets and sustainable investment opportunities in listed markets.

£1.2bn

Assets Under

Management

1

(FY24: £0.7bn)

£7.6m

Revenue

(FY24: £9.8m)

£0.5m

Core EBITDA pre-SBP

1

(FY24: £1.6m)

7

Differentiated

investment strategies

(FY24: 4)

31

Professionals

(FY24: 12)

FY25 highlights

ș Completed the acquisition of the trade

and assets of WHEB Asset Management,

with integration underway

ș Appointed sub-investment manager

and sub-distributor for the Liontrust

Diversified Real Assets Fund

ș Existing funds adopted the

“Sustainability Focus” label

1. Alternative performance measures (“APMs”) have been included to better reflect the Group’s underlying activities. Whilstappreciating that APMs are not considered to be a substitute for, or superior to, IFRS measures, the Group believes theirselected use may provide

Stakeholders with additional information which will assist in their understanding of the business. In particular, the Group believes core EBITDA pre-SBP reflects the trading performance of the underlyingbusiness without distortion from the uncontrollable nature of the

share-based payments charge. Recurring revenues % is recurring revenue divided by total revenue.

20

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Foresight Capital Management

Operational overview

FCM is the public markets division of the Group, with Assets

Under Management of £1.2 billion. The division offers seven

investment strategies across sustainable equity, real assets

and multi-asset strategies, which investors can access

through open-ended funds domiciled in the UK, US, Ireland,

Luxembourg and Australia. Following the acquisition of

the trade and assets of WHEB Asset Management and the

Liontrust Diversified Real Assets Fund during the year, the

team’s product offering has expanded into sustainability

impact and multi-asset strategies. At year end, 94% of the

funds managed are in sustainable or impact equity strategies.

Our teams of specialist listed securities professionals follow

a sustainable, active and bottom-up investment process.

Our investment approach is to target listed companies at the

leading edge of global sustainable development that offer

potential for value accretion.

AUM by investment strategy as at period end

Equity | £0.6bn

Listed Real Assets | £0.5bn

Multi-Asset | £0.1bn

We seek to invest in businesses that are at the forefront of

driving change and making a tangible difference. To achieve

this, we follow a rigorous process to ensure that we continue

to identify those companies in growth markets that can

also offer ongoing resilience, especially during periods of

macroeconomic uncertainty.

FCM’s strategy is founded on diversifying its business and

capabilities to more effectively meet investor demand,

enhance long-term financial resilience and advance its

commitment to sustainable and impact investing. In parallel,

FCM is continuously optimising its operational workflows to

position itself as a highly scalable division within the Group.

21

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Foresight Capital Management

FY25 overview

ș During the year FCM continued to execute its strategy with

operational and financial discipline. We remained focused

on delivering investment outperformance for investors

against a backdrop of market volatility, higher interest

rates and geopolitical risk.

ș We are making progress in diversifying our business and

expanding the product offering for our investors, through

active strategic initiatives. Specifically, in the financial year

we announced and completed the acquisition of the trade

and assets of WHEB Asset Management. Please see page

23 for detail.

ș We were appointed sub-investment manager and

sub-distributor for the Liontrust Diversified Real Assets

Fund, with the Fund due to transfer to Foresight in

the coming year. The fund manager has also joined

Foresight, bringing 18 years of investment management

experience and multi-asset capabilities to the division.

The Fund is expected to benefit from Foresight’s

distribution and investment capabilities over time

and theadditive capabilities expand FCM’s scope

forproductdevelopment.

ș FCM’s existing funds successfully adopted the

“Sustainability Focus” label under the voluntary FCA

Sustainability Disclosure Requirement (“SDR”) labelling

regime in the UK. Separately, prior to acquisition, the

WHEB funds were among the first to receive approval

from the FCA to adopt the “Sustainability Impact” label,

reflecting their leadership in the sustainable investment

market.

Performance

Against a volatile market backdrop and significant headwinds, net outflows across new and existing FCM strategies totalled

£(246)million, including gross inflows of £122 million and broadly flat NAV performance. However, divisional AUM increased

to £1.2 billion (FY24: £0.7 billion) following the execution of proactive strategic activity which added £744 million and provides

product diversity, investment expertise and scale.

Strategy Inception date

12 month

TSR

3

TSR since

inception

3

FP Foresight UK Infrastructure Income Fund 4 December 2017 1.00% 12.67%

FP Foresight Global Real Infrastructure Fund

1

3 June 2019 4.57% 16.13%

FP Foresight Sustainable Real Estate Securities Fund 15 June 2020 (2.04)% (7.07)%

FP Foresight Sustainable Future Themes Fund 28 March 2022 (10.09)% (7.89)%

FP WHEB Sustainability Impact Fund

1

30 April 2012

2

(15.23)% 157.49%

FP WHEB Environmental Impact Fund 8 December 2021 (11.71)% (25.98)%

Liontrust Diversified Real Assets Fund 5 August 2014 2.95% 20.47%

1. Return figures relate to UK domiciled vehicles in GBP.

2. The FP WHEB Sustainability Impact Fund was originally launched on 8 June 2009. Effective re-launch as at 30 April 2012 after the portfolio was transitioned to a new investment

process by a new investment team.

3. Total shareholder return.

22

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Foresight Capital Management

Sustainable investments

Global

UK, Europe and Australia

4

Social themes: educational,

health, safety and wellbeing

5

Environmental themes: cleaner energy, environmental services,

resource efficiency, water management, sustainable transport

Key insights

Case Study: Case Study: Strategic Acquisition of WHEB Asset Management

Strengthening Foresight’s leadership in sustainable

and impact investing

In March 2025, Foresight completed the strategic acquisition

of the trade and assets of WHEB Asset Management LLP,

apioneer in listed equities impact investing. This acquisition

marks a significant step forward in the Group’s strategy

to broaden its sustainable investment capabilities and

strengthen its presence in public markets, complementing its

market-leading position in private market real assets.

Over nearly two decades, WHEB has built a respected

franchise around a high-conviction global equity impact

strategy, driven by its mission: to advance sustainability and

create prosperity through positive impact investments. The

investment team focuses on identifying companies that are

providing scalable solutions to critical environmental and

social challenges, while also delivering attractive, long-term

financial returns. The investment team look for businesses

that have superior growth prospects and are well positioned

to benefit from the transition to a zero-carbon and more

sustainable economy.

WHEB’s investment philosophy is structured around five

environmental themes: cleaner energy, environmental

services, resource efficiency, sustainable transport and water

management, and four social themes: education, health,

safety and wellbeing.

The team integrates rigorous thematic research with

bottom-up financial analysis, embedding sustainability

considerations throughout the entire investment process.

This dual lens is a key differentiator and ensures that positive

impact lies at the core of each investment thesis.

As both active and impact investors, the team engages with

portfolio companies and the broader financial system to

promote and improve standards in sustainable investing.

Their global equity mid-cap strategy, first launched in 2005,

reflects a long-standing conviction that impact is a structural

driver of sustainable growth. By focusing exclusively on

companies that provide solutions to critical environmental

and social challenges, WHEB identifies businesses with strong

growth prospects that are well positioned to benefit from

the global transition to a zero-carbon and more sustainable

economy.

The strategy is accessible through a range of fund vehicles

across the UK, Europe and Australia, as well as via separately

managed accounts for institutional investors. In 2021,

WHEB launched a variant of its core strategy, the WHEB

Environmental Impact Fund, which focuses exclusively on

environmental themes.

In 2024, its FP WHEB Sustainability Impact Fund became the

first listed equity fund to receive the Sustainability Impact

label under the FCA’s new SDR labelling regime, underscoring

the strategy’s credibility and alignment with regulatory best

practices. The team has won multiple awards for impact

reporting and wider communications. Their proprietary

“impact calculator”, which enables clients to calculate

the positive impact associated with their specific level of

investment, was launched in 2016 and has been replicated

across the industry. Similarly, WHEB were the first listed

equity fund to publish an Impact Report, something that is

now standard practice across the industry.

The acquisition of WHEB reflects a deep strategic alignment

around purpose-driven investing. By integrating WHEB’s

proven capabilities in listed equities with Foresight’s strengths

in public and private markets, we are uniquely positioned to

offer a comprehensive, multi-asset sustainable investment

proposition. This milestone reinforces our commitment

to delivering measurable impact alongside financial

performance, creating long-term value for clients, society and

the environment.

Members of the Foresight team

23

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Members of the Foresight team

Performance and risk

25 Financial review

36 Risks

47 Viability statement

48 Stakeholders

54 Section 172(1) statement

Growing attractive,

risk‑adjusted returns.

24

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Introduction

In FY25 the Group had another successful year, achieving growth in our key performance measures. We completed the strategic

acquisition of WHEB to enhance and add scale our FCM division. We had an increase in average FTE of 29 brought about by an

increase in AUM but also as a function of our investment in the business to support our growth targets. We expect to achieve

operating margin benefits from this increase as the business grows in areas such as institutional infrastructure for example.

31 March

2025

31 March

2024

Period-end AUM¹ (£m) 13,195 12,144

Retail 4,519 3,741

Institutional 8,676 8,403

Period-end FUM¹ (£m) 9,559 8,397

Retail 4,314 3,545

Institutional 5,245 4,852

Total revenue (£000) 153,989 141,326

Recurring revenue¹ (£000) 133,393 122,372

Recurring revenue/total revenue¹ (%) 86.6% 86.6%

Core EBITDA pre share-based payments¹ (£000) 62,220 59,297

Core EBITDA pre share-based payments margin¹ (%) 40.4% 42.0%

Adjusted profit¹ (£000) 46,969 44,730

Total comprehensive income (£000) 32,040 24,755

Basic earnings per share (pence) 28.9 22.8

Adjusted basic earnings per share¹ (pence) 40.8 38.6

Dividend per share (pence) 24.2 22.2

1. Alternative performance measures described and explained in the appendices to the financial statements on pages 229 to 236.

“ FY25 was a strong year for

Foresight as we make progress

to achieving our target to

double core EBITDA pre‑SBP

in the five years to FY29.”

Gary Fraser

Chief Financial Officer

Financial review

£13.2bn

AUM

1

(31 March 2024: £12.1bn)

86.6%

Recurring revenues

1

(31 March 2024: 86.6%)

40.4%

Core EBITDA pre-SBP margin

1

(31 March 2024: 42.0%)

25

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Assets Under Management/Funds Under Management (“AUM”/“FUM”)

AUM and FUM increased by 9% and 14% to £13.2 billion and £9.6 billion respectively

(FY24:£12.1 billion AUM and £8.4billion FUM). On a constant currency basis, AUM increased

to£13.5billion, with FUM at £9.7 billion.

Gross inflows of £1.3 billion include the following:

ș Record fundraising of £587 million into higher margin retail vehicles, up 35% year-on-year

(FY24: £436 million)

ș Institutional inflows of £546 million from FEIP II fundraising, the launch of two new regional

private equity funds and incremental investment from two UK local government pension

schemes into Foresight Natural Capital

ș Gross inflows in the FCM division of £123 million

Gross outflows of £0.5 billion arose from the following:

ș In the FCM division, new and existing vehicles continued to experience listed market

headwinds with outflows of£369million

ș Outflows of £116 million arising across our closed endedfunds

Strategic activity of £0.7 billion arose in the FCM division from the acquisition of WHEB and

appointment as sub-investment manager for the Liontrust Diversified RealAssets Fund.

Included in the Executive Chairman’s statement is guidance on how the Group expects to

achieve business growth and consequently AUM over the next four years. This can be found

onpages 2 to 3.

Financial review

31 March 2024

AUM

Gross inﬂows Gross outﬂows Strategic activity Net other

movements

31 March 2025

AUM

(constant currency)

FX 31 March 2025

AUM

(actual)

£12.1bn

£1.3bn

£(0.5)bn

£(0.1)bn

£(0.3)bn

£0.7bn £13.5bn

£13.2bn

26

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial performance

Alternative performance measures (“APMs”)

Our key performance measure continues to be core EBITDA pre-SBP because the Group

believes this reflects the trading performance of the underlying business, without the variability

in the fair value measurement of the share-based payments charge. This is presented

consistently with prior periods.

Introduced in FY23, the Group also presented profit before non-underlying items as an APM,

which excluded non-underlying items from statutory measures and in particular removed the

impact of the business combinations. This was shown in a separate column in the statement

ofcomprehensive income. Consequently, the Group calculated earnings per share before

non-underlying items.

During FY25, the Group took the opportunity to simplify its financial reporting following

engagement with Shareholders and analysts and to create a performance measure that

excludes the impact of business combinations and restructuring activities and provide an

adjusted earnings per share measure that accurately reflects the performance of the business

and can be comparable against future periods.

The impact of the simplification is to no longer present non-underlying items and, as a result,

profit before non-underlying items and earnings per share before non-underlying items,

asreported APMs and instead present adjusted profit and adjusted earnings per share as

APMs. The columnar approach in the statement of comprehensive income has therefore also

been removed. Adjusted profit bridges between statutory profit after tax and core EBITDA

pre-SBP and will be used for calculation of adjusted earnings per share and the Group

dividend.Adjustments to statutory profit after tax to calculate adjusted profit arise from

business combinations and restructuring activities as described above.

Examples of adjustments from business combinations include amortisation of customer

contracts, impairment charges, post-combination expenses for earn-outs and acquisition

legal and professional costs. Examples from restructuring activities include associated legal

and professional costs, redundancy payments and other non-operational staff costs. Further

adjustments to reach core EBITDA pre-SBP include depreciation and amortisation, finance

income and expense, tax and share-based payments. This is shown diagrammatically at the

bottom of the page.

The Group has also now introduced core administrative expenses and non-core administrative

expenses as APMs. Core administrative expenses are those expenses that are included in

core EBITDA pre-SBP and are the operating expenses of the business. Non-core administrative

expenses are those expenses which are add backs to statutory profit after tax or adjusted

profit (or both). The Group believes that core administrative expenses may provide prospective

investors with a meaningful supplemental measure to evaluate the efficiency of the business

given the expected improvement in core EBITDA pre-SBP % used to measure business growth.

The reconciliation of statutory profit after tax, adjusted profit and core EBITDA pre-SBP for

FY25 is shown on the following page and all the Group’s APMs are also set out in the appendix

to the financial statements on pages 229 to 236, including explanations of how they are

calculated and how they are reconciled to a statutory measure where relevant.

While the Group appreciates that APMs are not considered to be a substitute for or superior

to IFRS measures, we believe the selected use of these provides Stakeholders with additional

information which will assist in the understanding of the business.

This review has previously used the terminology “organic” and “inorganic” for the purposes

of the period-on-period analysis of financial performance. This was due to the impact of our

acquisitions, where “organic” reflected the Group’s core operations without the impact of

acquisitions in either the current or prior period, whereas “inorganic” incorporated the results

of the acquired businesses in the current or prior period. This analysis is not required for FY25

as the impact of acquisitions is no longer material to the period-on-period analysis. However,

the Group will reintroduce this when necessary, e.g. in FY26 for the WHEB acquisition.

Financial review

Statutory profit after tax

ș Business combinations

ș Restructuring activities

ș Depreciation and amortisation

ș Finance income and expense

ș Tax

ș Share-based payments

Adjusted profit

Core EBITDA pre‑SBP

27

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

31 March 2025

£000

31 March 2024

£000

Deferred tax on acquisitions and impairment ofintangible assets

(customer contracts) (2,686) (1,558)

Foreign exchange on acquisition — (348)

Staff costs – acquisitions (share-based payments)

1

3,432 11,520

Restructuring activities

Non-operational staff costs and redundancy payments 1,568 2,355

Legal and professional – Group restructuring costs 325 —

Adjusted profit 46,969 44,730

Depreciation and amortisation (excluding amortisation in relation

to intangible assets (customer contracts)) 3,191 3,227

Loss on disposal of tangible fixed assets — 5

Finance income and expense (excluding fair value gain

onderivatives) (379) (311)

Other tax on profit on ordinary activities 10,145 9,436

Share based payments – PSP, SIP and Phantom Plan

1

2,294 2,210

Core EBITDA pre share-based payments 62,220 59,297

1. Total share-based payments consist of staff-costs acquisitions (share-based payments) and other share-based payments totalling

£5,726,000 (2024: £13,730,000). See note 8.

Financial performance

Summary income statement and adjusted profit and core EBITDA

pre-SBP reconciliation

31 March 2025

£000

31 March 2024

£000

Revenue 153,989 141,326

Cost of sales (7,790) (7,304)

Gross profit 146,199 134,022

Administrative expenses (106,198) (100,939)

Other operating income 123 —

Operating profit 40,124 33,083

Other non-operating gains and losses 580 1,229

Profit on ordinary activities before taxation 40,704 34,312

Tax on profit on ordinary activities (7,459) (7,878)

Profit for the period attributable to Ordinary Shareholders 33,245 26,434

Adjustments:

Business combinations

Staff costs – acquisitions (excluding share-based payments) 1,456 427

Amortisation, reversal of impairment and impairment in relation

to intangible assets (customer contracts) 9,275 6,106

Legal and professional costs – acquisition-related 399 —

Gain on business combination — (16)

Fair value gains on contingent consideration

(incl.financeexpense) (45) (190)

Financial review

28

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial performance | Summary income statement and adjusted profit and

coreEBITDA pre-SBP reconciliation

Revenue

31 March 2025

£000

31 March 2024

£000

Management fees 122,697 115,580

Secretarial fees 2,694 3,152

Directors’ and monitoring fees 8,002 3,640

Recurring fees 133,393 122,372

Marketing fees 13,807 9,931

Arrangement fees 1,624 5,139

Performance and other fees 5,165 3,884

153,989 141,326

Total revenue increased by c.9% year-on-year to £154.0 million (31 March 2024: £141.3 million)

with high-quality recurring revenue also increasing by 9% to £133.4 million (31 March 2024:

£122.4 million). Our recurring revenue percentage was 86.6%, as it was for FY24, and remained

within our 85-90% target range.

Directors’ and monitoring fees include additional catch-up fees negotiated in the year of

£3.5 million and management fees include an additional fee of £1.5 million. Both have been

discussed further in the relevant sections below. Although these amounts fall within the

definition of recurring revenue, the amount expected to be generated in future years is smaller.

Excluding these amounts would have reduced the recurring revenue percentage to 83.4%.

Management fees: Grew by £7.1 million, a 6.2% increase year-on-year. The increase was driven by

FUM growth in our ITS product, driving an additional £7.8 million of revenue. In the Infrastructure

division, additional revenue from FEIP II of £1.1 million and £0.8 million from continued deployment

in FEIP I was offset by a similar reduction in revenue across Foresight Environmental Infrastructure

Fund (“FGEN”) and the Foresight Solar Fund (“FSFL”), our listed infrastructure funds. Both FGEN

and FSFL suffered reductions in NAV arising from factors suchas power price forecasts, battery

revenue outlook and discount rate changes. In addition, the management fee structure of FGEN

was amended on 21 June 2024 and for FSFL on 1March 2025 to align to an increasing industry

norm where a portion of the management fee is linked to market capitalisation.

Fees from asset management contracts increased by £1.0million reflecting the increased size

of the portfolio, a full year of revenue from the Wellspring acquisition and fees from FEIP I’s

investment in Greece. Fees in the infrastructure division also included an additional one-off

management fee of £1.5 million for exceptional services provided during the year.

Management fees across the FCM division reduced by £2.0 million reflecting the continued

challenging market conditions for listed infrastructure shares. The £2.0 million reduction is

netafter incremental revenue of£0.6 million from the WHEB funds since the acquisition date

of5 March 2025.

For the Private Equity division, growth in fees from Foresight Enterprise VCT of £0.4 million

was offset by a reduction in fees from the Foresight Ventures VCT and EIS, driven by reduction

in the NAV of the respective funds. For our limited partnership funds, fees were consistent

year-on-year with new funds (e.g. FRIF VII ― our South West Fund) offset by a reduction in fees

from funds reaching the end of their life (FNF and FRIF). Fees reduce as the fund approaches

the end of its term as investments are realised but there is the opportunity if certain targets are

met for this reduction to (at a minimum) be offset by performance fees; performance fees have

been achieved for both FNF and FRIF in FY25 as explained below.

Secretarial fees: In FY25 £0.4 million of fees have been reclassified to directors and monitoring

fees although the comparative has not been restated. Otherwise, there has been a £0.1 million

reduction in these fees due to the Group no longer receiving a secretarial fee from the Foresight

Sustainable Forestry Company Plc following its acquisition by Foresight ITS during FY25.

Directors’ and monitoring fees: Increased by £4.4 million, a 120% increase year-on-year.

During the year, the Group carried out a review of the entire portfolio under management

and negotiated fees for portfolio companies where fees had not been charged historically for

£3.5million. For future periods, the portfolio companies which gave rise to the £3.5 million

will generate £0.2 million of revenue on an annual basis. A further increase was due to the

reclassified fees from secretarial fees as explained above.

Marketing fees: Increased by £3.9 million, a 39% increase year-on-year, largely attributable to

a35% increase in the capital raised into our tax efficient vehicles.

Arrangement fees: £3.5 million lower year-on-year as a result of a number of one-off fees in FY24.

Arrangement fees are more generally increasing in line with an increase in the average deal size,

but we would expect fees in future periods to be more comparable with FY25 rather than FY24.

Performance fees: Increased by £1.3 million, a 33% increase year-on-year. This was largely

attributable to an increase in performance fees from Foresight VCT plc and fees generated in

the period from the regional fund that housed the Kingsbridge and HSL investments. Feeswere

also generated from two further regional funds (FNF and FRIF) and Foresight Enterprise VCT plc.

Financial review

29

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial performance | Summary income statement and adjusted profit and coreEBITDA pre-SBP reconciliation

Cost of sales

Cost of sales comprises insurance costs associated with our Accelerated ITS (“AITS”) product (£5.8 million (31 March 2024: £5.2 million)), authorised corporate director costs payable to a third party

in relation to our OEIC products (£1.3 million (31 March 2024: £1.6 million)) and asset management costs (£0.7 million (31 March 2024: £0.5 million)). The increase year-on-year is due to the continued

growth of the AITS product, a full year of asset management costs associated with the Wellspring acquisition, offset by lower costs on our OEIC products due to the reduced FUM in this division.

Administrative expenses

The table below includes the new APMs of core administrative expenses and non-core administrative expenses. The introduction of these in FY25 is explained earlier in this review in the APMs section.

31 March 2025 31 March 2024

Core

administrative

expenses

£000

Non-core

administrative

expenses

£000

Total

administrative

expenses

£000

Core

administrative

expenses

£000

Non-core

administrative

expenses

£000

Total

administrative

expenses

£000

Staff costs 62,578 3,862 66,440 54,842 4,565 59,407

Staff costs – acquisitions — 4,888 4,888 — 11,947 11,947

Amortisation in relation to intangible assets (customer contracts) — 2,930 2,930 — 3,211 3,211

Depreciation and amortisation (excluding amortisation in relation to intangible assets

(customercontracts)) — 3,191 3,191 — 3,227 3,227

Impairment of intangible assets (customer contracts) — 9,275 9,275 — 2,895 2,895

Reversal of impairment of intangible assets (customer contracts) — (2,930) (2,930) — — —

Legal and professional 6,475 724 7,199 5,908 — 5,908

Other administration costs 15,205 — 15,205 14,339 5 14,344

84,258 21,940 106,198 75,089 25,850 100,939

Core administrative have increased by £9.2 million, a 12% increase year-on-year to support the continued growth in the business as explained in the highlights section of this review.

Staff costs increased by c.£7.7 million, up 14% year-on-year. 7% was due to wage inflation and retail sales bonuses, 6% due to increase in FTE and 1% due to other factors. Average FTE increased by

29 over the last 12 months with approximately one-third of this increase from within our Private Equity division to support the launch of our new funds and growth in FUM; a further one-third was

from within our Infrastructure division reflecting the increased size of the portfolio and the remaining increases were across FCM and central functions. The increase in the retail sales bonus payable

to the retail sales team is in line with the record level of fundraising. Other factors include an enhanced pension offering.

Financial review

30

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Adjusted profit

The appendix to the financial statements on pages 229 to 236 further explains the adjustments

made when calculating adjusted profit.

Adjusted profit has increased 5.1% year-on-year to £47.0 million (31 March 2024: £44.7 million).

Core EBITDA pre share-based payments (“SBP”)

The appendix to the financial statements on pages 229 to 236 also further explains the

adjustments made when calculating core EBITDA pre-SBP. Core EBITDA pre-SBP increased

4.9% year-on-year to £62.2 million (31 March 2024: £59.3 million) with the associated margin

percentage being 40.4% (31 March 2024: 42.0%). Segmental core EBITDA pre-SBP is set

outbelow:

31 March 2025

£000

31 March 2024

£000

Infrastructure 39,469 35,092

Private Equity 22,290 22,621

Foresight Capital Management 461 1,584

62,220 59,297

Taxation

The effective tax rate on statutory profit is 18.3% (31 March 2024: 23.0%). If staff costs

–acquisitions are added back to statutory profit (as these costs do not give rise to any

taxdeduction), the adjusted effective tax rate is 16.4% (31 March 2024: 17.1%).

The Group’s overall tax position is dependent on the finalisation of the tax returns of the

various corporate and partnership entities in the group, including the limited partnership

fundswhich the Group both manages and co-invests into.

Financial performance | Summary income statement and adjusted profit and

coreEBITDA pre-SBP reconciliation | Administrative expenses

Increases in other costs reflect the growth of the business, inflationary increases and increases

associated with the growth in our FTE (e.g. subscriptions and IT related costs).

Non-core administrative expenses include the following:

ș Staff costs of £3.9 million (31 March 2024: £4.6 million) which include share-based payments

for our share plans (PSP/SIP/Phantom Plan), non-operational staff costs and redundancy

payments. The reduction in the year is due to a reduction in redundancy payments

ș Staff costs – acquisitions has reduced in the year due to expected payout percentages

of certain earn-outs from the Infrastructure Capital acquisition reducing to zero (refer to

the update on the acquisition of Infrastructure Capital later in this review). Furthermore

there was a reduction in the expense of the initial share consideration due to the vesting

period where one-third of the consideration vested on 30 September post-acquisition i.e.

30September 2024 in FY25

ș Amortisation in relation to intangible assets (customer contracts) reduced following

impairments in FY24 and FY25

ș Depreciation and amortisation (excluding amortisation in relation to intangible assets

(customer contracts)) is the ongoing depreciation of our property, plant and equipment and

ROU depreciation of our leased offices

ș For impairment of intangible assets (customer contracts) and the reversal in FY25, please

refer to the update on the acquisition of Infrastructure Capital later in this review. For FY24,

the impairment charge was in respect of the Downing acquisition

ș Legal and professional costs – acquisition-related and group restructuring cost mainly relates

to the acquisition of WHEB for £0.4 million, the acquisition of the Downing Healthcare share

class for £0.1 million, onboarding our branches in our Luxembourg AIFM and other costs for

£0.2 million

Other non-operating gains and losses

This is made up of finance income and expense and other fair value changes. The decrease in

the year of £0.6 million from £1.2 million to £0.6 million is mainly due to an increase in finance

expenses arising from the IFRS 16 accounting for the lease extension at the Group’s offices at

The Shard in London.

Financial review

31

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial position

Summary statement of financial position

31 March 2025

£000

31 March 2024

£000

Assets

Property, plant and equipment 2,350 2,330

Right-of-use assets 16,506 5,768

Intangible assets 53,365 61,364

Investments 5,420 4,726

Deferred tax asset 1,615 1,563

Derivative asset — 473

Contract costs 5,763 3,375

Trade and other receivables 38,878 28,728

Cash and cash equivalents 43,252 45,004

Total assets 167,149 153,331

Liabilities

Trade and other payables (45,420) (38,028)

Loans and borrowings (380) (509)

Lease liabilities (19,062) (7,262)

Acquisition-related liabilities (5,485) (4,830)

Deferred tax liability (10,642) (13,273)

Provisions (895) (855)

Total liabilities (81,884) (64,757)

Net assets and total equity 85,265 88,574

Total equity reduced in the year by £3.3 million. The Company has continued its share

buybackprogramme, resulting in a reduction of £14.0 million in equity (being the net of shares

bought back and sold in the year) together with the final dividend of £18.0 million paid on

4October 2024 and interim dividend of £8.5 million paid on 31 January 2025. These reductions

are offset by an increase in equity of £37.2 million across retained earnings, the foreign

exchange reserve, the share-based payment reserve and the own share reserve. Please see

the statement of changes in equity on pages 170 and 171 for a detailed breakdown of all the

movements in equity during theyear.

A summary of key movements in net assets are as follows:

ș Intangible assets decreased by £8.0 million. Items that reduced the overall value were a net

impairment charge of £6.3 million (refer to the update on the acquisition of Infrastructure

Capital later in this review) and ongoing amortisation of £3.0 million. This was offset by an

increase in intangible assets of £1.2 million due to the completion of the acquisition of the

Healthcare share class of Thames Ventures VCT 2 plc (“TV2”) and an increase of £1.3 million

from the acquisition of WHEB. There were also capitalised software costs of £0.5 million and

a foreign exchange loss of £1.6 million

ș Contract costs increased by £2.4 million due to incremental placement fees arising from the

first close of FEIP II

ș Trade and other receivables increased by £10.2 million due to the increase in revenue and

timing of invoices and cash collection

ș Trade and other payables increased by £7.4 million due to an increase in deferred income

in line with the increase in revenue plus an increase in accruals mainly in relation to staff

bonuses accrual in line with the increased FTE

ș Right-of-use assets and lease liabilities both increased due to the Group signing an extension

of the leased offices in The Shard for a further ten year period. We have accounted for this

lease extension as a lease modification under IFRS 16

ș Acquisition-related liabilities were impacted by Infrastructure Capital (refer to Infrastructure

Capital update) but also included a reduction for the second anniversary payment in respect

of the contingent consideration arising from the Downing acquisition of £1 million and an

increase in additional contingent consideration of £0.3 million from the Healthcare share

class addition noted in intangible assets above

ș Deferred tax liabilities decreased in line with the impairment and amortisation of intangible

assets

Financial review

32

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial review

31 March

2025 cash

DividendsShare buybackHealthcare

share class

of TV2

WHEB

acquisition

Contingent

consideration

OtherOther working

capital

Core EBITDA

pre-SBP

31 March

2024 cash

45.0

(5.4)

(2.5)

(1.0)

(1.0)

(0.9)

2.0

(26.5)

43.3

£m

62.2

(12.7)

(15.9)

Taxation Treasury

shares sold

Financial position | Summary statement of financial position

Cash and cash equivalents

The cash position has decreased by £1.8 million year-on-year primarily due to the share buyback programme. The cash outflow for the buyback programme was £15.9 million whereas the

comparable cash outflow in FY24 was £1.0 million. This was offset by the sale of 500,000 treasury shares for £2.0 million on 11 February 2025. Without either of these cash flows, cash would

have increased by £12.1 million in line with our positive trading performance during the period and continued strong cash conversion. Operating activities generated £56.8 million (31March 2024:

£49.8million) in cash versus £62.2 million (31 March 2024: £59.3 million) core EBITDA pre-SBP; at year end there were a number of investment advisory fees, performance fees and caught-up

directors’ fees, which were largely recovered in Q1 of FY26.

In addition to the share buyback programme, the strong cash position facilitated the completion of the WHEB acquisition for £1.0 million in March 2025, the acquisition of the Healthcare share class

of Thames Ventures VCT 2 for £0.9 million in September 2025, plus a contingent consideration payment of £1.0 million in relation to the 2022 Downing acquisition.

Overall, we are in a position of strength, with £43.3 million in cash and cash equivalents at 31March 2025. We continue to operate the business without any need for leverage and maintain significant

headroom above our regulatory liquidity requirement.

33

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

In addition, ARIF is well placed to benefit from the government target in Australia to grow

renewable electricity generation from 35% to 82% of total electricity generation by 2030.

At each reporting period end, the Group will continue to monitor whether the indicators

of impairment still exist or have increased or decreased and will update the value in use

calculation accordingly.

The acquisition included contingent payments relating to earn-outs of which the Group has

been estimating the expected payout percentages and expensing over the respective vesting

periods. Following the DIT redemptions, the expected payout percentages of all earn-outs

were assessed to be 0% and subsequently a credit to the income statement of £3.6 million was

recognised, being the release of these acquisition-related liabilities. In H2 FY25 the terms and

likelihood of the earn-out consideration payable in cash have been reassessed and the Group

now expects the payout percentage to be 64%. Consequently, a debit to the income statement

of £4.2 million has been recognised in this period, being the reinstatement of acquisition-related

liabilities. The expected payout percentage of the earn-out consideration payable in shares and

the performance earn-out consideration in total continue to be 0%.

The overall impact of the adjustments described above in the statement of comprehensive

income are as follows:

H1 FY25

£000

H2 FY25

£000

Total

£000

Administrative expenses

Impairment of intangible assets (customer

contracts) (9,275) — (9,275)

Reversal of impairment of intangible assets

(customer contracts) — 2,930 2,930

Staff costs – acquisitions 3,559 (4,179) (620)

Operating profit and profit on ordinary activities

before taxation (5,716) (1,249) (6,965)

Tax on profit on ordinary activities

Deferred tax 2,782 (879) 1,903

Profit for the period attributable to Ordinary

Shareholders (2,934) (2,128) (5,062)

Financial position

Acquisition of Infrastructure Capital

The financial statements for FY25 include a net depletion of profit of £5.1 million arising

from the acquisition of Infrastructure Capital (excluding the initial share consideration).

Thecomponents of this net depletion are discussed below. This is an update from the Half-year

Report for H1 FY25 (which had a net depletion of profit of £2.9 million) due to a reversal of the

impairment charge offset by a reinstatement of the earn-out consideration payable in cash in

H2FY25.

The Group completed the acquisition in September 2022. The fair value of the identifiable

assets and liabilities on acquisition included intangible assets (customer contracts) for the

three main funds managed by the acquired business, namely Diversified Infrastructure Trust

(“DIT”), Energy Infrastructure Trust (“EIT”) and Australian Renewables Income Fund (“ARIF”).

These are unlisted unit trusts in Australia where the unit holders are largely superannuation

funds. Theunitholders have redemption windows available to them across the three Funds at

five year intervals which commenced in July 2024 for DIT, with EIT following in July 2025 and

ARIF in July 2028. After the redemption window closes, the Fund has three years to generate

sufficient liquidity to effect any redemptions through realisations or secondary sales of the units.

The redemption window closed for DIT in September 2024. We had modelled an expectation

of redemptions into the customer contract valuations as part of our accounting for the original

acquisition, but actual redemptions were higher than anticipated due to recent consolidation in

the Australian superannuation market. At the same time, strong fund performance provided us

with the opportunity to realise assets and optimise returns for unit holders in the nearer term;

gross return since inception has been 11.5% per annum including a gross return of 17.0% for

the year ended 31 March 2025. Accordingly, the Group has now reassessed the useful life of

the Fund. The Group expects EIT to be in a similar position when its redemption window opens

and so has also reassessed the useful life of this Fund. Consequently, the Group conducted

impairment reviews to update their value in use calculation, resulting in an impairment charge

of £9.3 million across both DIT and EIT in the period. This was offset by a credit to the income

statement of £2.8 million through the release of associated deferred tax liabilities. As noted in

the financial review for H1 FY25, there is potential for performance fees to be recognised over

the remaining useful lives of these contracts. In H2 FY25 these now have more certainty so

have been included in the value in use calculation, resulting in an impairment charge reversal of

£2.9million offset by a debit to the income statement of £0.9 million for deferred tax liabilities.

Financial review

34

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Capital allocation priorities

We maintain a disciplined approach to capital allocation in order to support the following

priorities:

Return of

surplus capital

not required

for other

priorities

(e.g. through

share buybacks)

Disciplined strategic and

ﬁnancial-assessment

of opportunities

Holding an appropriate

level of regulatory

capital and liquidity

Annual distribution of

60% of adjusted proﬁt

Generating

a strong return

on existing

capital and

investing

organically for

future growth

R

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a

t

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Returns for

clients and

Shareholders

The combination of our consistently strong free cash flow generation, and clear approach to

capital allocation, enables us to effectively allocate capital to these priorities and generate

value for Shareholders.

On 2 April 2025, we also completed our £17 million share buyback programme that was

originally announced on 27 October 2023. On 10 April we subsequently announced a new,

substantially increased, share buyback programme of up to £50 million over the next three

years. This new buyback programme, in combination with our existing dividend policy will

resultin the return of substantially all free cash flow to Shareholders.

Financial review

Dividend

As explained earlier in this review, the Group has now introduced adjusted profit as our APM

onwhich the Group dividend will be calculated.

An interim dividend of 7.4 pence per share was paid on 31 January 2025 and to reflect

the strong performance by the Group this year, the Board has recommended a final

dividend payment of 16.8 pence per share be approved by Shareholders at the upcoming

AGM. Ifapproved, it will be paid on 3 October 2025 based on an ex-dividend date of

18September2025, with a record date of 19 September 2025. This would result in a total

dividend for the year of 24.2 pence per share (FY24: 22.2 pence per share), a 9.0% increase

year-on-year. Thefinal dividend has been calculated on a payout ratio of 60% as per our policy.

We will continue to pay an interim dividend of 33% of the total dividend from the prior year

in January of each year. The balance of the total dividend will then be recommended to

Shareholders each year at the AGM as a final dividend, with payment planned for each October.

Going concern

The financial statements have been prepared on a going concern basis. In adopting this basis,

the Directors have reviewed the financial processes and controls embedded across the

business and examined the five year plan. They have considered the business activities as set

out on pages 12 to 23, and the principal risks and uncertainties disclosed within this report on

pages 36 to 46 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 progress delivered during FY25 ensures that we remain on track to achieve our medium

term guidance to double core EBITDA pre-SBP by the end of FY29. This growth, alongside the

return of substantially all free cash flow places the Group in a strong position to continue to

create value for Shareholders.

Gary Fraser

Chief Financial Officer

25 June 2025

35

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Risk strategy

An effective risk management strategy is essential for the

Group to achieve its objectives. Foresight’s Risk leadership

team are responsible for the risk culture across the Group

and the effective implementation of our risk management

frameworks.

Foresight receives the majority of its revenue from

management fees for the investment products and services

it provides. The risk management function supports the

integrity and effectiveness of those products and services

to provide a stable platform for further growth in the

businesses and the returns for our Shareholders. Foresight’s

revenues and shareholder value are principally driven by the

opportunities afforded from infrastructure and renewable

energy asset investment management and investment in

non-listed companies.

Foresight’s risk strategy is implemented by the Chief Risk

Officer, the regional Heads of Risk Management and the risk

sponsors for departments where specialists with experience

in particular risks reside, such as Information Security,

Financial Crime, Conduct and Sustainability.

Risk highlights – Geopolitical risks, business continuity

and disaster recovery

We monitor our exposure to geopolitical risks and perform

scenario analyses to work through potential consequences.

Geopolitical tension can create problems for our supply

chains. Some of the regions have historically been active in

the market for venture technologies, some ongoing conflicts

have corollary if not direct effects on our businesses.

Theactual and potential conflict zones for 2025-26 (Israel,

China/Taiwan and Russia/Ukraine) will likely see increases

in sanctions activities which would precipitate changes to

operational workflows.

Tariffs on Chinese “green technology” imports by the United

States may precipitate a shift in the global supply chain and

put pressure on industries based in Europe.

Risk governance

Risk management governance starts with the Board of

Foresight Group Holdings Limited (“Foresight”, “Group”)

which both directly and through its Audit & Risk Committee

(“ARC”), and the Executive Committee (“Exco”), oversees our

approach to managing our risks through our Enterprise Risk

Management framework. Exco is responsible for the annual

review and approval of our risk appetite statement. The risk

appetite statement describes the levels and types of risk

we are willing to accept in order to achieve the objectives

included in our strategy and business plan, while remaining

incompliance with regulatory requirements.

Foresight accepts a certain amount of risk inherent in

the activities and these include liquidity, market, credit,

operational, cybersecurity, legal, compliance, conduct,

regulatory and reputational risks.

As a provider of regulated services, Foresight is required to

document its risk appetite in relation to its entities within the

Group. These considerations are set out in the risk appetite

statement and such decisions are made at Board and Exco

level. Foresight’s risk appetite statement sets out the level

and types of risk that it is willing to assume to achieve its

strategic objectives and business plan.

Risks

Member of the Foresight team

36

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

The Group operates a three lines of defence (“3LOD”) model

with risk management oversight owned by and managed

within the second line of defence (“2LOD”). The Audit & Risk

Committee of the Group receives quarterly reports on the

risk profile of the UK, Luxembourg and Australian entities

from the Head of Risk for Foresight Group LLP.

Our first line of defence consists of our revenue-producing

units, our Technology & Data team, Group Finance and

certain other corporate functions. The first line of defence is

responsible for its risk-generating activities, as well as for the

design and execution of controls to mitigate their risks.

The second line of defence consists of our Risk and

Compliance functions. These provide independent

assessment, oversight and challenge of the risks taken

byour first line of defence, the effectiveness of the control

environment as well as leading and participation in the

RiskCommittee.

Our third line of defence is performed externally. Further

to guidance from the Board, an Internal Audit strategy

was set out in FY25. Internal Audit will be responsible for

independently assessing and validating the effectiveness

ofkey controls, including those within the risk management

framework. Internal Audit will provide timely reporting

to the Audit & Risk Committee of the Board and Senior

Management and will support the activities for the

implementation of Provision 29 of the 2024 revision to the

UKCorporate Governance Code, relating to the effectiveness

of internalcontrols.

The 3LOD model promotes the accountability of first line risk

takers, provides a framework for effective challenge by the

second line of defence and empowers independent review

from the third line.

Risk governance

Risk is aggregated across businesses, themes and functions

as directed by the Executive Committee, to provide risk

reporting for the Group and the qualitative and quantitative

bases for determining the risk appetite for the firm. Exco is

responsible for endorsing the policies and procedures within

the Group framework and motivating the business to take

calculated risks.

Risk mitigation and risk transfer are risk management

activities performed by the second line and first lines of

defence. Responsibilities are set out in the Group’s three lines

of defence (“3LOD”) policy. The Board has authorised Exco

to manage the day-to-day operation of the Group, which

includes the performance of the risk management function.

Exco has formal oversight of all matters in relation to the

operations of the business, governance and risk.

The Risk function maintains the risk policies and risk

procedures with clearly defined roles and responsibilities

across the Group monitored through the Audit & Risk

Committee, as well as the Risk Committee (“RC”). The RC

is chaired by the Head of Risk, Jonathan Parsons, who is

responsible for the risk management function, including

updating the Executive Committee and Members’ Board on

risk-related matters of the business. The RC is guided by its

own terms of reference and makes recommendations to the

Executive Committee and Members’ Board on any actions it

considers are needed.

The Board believes the Group has an effective framework to

identify, manage, monitor and report the risks the firm is or

might be exposed to, or pose or might pose to others, and

operates adequate internal control mechanisms, including

sound administration and accounting procedures.

Risk culture

By fostering a strong risk culture, Foresight’s businesses can

seize opportunities, mitigate threats and create a sustainable

path for long-term success.

We continue to enhance our Risk and Control

Self-Assessment (“RCSA”) activities as part of our process of

supporting the Group’s risk culture. The RCSA process is a

core part of our risk management framework and helps us

manage risk across the Group. The Risk team meets with the

heads and risk owners of the businesses and core functions

on a monthly basis to assess emerging and evolving risks.

These meetings also provide exposure and training on our

Enterprise Risk Management platform as we continue our

migration from our former RCSA processes towards more

regular assessments as part of day-to-day business activities.

RCSAs are used to identify inherent risks arising from

activities conducted by businesses and functions across

the Group. We record and assess the controls in place to

mitigate risks as well as the risks themselves, which enables

us to maintain ongoing oversight of the overall risk profile

oftheGroup.

Risk management framework

Foresight has established an Enterprise Risk Management

(“ERM”) framework to support a comprehensive, integrated

approach to risk management across the Group. The ERM

framework enables the risk management processes through

which we identify, assess, monitor and manage the risks we

assume in conducting our activities.

The Risk function is responsible for ensuring that Foresight’s

ERM framework provides the Board, our executive

committees and our risk committees with a consistent

andintegrated approach to managing risks according to

therisk appetite.

Risks

37

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Risks

Second line of defence

First line of defence

Executive

Committee

Members’

Board for the

Prudential

Consolidation

Group

The

Board

Third line of defence

Board of Foresight Group

Holdings Limited (the “Group”)

External oversight/assurance

ș Accountable for the overall adequacy

and effectiveness of the Group-wide risk

framework and the Group’s risk culture

ș Delegates responsibility for risk

management to the Executive Committee

ș Primary responsibility for ensuring

adequate control environment

and adherence to risk policies and

procedures

ș Primary responsibility for managing

investment risk in accordance with fund

mandates

ș Input into risk identification and scoring

managed by Risk function

ș Notification and escalation of losses and

incidents

ș Provision of data for risk reporting

ș Responsible for the overall adequacy

and effectiveness of the Group-wide risk

framework

ș Approves risk policies and procedures,

risk roles and responsibilities

ș Sets “tone from the top” and establishes

tangible risk appetite and strategy

ș Monitors risk reporting and ensures

actions are taken to mitigate risk

ș Day-to-day responsibility for

implementation of risk framework

ș Risk identification, scoring and

prioritisation with input from first line

ofdefence

ș Preparation of risk reporting

ș Implements and monitors risk policies

and procedures

ș Advises on risk impact of regulatory

issues/other external changes

ș Loss/incident analysis

ș Monitoring of investment limits

ș Responsible for the overall adequacy

and effectiveness of the Firm-wide risk

framework

ș Approves Firm risk policies and

procedures, risk roles and responsibilities

ș Stewardship of “tone from the top”

ș Monitors risk reporting and ensures

actions are taken to mitigate risk

ș Verification of the adequacy of the

Group’s Risk framework

ș Non-executive challenge of the overall

adequacy and effectiveness of actions

taken by the Risk Committee

ș Periodic reviews of integrity and

adequacy of risk reporting

ș Independent review of adherence to risk

policies/procedures

ș Recommendations and verification of

implementation for detailed process and

control improvements

ș Tracking and reporting of incidents,

losses and breaches

Executive Committee

for Foresight Group

Members’ Board for the Prudential

Consolidation Group (the “Firm” –

Foresight Group LLP and subsidiaries)

Businesses, functions

Firm Risk Committee

Risk and Compliance

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Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

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Financial Statements

Additional Information

Risk appetite

As a provider of regulated services, Foresight is required to

document its risk appetite in relation to its entities within the

Group. Foresight’s risk appetite statement sets out the level

and types of risk that it is willing to assume to achieve its

strategic objectives and business plan.

The risk appetite statement is an articulation of the aggregate

level and types of risk that the Group is willing to accept,

or avoid, in order to achieve the business objectives of

the Group. It includes qualitative statements, quantitative

measures expressed in relation to earnings, capital,

concentration, liquidity, risk measures and other relevant

measures (individual business or functional area appetite

statements) as appropriate.

The Group uses staggered risk limits (early warning indicators

(“EWIs”) and hard limits) as appropriate for each risk metric

to monitor compliance with the approved risk appetite

covering business and strategic risk, market risk, credit risk,

operational risk, legal and regulatory risk, financial crime risk,

conduct risk and information security risk.

Risk position versus risk appetite is reviewed annually,

with any changes to key metrics reviewed, challenged and

adopted by the Board, if appropriate, through the risk

appetite framework.

Risk management process

To assist the businesses and departments identify,

understand and manage our risks, Foresight promotes a

process to identify, measure, manage, monitor and report

that is based on the process set out in the ISO 31000

standard and supported by our ERM platform.

Key components of Foresight Group LLP’s Enterprise Risk Management process

Risks

Risk

Identification

Risk

Identification

Risk

Identification

Risk

Identification

Risk

Identification

Risk strategy

Risk assessments Control activities/oversight Governance

Scenario

analyses

Stress testing

Horizon

scanning

Incidents/

near misses

Risk appetite

statement

Frameworks

(policies and

processes)

Roles and

responsibilities

Risk

prioritisation

Risk

interactions

Tolerance

thresholds

Risk

scoring

Risk

response

Accept

Reduce

Transfer

Avoid

Systems

and controls

Track KRIs

Control

effectiveness

assessments

Review

incidents/

near misses

Management

information

KRIs

Risk registers

Escalation

Disclosures

Risk

measurement

Risk

management

Risk

monitoring

Risk

reporting

Risk

identification

39

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

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Additional Information

Our process for managing cybersecurity risk includes the

critical components of our Enterprise Risk Management

framework as well as a comprehensive training and education

programme, to prepare our staff to recognise information and

cybersecurity threats and respond accordingly. A number

of important controls and activities support the framework,

including robust identity and access management, real-time

monitoring of our network for known vulnerabilities and signs

of unauthorised attempts to access our data and systems,

as well as vendor management within our third-party risk

management which includes cybersecurity and business

resiliency assessments on vendors.

In conjunction with third-party service providers, we perform

risk assessments to gauge the integrity of our security

arrangements, to estimate our risk profile and to assess

compliance with relevant regulatory requirements.

Foresight performs periodic control effectiveness

assessments through our internal risk and control

self-assessment process, as well as a variety of external

technical assessments, including external penetration tests

and “red team” engagements where third parties test our

defences. The results of these risk assessments, together with

control performance findings, are used to establish priorities,

allocate resources, and identify and improve controls. We use

third parties, such as outside forensics firms, to augment our

cyber incident response capabilities.

During 2025, we did not identify any cybersecurity threats

that have materially affected or are reasonably likely to

materially affect our business strategy, results of operations

or financial condition.

Our Information Security Officer and all Senior Management

within the Technology and Data team have relevant expertise

in the areas of information security and cybersecurity

riskmanagement.

Cyber risk – Information security and technology

infrastructure

Cyber risk represents a significant risk across the Group

since, apart from direct exposure, there are risks to many

ofthe underlying infrastructure portfolio assets themselves.

The risks of facility failure arising from attacks by hostile state

or state-adjacent groups on renewable energy facilities has

increased and precipitated a review of our risk assessment

and control effectiveness.

The Group Technology and Data team leverages a wide array

of leading technology solutions and industry best practice

to maintain a secure perimeter and detect and respond

to threats in real time. Additionally, Senior Management

(including the Executive Committee) are actively engaged and

regularly updated on the extent of the threat, the mitigations

in place to counter this threat, and the business continuity

and response plans in place to manage cyber incidents.

The Information Technology Steering Committee and the

Risk Committee provide oversight of the management of

cyber risk. Cyber risk is a standing agenda item of the

Risk Committee. Our Technology and Data team tests our

cyber defences regularly through simulated cyber-attacks

(penetration testing). These exercises feed into a significant

programme of work to continue to enhance the integrity and

security of our digital estate. The Board is focused on the

evolution of our cyber capabilities as part of our operational

resilience and updates on the emerging and evolving cyber

threat landscape are provided.

With respect to the operational resilience of our service

providers, we are also focused on the risk that hackers might

find a way into the Group’s systems through a compromised

third party. We include a detailed IT security assessment

as part of our due diligence process on such providers and

the outcome of this assessment feeds into the third-party

risk assessment and is a significant factor in the decision to

proceed with or retain the business relationship.

Cyber and information security remains a key risk due to the

prevalence and increased sophistication of cyber-attacks.

The emergence of simple Artificial Intelligence (“AI”) tools

has had a significant impact on the quality of phishing

emails and therefore phishing attacks are becoming harder

to recognise. Foresight continues to monitor these threats

regularly alongside employee engagement with cybersecurity

training. The cybersecurity training covers the latest phishing

techniques to ensure our staff stay abreast of the latest

attack techniques. Regular test emails have proved beneficial

and enable Foresight to understand what areas required

additional training across the business.

Cybersecurity risk management process

Our cybersecurity risk management processes are integrated

into our overall risk management processes. Foresight has

an Information Security Officer and a framework to identify,

assess, document and mitigate threats as well as prevent,

detect and respond to security incidents. The Risk team,

which reports to the Chief Risk Officer, provides oversight

and challenge of the Cybersecurity Programme and assesses

theoperating effectiveness of the programme against risk

appetite-approved operational risk limits and thresholds.

Risks

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Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

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Governance

Financial Statements

Additional Information

Operational resilience

Foresight’s ERM framework is designed to improve our

operational resiliency, which is defined as our ability to

deliver products and services with no discernible disruption

or harms to clients by adapting and responding effectively to

challenges through periods of volatility and change.

Operational resilience covers the control frameworks that

prevent risks becoming issues in normal and stressed market

conditions, as well as business continuity and disaster

recovery situations during which some of those controls may

not have been sufficient and additional activities are needed

to minimise disruption.

The Business Continuity Plan (“BCP”) is the process by

which events categorised as “emergencies” are managed.

The BCP is in place to ensure that our regulated activities

can continue more-or-less uninterrupted given a variety of

scenarios that would otherwise cause them to stop. The

BCP may be activated upon cyber-attacks, terrorist assault

on or nearby office locations, or the next pandemic. The

Disaster Recovery Plan (“DRP”) is the process by which events

categorised as “crises” are managed. This is activated when

there is a catastrophe, including, but not limited to, property

destruction and/or loss of life.

Our BCP is tested by an external firm on an annual basis,

onsite, with the engagement of the Emergency Response

Team and other senior managers. Our performance is

discussed at the Risk Committee with recommendations

provided to Exco with the report.

Sustainability risk management

The success of our business depends on our ability to

generate attractive risk-adjusted returns for our investors

while meeting our sustainability objectives.

A more detailed description of our climate risk assessment

isincluded in the TCFD Report. Sustainability and operational

resilience are synonymous. If our business activities are not

sustainable, they will not be resilient, and this is as true of the

impact of our social and governance activities as much as it is

of our environmental or climate-related impact.

The Group Risk function ensures that there is a robust

framework in place to identify and manage sustainability

risks and opportunities as well as improve Board visibility of

our activities. The management of the risks arising from our

sustainability objectives focuses as much on the opportunities

as the threats. Supporting a diverse range of financial

products designed to satisfy our customers’ sustainable

investment objectives necessitates enhanced oversight not

only of the investment process but also the marketing and

promotion of those products.

Sustainability, within which we include environmental, social

and governance (“ESG”) practices, has become an important

business driver over the last decade for most firms and is

a key driver for Foresight. Foresight also focuses on wider

environmental issues, such as nature and biodiversity, firstly

because these form a core part of our sustainability strategy

and secondly because we expect the regulator to follow

the same path with Taskforce for Nature-related Financial

Disclosures (“TNFD”) as it did for TCFD; voluntary disclosures

become mandatory through the adoption into the rulebooks.

The Board requires assurances that significant ESG risks have

been identified, are measured and managed, and that Group

businesses have enhanced their first line of defence risk

management activities to integrate climate risk management.

The Risk function has enhanced its set of Key Risk Indicators

for the risk appetite statement to monitor our progress

towards our ESG objectives.

Our “social” risks are clearly a responsibility for all staff and

our People & Sustainable Culture team continue to improve

the data collection and analytical capabilities that will enable

us to report most of the metrics mentioned in a recent FCA

discussion paper and make sure that we can evidence our

commitment to diversity and inclusion.

Regulatory and legal risk, particularly with respect to

the integrity of sustainability claims (including the risk

of “greenwashing”) is a feature of most top ten risk lists

for product manufacturers and distributors. Foresight’s

sustainability focus necessitates additional controls and

careful scrutiny of all of our sustainability claims in digital

and print media. We expect that enforcement activity relating

to sustainability claims will be a significant feature of the

regulatory landscape over the short to medium term.

Reputational risk

Foresight Group’s growth strategy and value to its

Shareholders depends on its sustainability credentials and,

as such, the Board recognises that the controls in place

to mitigate associated risks such as greenwashing and

“impact washing” need to be robust and receive additional

focus. Foresight Group communicates with clients through

a variety of media channels, as we support the marketing

and promotion of our products across a wide set of markets

and jurisdictions. The Board recognises the importance of

being able to substantiate our sustainability claims wherever

they are made, beyond the threshold standard of “fair, clear

and not misleading”. The Head of Risk is a member of the

Sustainability Committee and is responsible for the oversight

of sustainability risk management activities across the Group.

Risks

41

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

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Financial Statements

Additional Information

Operational resilience

For situations where operational resilience is not sufficient, analysis is performed using severe

but plausible scenarios that may result in the Board of FGHL and Exco determining that

Foresight Group LLP, as the MIFIDPRU Investment Firm and principal regulated entity, must

cease its regulated activity and surrender its permissions, such that Foresight Group LLP is no

longer authorised under Part 4A of FSMA 2000.

Internal Capital Adequacy and Risk Assessment (“ICARA”)

Our Prudential Consolidation Group is comprised of our principal regulated entity, Foresight

Group LLP, and its subsidiaries. The Group is in scope of the FCA’s Investment Firms Prudential

Regime (“IFPR”). The regulation is implemented through the MIFIDPRU rulebook which came

into force on 1 January 2022. As well as capital and liquidity requirements, the rulebook sets

out governance requirements and revised remuneration standards that apply to the Collective

Portfolio Management Investment firm but also represent best practice for the Group.

InOctober 2024, the ICARA was approved by the Executive Committee.

Financial crime risk assessment

Foresight Group must ensure that there are adequate systems and controls in place to manage

any potential financial crime (“FC”) risks within the business and combat the potential misuse of

its services and products in the furtherance of FC.

The Group aims to meet its responsibilities in carrying out its activities in accordance with the

laws and regulations of the UK and the overseas jurisdictions in which it operates. The Group

and its subsidiaries must comply with FC laws and regulations related to, but not limited

to, money laundering, terrorist financing, financial sanctions, proliferation financing, fraud,

anti-bribery and corruption, market abuse and tax evasion.

The Group has established a framework to manage FC risk effectively and proportionately,

underpinned by five key pillars: Governance, Risk Assessment, Due Diligence & KYC (“Know

Your Customer”), Training & Awareness and Monitoring & Surveillance. These pillars go

across all three lines of defence; however, the key second line of defence (“2LOD”) activities

undertaken to deliver this framework for Foresight are as follows:

Risks

Governance Risk assessment Due diligence & KYC Training & awareness Monitoring & surveillance

The Money Laundering Reporting Officer

(“MLRO”) is responsible for oversight

of Foresight Group LLP’s (“Foresight”)

compliance with the FCA’s rules as well

as systems and controls to manage FC

risk. The Group Head of Compliance and

Head of Compliance UK meet weekly

with the MLRO to provide updates on

the Compliance Function including FC

matters affecting Foresight and reports

to the Members’ Board and Executive

Committee.

An annual risk assessment specific to

each of the principal regulated Foresight

entities is produced. Identification

of inherent risks, controls and an

assessment of residual risk areas

requiring focus to ensure all financial

crime risks are identified, understood

and managed/mitigated.

Initial risk-based KYC due diligence

on prospective and existing

clients, investors, transactions and

counterparties is supported by periodic

risk-based KYC reviews, with enhanced

initial and periodic reviews where there

is a higher financial crime risk (e.g. PEPs).

In addition to the 1LOD quality assurance

reviews, the 2LOD reviews a sample of

KYC files via the compliance monitoring

programme (“CMP”).

Annual financial crime training for

Foresight employees is supported

by periodic FC refresher training via

e-Learning and classroom sessions,

as well as regular communications on

topics such as how to escalate issues to

Compliance.

Reporting of potential higher-risk

circumstances, issues and breaches to

the Risk Committee and the Executive

Committee which includes the MLRO.

Reporting of suspicious activity to

theMLRO in accordance with the

Anti-Financial Crime Guide.

Periodic review and assessment of

the Firm’s FC monitoring systems

and controls in accordance with the

compliance monitoring programme.

These pillars are supported by policies and procedures including the AML Policy and Anti-Financial Crime Guide, Anti-Bribery & Corruption Policy, Anti-Market Abuse Policy, Anti-Tax Evasion Policy

and Record Keeping Policy.

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Foresight Group Holdings Limited

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Additional Information

Conduct risk

Foresight Group defines conduct risk as the risk from

improper behaviour or judgement by our employees,

associates or representatives that results in negative

financial, non-financial or reputational impact to our clients,

employees, the firm and/or the integrity of the markets.

Thisis a Group-wide definition and sets the foundation

for theconduct risk framework. Confirming appropriate

standards of conduct is a key aspect of the Group’s culture.

In order to manage conduct risk, we take the following

approach, aligned with the Group ERM processes:

Identify and analyse Define potential key areas of

conduct risk

Mitigation Operation and assessment of

existing management controls

(processes, procedures and

documents) that are key in ensuring

the sound conduct of the business

Monitoring and

management

Analysis of potential gaps and

formulation of remediation

recommendations where

appropriate

Reporting Discussion of content and potential

actions with Senior Management

We look to identify potential conduct risks through regular

review of the key risk areas across the business. We evaluate

any conduct breaches and put in place mitigating measures to

avoid further occurrences.

As the conduct risk framework continues to mature, we are

reducing the opportunity for behaviour that could result in

harms to our clients, harms to the integrity of the financial

markets and harms to the Group itself.

Risks

Members of the Foresight team

43

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Principal risks

Principal risks are the key risks currently faced by the Group, which are recognised as having significant and potential impacts ranging from the short to the long term.

Risks

Increase Trending up Decrease No change

Risk Description Consequences How we manage this risk Impact

Business risk

– fundraising

Our ability to effectively raise funds is essential for

business growth and meeting strategic objectives.

Fundraising risks involve challenges in attracting

investor capital due to economic uncertainty, market

volatility, shifts in investor preferences and competition.

If Foresight is unable to raise sufficient capital, this may

result in missed investment opportunities, reduced

market competitiveness and could potentially impact

our long-term financial viability.

Foresight fundraises through a variety of channels,

actively engages with our investors and continuously

innovates our product offerings. Our investor relations

teams proactively monitor investor sentiment.

Low Medium High

Business

disruption and

system failure

This risk involves interruptions to our critical business

systems, technology infrastructure and operational

capabilities, potentially due to cyber-attacks, IT system

failures or physical disruptions.

Operational downtime, compromised client services,

financial loss and reputational damage could occur if

sufficient frameworks are not in place to support the

services Foresight provides.

We have robust business continuity plans and

cybersecurity defences. Foresight undertakes regular

system testing, both internally and with external

parties. Incident management processes and dedicated

response teams are established to rapidly restore

operations.

Low Medium High

Strategic

risk – asset

concentration

Asset concentration risk arises from holding a

significant portion of our Assets Under Management

in specific markets, sectors or investment strategies,

increasing vulnerability to economic or market

downturns and policy shifts.

Policy shifts, for example in energy subsidy regimes

or fiscal policy, could significantly impact overall

investment performance, asset values and revenue.

Foresight regularly monitors and manages asset

diversification, with limits and controls on exposures.

Our Investment Committee evaluates asset allocations

to ensure prudent diversification across portfolios.

Low Medium High

Regulatory

change and

compliance

Regulatory compliance risk involves failure to adhere

to laws, regulations and industry standards, potentially

due to evolving regulatory environments, complexity

in cross-border activities or ineffective internal controls.

Non-compliance could lead to fines, legal action,

regulatory scrutiny, reputational harm and operational

disruptions.

Foresight maintains a robust compliance framework,

with regular training, compliance monitoring

programmes, and proactive engagement with

regulators. Dedicated compliance teams ensure

adherence to existing regulation and guidance and

support the regulatory change programmes.

Low Medium High

Operational

resilience

Operational resilience involves the ability to prevent,

adapt, respond to, recover and learn from operational

disruptions, including technological, operational or

external events.

Poor resilience may lead to significant operational

downtime, financial losses and damaged client

confidence.

Foresight has a comprehensive operational resilience

framework, which includes scenario testing and

incident response processes, including enhancements

to our resilience capability arising from events and

near-misses.

Low Medium High

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Foresight Group Holdings Limited

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Financial Statements

Additional Information

Risk Description Consequences How we manage this risk Impact

People

People risk concerns Foresight’s ability to attract,

retain and develop skilled and motivated employees,

essential for delivering strategic goals and maintaining

business continuity.

Talent shortages, low morale or high turnover rates can

disrupt operations, impact business performance and

impair service quality.

We invest in employee engagement initiatives,

development programmes, competitive compensation

strategies and succession planning to retain critical

talent and support careergrowth.

Low Medium High

Sustainability

Sustainability risk encompasses environmental, social

and governance (“ESG”) factors, including climate

change, impacting our investment portfolios and

business reputation.

Failure to adequately integrate ESG considerations

can lead to reputational harm, investor dissatisfaction,

regulatory non-compliance and possible fines, climate

litigation and investment under-performance.

Foresight integrates ESG criteria into investment

decisions and processes, and applies its sustainability

analyses to maintain transparency in ESG reporting and

align with emerging global sustainability standards.

Low Medium High

Conduct and

culture

Conduct and culture risks relate to inappropriate

behaviours, inadequate cultural alignment, or unethical

practices within our organisation.

Misconduct or a weak corporate culture could lead

to regulatory sanctions, reputational damage, loss of

client trust and financial penalties.

Foresight’s robust conduct risk framework, clear ethical

guidelines, regular training, whistleblowing procedures

and strong leadership engagement foster a culture of

integrity and accountability.

Low Medium High

Risks

Increase Trending up Decrease No change

Principal risks

45

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Risks

Emerging/evolving risks

Emerging and evolving risks are risks that carry a higher degree of uncertainty around their impact and likelihood. The Risk function prepares regular reports for the Board setting out scenarios and

their potential impact on our assets and our operational resilience.

Risk Description Consequences How we manage this risk

Third-party

risks

Third-party risks involve potential threats stemming

from our reliance on external service providers,

vendors and partners.

Widespread adoption of third-party platforms by

Group functions can create critical dependencies.

Failures or security breaches by third parties could

result in service interruptions, financial losses,

regulatory breaches and reputational damage.

We implement rigorous due diligence, continuous monitoring, robust contractual

agreements, and establish clear accountability for third-party relationships,

alongside contingency planning to minimises disruptions. We also plan for the

unavailability of critical systems as part of our digital operational resilience.

Geopolitical

risk

Geopolitical risks continue to surface resulting from

global political tensions, conflicts, trade disputes and

changes in international relationships.

Heightened geopolitical risks can lead to market

volatility, operational disruptions, asset impairment

andadverse impacts on global investment portfolios.

Rapidly escalating tensions could have a significant

impact on our supply chains.

We conduct regular geopolitical risk assessments, scenario planning and

proactive portfolio diversification. Our teams closely monitor geopolitical

developments and adjust investment strategies to mitigate impacts.

Artificial

Intelligence

Alongside the many opportunities, Artificial Intelligence

(“AI”) represents a risk to the profitability and

competitive advantage of the Group.

Misuse or poorly calibrated AI engagement could lead

to biased decision-making, regulatory violations, loss of

data, client and counterparty trust and financial losses.

Foresight’s Risk and Compliance team’s oversight over the implementation of

AI-supported platforms and processes as part of an accountability and control

framework to reduce the risk of harms to Foresight and its clients through

adoption of this technology.

Increase Trending up Decrease No change

46

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

As of 31 March 2025, the Group balance sheet was strong.

The cash balance at year end was £43.3 million and this

financial position provides confidence that the Group has

sufficient financial resources for the foreseeable future.

Viability statement

Based on the results described above, the Directors confirm

they have a reasonable expectation that the Group is well

positioned to manage its operations and meet its liabilities

asthey fall due, over the five year period they assessed.

The Directors also consider it appropriate to prepare the

financial statements on the going concern basis.

Pages 4 to 113 constitute the Strategic Report, which was

approved by the Board on 25 June 2025 and signed on

itsbehalf by:

Jo-anna Nicolle

Company Secretary

In accordance with the UK Corporate Governance Code,

the Directors have carried out a comprehensive and robust

assessment of the Group’s prospects and viability.

Process and period for assessing viability

The Directors have assessed the Group’s viability over a five

year period to 31 March 2030, taking account of the Group’s

current financial position and the potential impact of our

principal risks.

The Group’s long-term prospects are primarily assessed

through the strategic and financial planning process. The main

output of this process is the Group’s five year plan (increased

from a three year plan to promote business longevity), which

is produced by the Finance Team with detailed input from

team heads across each area of the business. The Executive

Committee and Group Board review and challenge the plan.

The assessment of the Group’s viability requires the Directors

to consider the principal risks that could affect the Group,

which are outlined on pages 36 to 46. The Directors review

the principal risks regularly and consider the options

available to the Group to mitigate these risks, to maintain

theGroup’s ongoing viability.

As part of the Internal Capital Adequacy and Risk Assessment

process (“ICARA”), stress testing is performed on the Group’s

five year plan, which considers the impact of one or more

of the key risks crystallising over the assessment period.

Severe but plausible downside scenarios applied to the

planincluded:

ș 50% lower fundraising

ș 10% reduction in valuation of the funds managed by

theGroup

ș 25% lower deployment

ș A combination of the three scenarios above

Having reviewed the results of the stress tests, the Directors

have concluded that the Group would have sufficient

resources in each scenario and that the Group’s ongoing

viability would be sustained. The shift in recent years to

a more recurring revenue model, with c.85-90% recurring

revenues from evergreen or long-term funds, means the

Group has a stable baseline profitability. Under all the

scenarios above, the Group remains profitable and in the

event of any of these happening, mitigating actions would

betaken to protect and enhance this profitability further.

Viability statement

47

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

The Board recognises the fundamental roles our Stakeholders play in achieving

the Group’s long‑term success and generation of value for Shareholders.

This section provides an overview of our engagement with

Stakeholders over the financial year.

Stakeholder engagement is extremely important to ensure

the resulting outcomes of the Group’s operational, investment

and strategic decisions are sustainable and positive. Through

active engagement, we are able to foster relationships and

collaborations, enhancing the quality of our interactions.

Thisenables us to gain valuable insights andbetter

comprehend the potential implications our business

decisionsmay have on our Group and/or Stakeholders.

Consequently, we ensure that we are sufficiently and

appropriately informed to effectively manage any negative

impacts with a strong commitment to finding satisfactory

solutions for all affected parties.

This section provides some insight to the Stakeholder

engagement that has taken place over the financial year.

Much of the engagement is undertaken by and for the Board,

via the Group’s management across the various business

areas. Where this is the case, management feed back to the

Board either directly or via Board reporting.

The Board strategy day, which takes place on an annual

basis with the Executive Committee and other members of

Senior Management, provides an opportunity for the Board to

question and receive direct feedback from those present and

to receive reports from those not in attendance. This, along

with a networking day at which the Non-Executive Directors

meet with senior managers across the business, also enables

open discussion on various key matters and provides updates

on market conditions and industry trends and changes

(please also see pages 128 and 129 for more details).

Details of the Board’s activities over the year can be found

on pages 128 and 129, and our Section 172(1) statement on

pages 54 and 55 provides an overview of how the Board has

discharged its statutory obligations.

Additionally, details of key Stakeholder group engagement

areprovided on the following pages.

Stakeholders

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48

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Stakeholders

Our Shareholders

Current and future

Description

Our Shareholders are the owners of our Company.

Focus

ș To provide transparency and clarity in disclosures and

communications generally

ș To safeguard and improve market position

ș To ensure the market, Shareholders and other Stakeholders

arekept informed

How we engaged

ș Ongoing engagement programme for existing Shareholders and

potential new Shareholders to meet with the Company’s Executive

Directors and divisional management

ș Attended sell side conferences for the UK and European

institutional investor market

ș Utilised the Investor Meet Company platform to communicate

directly with retail investors

ș Liaised with proxy voting agencies regarding AGM resolutions to

ensure sufficient transparency and explanations and to understand

voting trends

ș Engaged with our house corporate brokers to review market best

practice for the communication of new medium-term guidance

ș Supported additional sell side analysts in their initiation of

research coverage of the Company

Outcomes

ș New medium-term guidance launched as part of FY24 results,

withFY25 results providing further granularity

ș Following investor feedback, simplified FY25 financial disclosure

ș Increased sell side analyst research coverage of the Company

Our People

Partners and colleagues

Description

Our people are our most valuable assets, and their development and

wellbeing are key to our success.

Focus

ș To improve opportunities for people development

ș To improve engagement and retention

ș To improve diversity and inclusion

How we engaged

ș Completed the Annual Staff Engagement Survey and Employee

Forum to gain employee feedback

ș Launched Wellhub, a wellbeing and fitness platform providing

subscriptions that are cost effective and support fitness,

mindfulness, therapy, nutrition, and sleep

ș Relaunched our Company values with dedicated workshops and

values champions from across the business taking ownership for

embedding the values across the Company

ș Embedded 360-degree feedback within the appraisal process,

ensuring individuals get well rounded feedback from across the

business

ș Opened our ELEVATE programme to external participants for the

first time since the programme was launched

ș Held three manager training workshops during the year aimed

at those that are new to people management to provide the

foundations of being successful manager

ș Held eight Insights Discovery Training workshops across four

teams to help individuals understand themselves and colleagues

better, leading to improved communication, collaboration, and

overall team dynamics. More workshops are planned with other

teams

ș Active engagement with WHEB and FCM teams as regards

the WHEB acquisition and follow-up check-in exercise to gain

feedback on the integration process

Outcomes

ș 91% response rate to staff survey, scoring 78% for engagement.

Noted both areas of strength and areas for improvement so that

actions can be identified and addressed

ș 30% of our people globally have subscribed to Wellhub in the

twomonths since launch

ș 26 females across Senior Manager, Associate Director, Director

and Managing Director have participated in ELEVATE with 100%

stating they had learnt new skills that will enhance their impact in

their roles

ș 28 people have attended the LEAD sessions across both in-person

and online sessions

ș Skills series – An initiative comprised of interactive workshops

designed to equip employees with essential knowledge and practical,

transferable skills. In the last year we had four workshops with 92

participants. 100% of attendees strongly agreed that they will

transfer the knowledge and skills gained to their day-to-day roles

ș Evolution of our annual manager training. 100% of participants

said this session either met expectations or exceed them

ș 100% of participants of the Insights Discovery Training workshops

rated both the experience and value of workshops as good or

excellent

ș Successful integration of the WHEB staff though inter-functional

collaboration ensuring a smooth transition. Also feedback will help

ensure improve the process for any future acquisitions

49

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Stakeholders

Our Clients, Investors and

Financial Advisers (“FAs”)

Description

Understanding the needs of our clients and customers is important to

our long-term success. For our retail products, our sales are via our FA

network and it is important for us to build strong relationships with them.

Focus

ș To ensure that our sales and investor relations operations are

compliant with applicable regulations

ș To ensure our staff are appropriately trained to deliver a high

standard of customer service

ș To ensure we understand the needs of our clients, investors and

FAs for our products and services

ș To provide training to our FAs and build our FA network

How we engaged

ș Carried out a customer survey with certain FAs to gain feedback

for improvement

ș Feedback from the sales and investor relations teams via Board

reporting and direct presentations to the Board

ș Reporting to and meetings with sales and investment teams’ senior

management regarding:

ș Expanding the distribution of products and services

ș Potential business product development opportunities

ș Sales and investor relations team engagement with FAs as regards

the portal service and products

ș Engaged target market surveys to assess advice provided to FAs’

clients about our products

Outcomes

ș Distribution of products in the US and engagement of placing

agents to identify sales opportunities in other countries

ș Portal roll-out to FAs bringing operational efficiencies and

increased security over personal data

ș Target market surveys results assist with the provision of training

to FAs

Our Communities

Description

We recognise the importance of contributing to our communities

through volunteering, working with local schools, community

investment and forming longer-term partnerships.

Focus

ș To ensure that the investment teams have appropriate tools and

controls in place to assess community impact, aligning with the

UNSustainable Development Goals (also referred to as “SDGs”)

ș To support staff in their charitable activities

ș To promote Foresight’s external reputation by supporting

communities local to our business locations across the Group

How we engaged

ș Engaged with schools in London and Nottingham in less privileged

areas and an intern from the Amos Bursary (please see case study

on page 53)

ș Held staff events for the purpose of raising funds for charity

ș Supported our listed funds to donate monies to facilitate

educational activities

ș Organised the Frontier Connect Forum, which took place over two

days and was held at the Eden Project for institutional investors,

advisers, banks and NGOs

Outcomes

ș Pupils of the schools we engage with have access to understand

our business and explore employment opportunities

ș Staff activities raised £18,000 for the Open Bionics Foundation,

which helped to fund bionic limbs for three children in the UK

whose families were unable to afford them

ș School visits to our renewable generation assets

ș The outcomes of the Frontier Connect Forum are described in the

case study on page 52

50

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Stakeholders

Our Suppliers and

Service Providers

Description

Our service providers enable us to enhance our internal capabilities,

strengthen business continuity and satisfy legal and regulatory

requirements and so are essential in ensuring high standards and

efficiency in both our operations and our funds.

Focus

ș To ensure due diligence is carried out at onboarding and

periodically thereafter

ș To ensure a robust selection process for new service providers

ș To ensure active management and day-to-day contact and

adequate oversight

How we engaged

ș Service providers were reviewed against our business standards

and applicable regulatory obligations to manage and monitor risk

ș Oversight of service providers including due diligence visits to a

selection of service providers in accordance with a risk-based

approach and Board update on material issues and risks via

compliance and risk reporting

ș Hosted service providers’ own due diligence visits where the

business has completed information and documentation requests

and held meetings with the service providers

ș Maintained day-to-day contact with our service providers via the

operations teams, who manage these relationships

Outcomes

ș As a result of our due diligence visits to and from our service

providers, we have improved the processes between the business

and the service providers for operational effectiveness and

enhanced service delivery

ș We continue to ensure our service providers operate at a

satisfactory standard

ș Where relevant, we made minor recommendations to the service

providers such as changes to processes and procedures and

continuing training

ș Updated our Third-Party Risk Management and Outsourcing Policy

Government, Regulatory

and Industry Bodies

Description

As an investment management group, we are subject to financial services

regulation in the jurisdictions in which we operate. We are also subject

to the decisions made by government that may affect our business.

Focus

ș To ensure our various authorisations, registrations and licences

are maintained

ș To maintain an open and transparent relationship with our regulators

ș To ensure we maintain our memberships and signatory status of

the industry bodies important to our business

ș To engage with local governments to influence decisions affecting

our industry and business

How we engaged

ș Engaged with the FCA re consultation on cost disclosures for listed

closed ended investment companies

ș Meetings with UK Government departments in relation to emerging

policy relevant to Foresight

ș Direct engagement with UK Sustainable Investment and Finance

Association (“UKSIF”)

ș Signatory to the UN PRI re the EU’s proposed omnibus legislation

concerning the sustainable finance framework

ș Engagement with The Good Economy and other publications and

hosting networking meetings to share knowledge, enable mutual

learning and promote institutional investment across the UK

ș Signatory to Pensions for Purpose

ș Signatory to the Investing in Women Code and participation in a

tender to manage a dedicated fund for female-led and mixed

businesses

Outcomes

ș Foresight achieved a five-star rating from UN PRI and signing

the UN PRI statement re the omnibus legislation, signed the joint

statement issued by Eurosif, IIGCC and the UN PRI

ș The FCA proposed a simpler and more flexible cost disclosure

system for closed end investment companies tailored to the UK and

exemplifying how our engagement helped bring about positive change

ș UKSIF’s consultation response aligned to Foresight’s views,

ongoing discussions with UKSIF re SFDR and SDR which fed

into their discussion with the policymakers while also providing

Foresight with valuable insight about the views of other investors

ș Through engagement with The Good Economy, Foresight was

recognised as contributing to the Greater Manchester Pension

Fund’s impact portfolio and the wider place-based investment

conversation, as well as facilitating meaningful discussion between

local authority leaders and local government and impact oriented

institutional fund managers

ș Pensions for Purpose engagement resulted in Foresight having

exposure to large events, training programmes and Impact Lense

Research

ș Participation in initiatives promoting women in business and

improving potential for the success of female entrepreneurs

51

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Stakeholders

Case Study: Frontier Connect ForumCase Study: Frontier Connect Forum

Frontier Connect Forum

Hosted in partnership with The Eden Project, the Frontier

Connect Forum was a two-day, solutions-focused

event designed to catalyse investment into sustainable

infrastructure and nature. It brought together experts across

sectors to develop actionable strategies for tackling some

of the most pressing global challenges – from the energy

transition to nature restoration.

Background

Climate urgency is at an all-time high. Global bodies such

as the IPCC have made it clear: we are not moving fast

enough. To meet the Paris Agreement goals and mitigate

environmental and economic risks from extreme weather

and biodiversity loss, targeted investment is urgently

needed.

But capital mobilisation faces major barriers. Recognising

this, we evolved our annual Sustainability Forum into the

Frontier Connect Forum – an immersive gathering focused

onanswering a critical question:

How do we mobilise capital at scale into sustainable

infrastructure and nature by 2030?

Two days of cross-sector collaboration

Held at The Eden Project, the Forum convened a diverse

group of stakeholders – institutional investors, commercial

banks, policymakers, NGOs, scientists, and innovators –

forcollaborative think tanks, strategic discussions, and

solution-focused pitches.

The agenda centred on three high-priority themes:

ș Energy Transition

ș Decarbonisation Beyond Power

ș Nature & Natural Capital

Key participants included representatives from Foresight,

The Eden Project, Lawyers for Nature, Fera, Nature Finance,

Coal Pension Trustees Services, Innovate UK, Astrid

Advisors, Investec, Worthwhile Capital Partners, TPT,

P1Investment Management, Helaba, and London CIV.

Key outcomes

The think tanks and pitch sessions generated concrete ideas

for unlocking capital at scale. These insights were captured

in a targeted post-event memo, which is now informing

government policy conversations. Highlights include:

ș Viable finance mechanisms for natural capital investment

ș Cross-sector investment models to scale decarbonisation

ș Strategies for aligning public and private funding to

accelerate the energy transition

A catalyst for action

To ensure outcomes extended beyond the event, we

produced a comprehensive post-event package, including:

ș Six professionally produced highlight videos

ș A tailored follow-up campaign

ș A dedicated Frontier: Listen podcast episode

The Forum strengthened key relationships and

reinforced Foresight’s leadership in sustainable finance.

Followingthe event, Foresight was invited to contribute

to Eden’s Parliamentary Nature Government Scheme and

featured inThe Times through a major environmental

correspondent, affirming our role as a trusted partner and

industryinfluencer.

A government-focused summary memo is now supporting

policy development, while the event laid the foundation for

ongoing activations through 2025 and beyond.

Why it matters

The Frontier Connect Forum showcased the power of

convening the right voices to accelerate climate action.

It positioned Foresight not only as an investor, but as a

facilitator of real-world impact – enabling capital deployment

and knowledge exchange to drive the net-zerotransition.

“It was reassuring to see what could be achieved in such

a short amount of time with the right people and a little

pressure.”

– James Cameron, Entrepreneur

Through our ongoing partnership with The Eden Project, we

aim to scale this platform globally, accelerating meaningful

change where it’s needed most.

Watch the Highlights:

ș Nature Highlights

ș Energy Transition Highlights

ș Decarbonisation Beyond Power Highlights

ș Listen to the Frontier: Listen episode

52

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Stakeholders

Case Study: Foresight Careers Day – The Amos Bursary Case Study: Foresight Careers Day – The Amos Bursary

Aiming to inspire and empower the next generation of

professionals Foresight hosted students from its charity

partner, The Amos Bursary for an exciting careers day.

Theorganisation supports high-achieving students of

African and Caribbean heritage, giving them insights into a

broad range of career pathways within the investment and

sustainability sectors. The initiative forms part of Foresight’s

Thrive strategy and its continued commitment to improving

diversity, equity and inclusion.

Led by Stevie Stowell (People and Sustainable Culture

Associate) and Mohamed Munye Abrar (Business

Development Associate), we welcomed eighteen students

to an immersive careers day. Colleagues from across the

business volunteered to run interactive sessions, panel

discussions and networking opportunities, sharing personal

career stories and offering practical advice.

The day also included open conversations, allowing Foresight

professionals to learn from students about their aspirations

and experiences.

The day was a meaningful exchange of ideas and

experiences, reinforcing Foresight’s commitment to talent

development. It deepened the organisation’s partnership

with The Amos Bursary, following the launch of a formal

internship programme in 2023. Feedback from participants

highlighted how the sessions broadened their understanding

of the investment industry and inspired confidence in pursuing

professional goals. The event also strengthened internal

engagement, with volunteers across the business expressing

pride in contributing to the future talent pipeline.

53

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Foresight Group Holdings Limited is incorporated under

Guernsey law, which does not have a statutory equivalent to

Section 172(1) of the Companies Act 2006 (“s172”). However,

the Board is committed to complying with the UK Corporate

Governance Code (the “Code”) and, as required under

Provision 5, has undertaken to act in a manner consistent

with s172 and give consideration to the matters set out in

s172 when making decisions and providing oversight and

leadership of the Group.

To illustrate how the Board has considered the matters set

out in s172, the adjacent table highlights some of the key

decisions and actions taken by the Board over the course

ofthe year.

These decisions include alignment with the Group’s strategy,

the interests of our Stakeholders and employees, and

the impact of the Group’s operations on the community

andenvironment.

Other examples of how the Board has considered the matters

set out in s172 can be found in our Stakeholders section on

pages 48 to 53.

As a result, the Board considers that it has promoted the

success of the Group in compliance with s172 in a manner

consistent with the Group’s purpose, values and strategy,

having due regard to the Group’s ongoing regulatory

responsibilities.

Section 172(1) statement

The likely consequences of any

decision in the long term

The need to foster the Group’s

business relationships with suppliers,

customers and others

The desirability of the Group

maintaining a reputation for high

standards of business conduct

ș The formalisation of a capital allocation

approach, to provide certainty to

our Shareholders as to how capital

isallocated, together with changing

tohaving a five year plan in place of a

three yearplan to promote business

longevity.

ș The acquisition of the trade and assets

of WHEB Asset Management LLP, the

appointment as sub-manager and

sub-distributor to the Liontrust Diversified

Real Assets Fund business, and the raising

of new institutional funds into Foresight

Natural Capital Ltd added £800 million

to Group AUM, extended the Group’s

product range and provided various

otherbusiness opportunities.

ș The launch of FEIP II extended the

Group’s product range and increase

inAUM.

ș The extensions to the buyback

programme.

ș As shown in the Stakeholders section

onpages 48 to 53, the Board and Senior

Management acting for the Board have

engaged with various Stakeholders over

the course of the financial year.

ș Foresight produces an annual ISAE

3402 report, which is reviewed by BDO.

A similar report is also produced and

reviewed in Australia.

ș Foresight acts on feedback from its

clients and fund investors and complies

with the conduct regulations in all of

the regulated jurisdictions in which

itoperates.

Read more in:

Financial Review

Strategic Report

Read more in:

Business Review

Read more in:

Audit & Risk Committee Report

Stakeholders

Examples:

54

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Section 172(1) statement

The interests of the Group’s employees The impact of the Group’s operations

on the community and the environment

The need to act fairly as between

members of the Company

ș Alison Hutchinson, the Board’s workplace

representative and Chair of the Employee

Forum, continued to provide updates to

the Board on the Forum’s discussions.

ș The Group also held its annual employee

survey to gain feedback and identify

areas for improvement.

ș The Group completed a double

materiality analysis (“DMA”) at the

start of FY25 which identified material

impact areas including aspects of the

environment and communities. Each of

these material topics are reported on

within the Sustainability section of the

Annual Report.

ș The Group employs a Sustainability

team to ensure that we identify risks

and opportunities in relation to the

environment and communities at the

point of investment and throughout the

investment lifecycle.

ș As can be seen in each AGM Notice,

Shareholder votes on certain resolutions

may only be passed if there is a majority

of independent votes, i.e. the votes of the

parties to the Relationship Agreement

are excluded. This is via dual voting and

independent-only voting.

Read more in:

Sustainability

Read more in:

Sustainability

Read more in:

The AGM Notice

Examples:

Alison Hutchinson CBE, Senior Independent

Non-Executive Director at Foresight

55

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Hume Hydro, Australia, Part of Foresight’s portfolio

Sustainability

57 Sustainability

58 Sustainability governance

61 Sustainability strategy

66 Environment: TCFD

95 Social

108 Governance

110 Sustainability strategy

111 Indices

We invest in the transition

to a sustainable economy.

56

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Basis of preparation

The scope of consolidation of the sustainability disclosures

aligns with Foresight Group’s financial reporting.

Frameworks and data selection

This report is aligned with the ISSB Standards.

The content within the Environmental section of this

report has been prepared in accordance with the TCFD

requirements.

Following a Group wide double materiality assessment

conducted in 2024 based on the framework provided by the

EU Corporate Sustainability Reporting Directive (“CSRD”) and

the associated European Sustainability Reporting Standards

(“ESRS”), we have chosen to follow the ESRS structure in this

report as these standards are widely recognised and a key

reference point for many of our European investors.

Emissions data

The WHEB acquisitions and Liontrust Diversified Real Assets

Fund are included in emissions from the date of acquisition

with the exception of Scope 3 financed emissions which

excludes Liontrust.

The TCFD section of this report provides detailed

explanations on how the emissions data has been

prepared,covering Scopes 1, 2 and 3.

Foresight’s employee data

Employee data has been reported based on actual

headcount. Figures represent either as at year end,

31March2025, or cover the period from 1 April 2024

to 31March 2025. No estimates have been made in

thecompilation of the data.

Value chain

Data supplied from the value chain:

ș Ethixbase data is the primary platform used within

our Infrastructure division, enabling interrogation of

counterparties and suppliers against a comprehensive

listof more than 800 global enforcement, sanctions and

watch lists

ș Other sustainability-related data is taken directly from

our investments (assets and portfolio companies) through

Board and Fund reporting processes, including the use

of online reporting platforms and publicly available data

(Bloomberg data and MSCI data)

External review

Carbon emissions data (excluding Scope 3 financed

emissions) are audited with limited assurance by

TurleyAssociates Ltd, anindependent third party.

Over the past year, we have made significant strides

in delivering on the sustainability commitments we

set out in our previous report, closing out several key

initiatives that reflect our dedication to responsible

growth. These achievements were made possible

through the collective efforts of our teams and

Partners, even as our business continued to expand

both organically and through strategic acquisitions.

This progress underscores our belief that

sustainability and growth are mutually reinforcing.

Looking ahead, we remain focused on driving

positive change and aligning with global standards

where appropriate. This year, we’ve advanced our

climate-related disclosures in line with the TCFD in

addition the disclosure has been aligned with ISSB,

enhancing transparency and accountability across

our operations. As we continue to scale, we are

embedding climate resilience and sustainability into

our strategy – ensuring that our growth is not only

resilient but also responsible.

Sustainability

Introduction General disclosures

77%

of our assets are in investments aligned with

the Multilateral Development Banks (“MDBs”)

list of activities considered universally

aligned with the Paris Agreement’s mitigation

goals. SeeDivisional breakdown on page 88.

57

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

This section sets out the processes and controls put in place

to monitor, manage and oversee sustainability matters.

Board

The Board of Foresight Group Holdings Limited (“FGHL”)

has ultimate responsibility for sustainability for the Group,

including climate-related issues. The Board is kept informed

on sustainability matters via the Board reporting provided

by the Sustainability team as well as other teams across

the Group. This helps to ensure the Board is kept up to

date on the Group’s sustainability work, including its

resilience and responsiveness to evolving sustainability

challenges and opportunities. Alison Hutchinson, who is the

Senior Independent Non-Executive Director, is the Board’s

sustainability representative and liaises regularly with the

Group’s Sustainability Leads.

Audit & Risk Committee

In accordance with the terms of reference for the Board’s

Audit & Risk Committee, the Sustainability team provides

it with reports for consideration at its meetings. The Audit

& Risk Committee reports to the Board on such matters,

making recommendations, where appropriate, for the Board’s

decision and direction.

Executive Committee

The Group’s Executive Committee provides strategic

oversight of the Group’s sustainability activities, ensuring

alignment with broader business objectives and climate

related commitments. Elizabeth Scorer, Head of Corporate

Affairs, holds the overall responsibility for the Group

sustainability function, to whom the Group’s Head of

Sustainability Operations reports. Both also have direct

access to Alison Hutchinson.

Sustainability Committee

The Executive Committee appointed the Sustainability

Committee to undertake the following key responsibilities:

ș Recommend and oversee the implementation of Foresight

Group’s sustainability strategy

ș Guide and advise Foresight Group’s approach to

sustainable investing (also known as “responsible

investment”) and corporate social responsibility

(alsoknown as “responsible business”)

ș Identify, review and manage the outputs of the Committee

and working groups

ș Monitor performance of key material topic areas in

regardto materiality evaluation and reporting. This

includes climate-related matters, such as overseeing the

development of effective systems to monitor and report

on risks and opportunities arising from climate change

The Sustainability Committee reports directly to the Executive

Committee via its Chair and Vice Chair, and operates both

independently and through working groups appointed to

undertake certain work/tasks. During the financial year, the

Committee appointed a new Chair: Group Chief Investment

Officer and a new Vice Chair: Head of Corporate Affairs. The

remaining members, all Director level and above, represent

key areas of the business including the Infrastructure, Private

Equity and FCM Divisions, Marketing, Governance, Risk,

Sustainability and People and Sustainable Culture.

Working groups

Since the end of the financial year, a review of the permanent

working groups was undertaken. This resulted in streamlining

the number of working groups down to three and updating

their respective mission statements and memberships. Each

working group consists of representatives from various

business areas within Foresight as relevant to the purpose

ofthe Group.

To ensure the performance of the working groups is

monitored and reported to the Sustainability Committee,

they are each chaired by the Group Head of Sustainability

Operations.

ș Environmental: focusing on climate and nature-based

activities of the investment divisions and corporate

business

ș Social: working to better understand human rights and

labour rights in the value chain in relation to the activities

of the investment divisions and corporate business

ș Sustainability Reporting and Regulations: focusing

on compliance with laws and regulations, including

requirements for sustainability communication and

recommending opportunities for enhancing our

reportingstrategy

The Sustainability team is responsible for co-ordinating

the strategic and operational sustainability work within

ForesightGroup.

Sustainability team

The Sustainability team is comprised of a number

of sustainability professionals, including the Head of

Sustainability Operations, who manage the day-to-day

sustainability operations. The Team has close contact with

the Group’s Governance, Risk and Compliance teams, and

provides support to the Group’s sales/fundraising activities.

The team provides written reports directly to the Board and

the Head of Sustainability Operations may at times present

directly to it.

Sustainability governance

58

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Policies

During FY25 we established four new policies and refreshed

two existing policies. These updates take account of the

output of our double materiality analysis and investor

demands, as well as changes in regulatory and voluntary

frameworks. These are:

ș Sustainability Policy

ș Responsible Investment Policy

ș Sustainable Sourcing Policy

ș Environmental Policy

ș Human Rights Policy

ș Group Code of Conduct

Our policies cover the jurisdictions in which we operate and

set out our baseline approach to the respective subjects.

Where required, we will develop tailored approaches to allow

for nuances across the jurisdictions and investment strategies

at Foresight.

The Sustainability Policy sets out Foresight Group’s high-level

vision and commitment to identify and take steps to

address material sustainability matters across our business

operations. We are committed to take actions that decrease

negative impacts, mitigate risk and capture opportunities.

To achieve this goal, this policy sets out the minimum

standards for how we identify and manage these matters,

across all our divisions, aligning with our strategic priorities

and long-term objectives.

These standards cover our approach to mitigating the

environmental impact of our operations; promoting the

wellbeing, safety, equity and inclusion of our employees,

workers across our value chain and the communities we

operate in or influence; working towards positive outcomes

for our customers and end-users; and upholding strong

governance practices throughout our organisation.

The Responsible Investment Policy sets out Foresight Group’s

high-level vision and commitment to integrating material

environmental, social and corporate governance issues into

the full lifecycle of our investment decision-making processes

including due diligence, portfolio management and exit

processes. Where consistent with our fiduciary responsibilities,

we apply the six UN Principles for Responsible Investment,

recognising this as part of our duty to act in the best long-term

interests of our investors and Shareholders. This policy

integrates with the divisions’ investment processes and

includes a Group-wide investment exclusions list.

The Sustainable Sourcing Policy sets out Foresight Group’s

approach to sustainable sourcing by taking steps towards

ensuring sourcing is from suppliers aligned with the standards

of labour, human rights, environmental and sustainable

conduct set out by the UN Global Compact. The policy

implementation will prioritise suppliers based on their

contract size, our overall spend and risk profile.

Sustainability governance

Principles of

Responsible Investment

As a globally recognised benchmark for responsible investing,

our PRI scores demonstrate the importance of integrating

environmental, social and governance (“ESG”) factors across

all facets of our investment processes. Strong scores increase

our credibility with investors, Stakeholders and regulators,

enabling us to attract capital, while remaining accountable

forour sustainability commitments.

Our results:

We were delighted with our results from the latest PRI

assessment which showed 5 star scores across all modules

completed, demonstrating our robust approach to

responsible investing.

ș Policy Governance and Strategy: 93% (

)

ș Direct – Listed Equity (Active Fundamental): 96% (

)

ș Direct – Private Equity: 95% (

)

ș Direct – Infrastructure: 96% (

)

ș Confidence-Building Measures: 100% (

)

PRI look-ahead:

While we are proud of these results,

we anticipate changes

inthe PRI question set and weightings and

will work to adapt

tothese changes and position ourselves as a leader in

responsible investing. Robustness in data collection will

beakey factor in this as the industry moves rapidly towards

greater levels of assurance. We remain committed to

maintaining our reputation by ensuring transparency

andintegrity in our approach to reporting.

59

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability governance

Policies

The Environmental Policy outlines the measures Foresight is

implementing to manage environmental risks and opportunities

within our investment processes and operations. The policy

focuses on addressing environmental matters that were

identified as material in our double materiality analysis.

Theseinclude climate change, pollution, water, biodiversity

and resource use and the circular economy.

Foresight’s Human Rights Policy outlines our commitment to

respecting human rights, including labour rights and those

of our value chain workers. It promotes mitigating negative

impacts, ensuring due diligence processes are based on

the UNGPs and OECD Guidelines for Responsible Business

Conduct and emphasises the importance of working with

suppliers to ensure that workers in our value chain also

havesafe, healthy and supportive work environments.

Members of the Foresight team

In addition, Foresight has adopted a Group Code of Conduct.

Foresight is committed to act in a responsible manner and

this Code describes the manner in which we want and expect

our business to be conducted, and how our Stakeholder

relationships are to be managed. To achieve that, this Code:

ș Describes our culture, purpose and values as well as

thestandards for our behaviour and how we should

makedecisions

ș Serves as our main policy on ethics and by complying

withits principles, provides an ethical compass

ș Provides general principles and guidance on how we

should act and what we should do when we undertake

ourbusiness activities

Furthermore, Foresight’s Infrastructure division requires that

new contracts adhere to an infrastructure-specific supplier

code of conduct.

60

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability strategy

Foresight made 18 formal sustainability commitments

for FY25¹, as outlined in the FY24 Sustainability Report.

Progresson the commitment themes is as follows:

Investment processes

These commitments focused on enhancing due diligence

processes across our three investment divisions and the

corporate function. They primarily address improvements

in response to the outputs of the double materiality analysis

conducted in 2024, regulatory requirements and human rights

considerations across the portfolio. During the year we made

progress including updating our approach to materiality

assessment, the development of a human rights action plan

through our human rights working group and updates toour

investment processes.

Risk

This commitment required the integration of the double

materiality analysis into the Group Enterprise Risk

Management framework (“ERM”). The risks identified

as material have been integrated into the Group’s ERM

software solution and allocated a specific individual risk

owner. Risk owners will be provided with training on the

ERM software and, where appropriate, follow up training

on risk identification and assessment. This will enable each

risk owner, with support from the Risk team, to effectively

monitor, manage and mitigate the risks for which they are

responsible.

Governance

Throughout the year, we have significantly enhanced the

Group’s sustainability resources and published a Group

Codeof Conduct. In March 2025, we introduced our

inauguralResponsible Investment Policy, which spans

all three investment divisions. This policy integrates our

investment processes and includes a Group-wide investment

exclusions list.

Our people

The Group has continued to work towards our diversity and

inclusion objectives within our own workforce. To further

support the business as it continues to grow, the Group has

expanded the Executive Committee and now includes female

representation.

Climate

In FY25 we delivered against three key commitments covering

climate scenario analysis, fund-level TCFD reporting and

assessing the feasibility of carbon reduction targets and

transition plans. Different methodologies are used for each

asset class and results are presented separately within

our climate disclosure (TCFD Report). Our Infrastructure

division continued with their existing methodology, working

with S&P Climanomics on annual TCFD-related climate risk

and scenario analysis. We utilised climate risk assessment

reports for four FCM funds using the MSCI Climate Value at

Risk methodology and we plan to improve coverage where

we can for our investment trusts. A process to assess climate

risk and financial materiality has been incorporated in the

investment process for our Private Equity division, enabling

managers to evaluate physical and transition risks and assign

impactscores.

All funds were assessed to identify those in scope of full

public disclosure or “on demand”. For the “on demand”

funds, a TCFD reporting template has been developed.

FGEN has committed to net zero and has developed a

transition plan which is now publicly available. This is

currently Foresight’s only fund with such a commitment.

Atthe Group level, we continue to assess and compare net

zero methodologies, with the intention to initiate and develop

our Group-wide approach to net zero. This is likely to be

a phased approach, beginning with our operational Scope

1 and 2 emissions. External investor groups are providing

guidance, though the Net Zero Asset Managers Initiative

has paused activities for a programme review. Inclusion of

climate-related KPIs in remuneration strategies is linked to

establishing carbon reduction targets, which will be detailed

as part of our net zero recommendations.

Regulatory

These relate to the review and enhancement of investment

due diligence processes and specific sustainable finance

requirements (UK SDR, EU SFDR and sustainability claims

rules).

Progress has been made in the Private Equity division’s

investment process. Additionally the FCM division received

UK SDR Focus Labels.

We will continue to hold ourselves to account, ensuring

we build in resilience for our business through effective

regulatory horizon scanning.

FY25 commitment review

1. For full list of commitments see page 242.

61

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability strategy

Foresight Group operates across three investment divisions

and a corporate business, each with its distinct value chain.

Key participants involve investors, assets, sub-contractors,

suppliers of equipment and raw materials, purchasers and

users of products. Our value chains are integral to our

operations and were considered in our double materiality

analysis. This analysis emphasised the importance ofour

value chains throughout the investment lifecycle.

Investment lifecycle and human factors

As part of our double materiality process last year, an

independent third-party adviser evaluated our value chains

focusing on the investment lifecycle and on human factors

such as workforce and community impacts. This evaluation

is a critical component of our due diligence processes which

is supported by multiple tools and platforms to ensure a

comprehensive review:

ș World Check: Utilised across the business for standard

due diligence checks

ș Ethixbase: Specifically used by our Infrastructure

division for enhanced ESG due diligence on higher-risk

counterparties

ș Third-party DD: Enables us to deep dive into risks and

impact areas further down the value chain

Continuous improvement and future goals

We recognise there is much more to do to fully understand

Foresight Group’s value chain across our tier 1 and tier

2 suppliers. By gaining deeper insights into these areas,

weaimto better identify and address potential risks,

ensuringa more sustainable and responsible approach

toourbusiness operations.

Foresight investment streams’ downstream value chain

Foresight

Infrastructure/PE/

FCM fund

Stakeholders within

the asset or its

value chain can be

considered “worker

in the value chain”,

“affected community”

or“end users”

Note: the value chain illustration includes Stakeholders

(companies and individuals), not inflows and outflows in

terms of materials and resources.

Retail investors are

considered part of

“downstream” value

chain as they are

the “end users” of

Foresight’s products

Downstream value chain

Downstream 1Downstream 2

Co-investors

Users of products/

services from asset/

portfolio company

(e.g. users of

renewable power or

healthcare products)

Sub-contractors

Institutional

investors

Retail investors of

institutional investors

(pension savers)

Retail investors

Suppliers of materials

to the asset or the

company

Asset within fund/

portfolio company

within the fund

Buyer of product/

service from asset/

portfolio company

Value chain overview

62

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability strategy

As reported in our last Sustainability Report, Foresight

conducted a double materiality analysis in FY24. Our double

materiality analysis approach is based primarily on the

European Sustainability Reporting Standards (“ESRS”) and

also meets International Sustainability Standards Board

(“ISSB”) requirements.

The analysis was completed for each of the investment

divisions, as well as the corporate entity. This process

included assessing our own activities and considering our

value chains.

The first step of the double materiality analysis involved a

high level mapping exercise of our value chain and identifying

our key Stakeholders, such as investors and employees.

With support from an independent third party, we

conducted dialogues and surveys with key Stakeholders

to understand their perspectives on sustainability. These

dialogues were performed in accordance with the AA1000

Stakeholder Engagement Standard (“SES”). Understanding the

concerns and priorities of our Stakeholders is important for

determining which ESG factors are the most material.

We have assessed the environmental and social impacts

based on both Foresight’s internal operations as well as

the geographical and sectoral exposure of our portfolio

companies and assets, and their value chains. It involved

analysing energy consumption, waste generation, greenhouse

gas emissions, labour practices and community relations.

To conclude whether a sustainability topic was material from

an impact perspective, we considered whether Foresight’s

impact is actual or potential, negative or positive, on people

or the environment in the short, medium and long term.

Additionally, for each identified impact, we have assessed

the scale, scope, reversibility and likelihood over the short,

medium and long term. We then assigned a total impact score

to the topic.

The next step was evaluating the financial implications of ESG

factors. This included assessing the magnitude of financial

effects of the potential risks associated with climate change,

resource scarcity, value chain workers or regulatory changes

related to sustainability, among others.

These were considered in the context of their likelihood.

Furthermore, the assessment also involved identifying

opportunities to improve efficiency, reduce costs and gain

a competitive advantage through sustainable practices. We

then assigned a total financial materiality score to the matter.

The results were presented to the Executive Committee,

highlighting the sustainability topics most relevant for the

Group, our portfolio companies and assets, their value chains

and our investors. The key issues that emerged from the

analysis have been taken into account during the formulation

of our FY26 sustainability strategy.

The final outputs are shown on the heatmap on page 64,

clearly identifying the most material matters.

Double materiality analysis

Outward

impact

Double

materiality

Planet &

society

Company

Inward

impact

63

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability strategy

Environmental

Climate Change

1. Climate change adaptation

+

R



O

2. Climate change mitigation

+



–

R



O

3. Energy

–

R

Pollution

4. Pollution of air

–

5. Pollution of water

–

6. Pollution of soil

–

7. Substances of concern

–

8. Substances of very high concern

–

Water and marine resources

9. Water

–

Biodiversity and ecosystems

10. Impacts on the extent and

condition of ecosystems

–

R

Resource use & circular economy

11. Resources inflows,

including resource use

–

R

12. Resource outflows related to

products and services

–

R

13. Waste

–

Social

Own Workforce

14. Working conditions

+



–

R



O

15. Equal treatment and

opportunities for all

+



–

R



O

Workers in the value chain

16. Working conditions

+



–

R



17. Equal treatment and

opportunities for all

+



–

18. Other work-related rights

+



–

R

Affected communities

19. Communities’ economic, social

and cultural rights

+



–

R



O

20.

Rights of indigenous

communities

+



–

Consumers & end-users

21. Information-related impacts for

consumers and/or end-users

+



–

R



22. Social inclusion of consumers

and/or end-users

+



–

R

Governance

Business conduct

23. Corporate culture

+



–

R



O

24. Protection of whistle-blowers

+



–

R



O

25. Corruption and bribery

+



–

R



O

1 2 3 4 5 6 7 8 9 10

1 2 3 4 5 6 7 8 9 10

Impact materiality

Financial materiality

Double materiality analysis heatmap

5

17 3

15

9

11

6

13

12

22

25

20

Environmental Social Governance

Key:

4 | 7 | 8

23 | 24

10 | 19

14 | 16

1 | 2

18 | 21

Risk/Opportunity:

R

 Risk

O

OpportunityImpact:

+

 Positive

–

 Negative

Key:

64

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Environment

Climate change

Material impact, risks and opportunities

The double materiality analysis concluded that the

most material risks and opportunities for Foresight

Group are climate change mitigation and adaptation,

and the use and production of energy, which are

relevant in the short, medium and long term. Results of

the analysis for Foresight Group are presented below:

E1 – Climate

change:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Climate

change

adaptation

Yes Risk and

opportunity

Climate

change

mitigation

Yes

Risk and

opportunity

Energy Yes

Risk

With a large focus on wind and solar assets in

its Infrastructure Division Foresight contributes

positively to climate change mitigation by supporting

the transition to low-carbon energy systems. These

technologies play a critical role in reducing carbon

emissions and displacing fossil fuel-based electricity

generation.

However, we recognise that our investments – whether in

infrastructure assets, listed or private companies – can be

associated with negative environmental impacts. These may

include high energy use and emissions during the production

and construction phases for infrastructure assets, as well

as the reliance on virgin materials and resource-intensive

processes across supply chains.

Further details on climate-related risks and opportunities can

be found in the TCFD pages in this report.

Policies related to climate change

As previously communicated, Foresight has adopted several

policies which highlight our commitment to progressively

embed climate considerations in operations and investment

decisions. Further details of these can be found under the

Sustainability Governance section.

Sustainability Reporting: SMEs

In the Private Equity Division we have upgraded our

sustainability reporting platform to enhance user experience

and for the first time, enable the calculation of Scope 3

emissions. This upgrade introduces a dynamic dashboard,

allowing our portfolio to easily track and monitor progress.

Additionally, a resource library has been included to support

continuous improvement for companies and provide

training on sustainability topics. Impressively, 100% of the

portfolio using the platform submitted data for Scope 1 and

2 emissions, although PCAF is still used for those not yet

on the platform. While 51% of the portfolio on the platform

fully completed Scope 3 emissions reporting, which was

recommended but not mandatory, we aim to improve this

with further engagement.

Construction of Kölvallen Wind Farm,

Sweden, Part of Foresight’s portfolio

65

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

TCFD Compliance statement

As per UKLR 6.6.6R(8) our climate-related financial disclosures are consistent with the TCFD recommendations issued in June 2017 and recommended disclosures, except for the ‘partial compliance’

areas outlined in the summary table below. Where we identify gaps in the depth and maturity of our disclosures and implementation efforts we have provided explanations and outlined the actions

we are taking to close these gaps. Our aim is to provide a meaningful insight into how climate-related considerations are being fully embedded across our business.

Environment: TCFD

Thematic area Recommended disclosure Planned Implementation Enhancements Location

Governance

Disclose the organisation’s

governance around climate-related

risks and opportunities.

Describe the board’s oversight of climate-related risks and opportunities Climate-related matters are currently addressed within the

broader context of sustainability. Management’s role in

assessing and managing climate risks is similarly embedded

within wider environmental initiatives. We are now taking

steps to strengthen and formalise climate governance, in line

with TCFD expectations. Planned actions include delivering

targeted training for Board members, formalising climate-related

responsibilities within management, enhancing Board oversight

through regular updates supported by relevant metrics and

introducing climate as a standalone item on the Board agenda.

Section: Sustainability Governance

pages 58 to 60 and 68

Describe management’s role in assessing and managing climate-related

risks and opportunities

Strategy

Disclose the actual and potential

impacts of climate-related

risks and opportunities on the

organisation’s businesses, strategy

and financial planning where such

information is material.

Describe the climate-related risks and opportunities the organisation

has identified over the short, medium and long term

Foresight made significant progress in FY25 by conducting

quantitative scenario analysis for its Infrastructure and FCM

portfolios, as well as qualitative scenario analysis for a portion

of the Private Equity portfolio. Building on these efforts, we are

now advancing the integration of these insights into investment

decision-making, risk management frameworks and strategic

planning. Planned actions include identifying how climate-related

variables influence key financial drivers – such as revenues,

operating costs, capital expenditure, and asset valuations – and

incorporating these factors into our valuation and forecasting

models. We anticipate continued progress towards full alignment

with TCFD recommendations between FY26 and FY28.

Section: TCFD Report – Strategy

pages 69 to 83

Describe the impact of climate-related risks and opportunities on

the organisation’s businesses, strategy and financial planning (partial

compliance)

Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a 2°C

or lower scenario (partial compliance)

66

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Environment: TCFD

Thematic area Recommended disclosure Planned Implementation Enhancements Location

Risk management

Disclose how the organisation

identifies, assesses and manages

climate-related risks.

Describe the organisation’s processes for identifying and assessing

climate-related risks

We have made meaningful progress in FY25 with the incorporation

of climate risks into risk registers and enhancements to risk

classification tools. The focus now is on embedding these

practices more consistently across all divisions and throughout

the investment lifecycle, making them a practical and routine

part of how investment and portfolio managers assess and

manage risk. Integration of climate risks into the Enterprise Risk

Management (“ERM”) framework is ongoing, with continued efforts

to align risk registers and processes across funds and business

units to support effective Group-level oversight.

Section: TCFD Report – Climate

Risk Management

page 84

Describe the organisation’s processes for managing climate-related risks

Describe how processes for identifying, assessing and managing

climate-related risks are integrated into the organisation’s overall risk

management

Metrics and targets

Disclose the metrics and targets

used to assess and manage

relevant climate-related risks

and opportunities where such

information is material.

Disclose the metrics used by the organisation to assess climate-related

risks and opportunities in line with its strategy and risk management

process

Foresight Environmental Infrastructure (“FGEN”) became the

first fund to voluntarily set a net zero emissions target in FY25,

marking an important step in our climate commitments. We

continue to evaluate the feasibility of Group and fund-level carbon

reduction, net zero or other climate-related targets. Currently,

climate-related KPIs are not incorporated into Board or Executive

remuneration policies. For areas where alignment is still partial,

we expect to make further progress toward full TCFD alignment

between FY26 and FY28.

Section: TCFD Report – Metrics

and targets

pages 85 to 89

Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas

(“GHG”) emissions, and the related risks

Describe the targets used by the organisation to manage climate-related

risks and opportunities and performance against targets (partial

compliance)

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Environment: TCFD

Foresight recognises that climate change presents both risks

and opportunities that can have a material impact onour

business.

While we do face some physical climate-related risks to our

own operations – such as potential disruption to our offices

from coastal flooding risk, particularly in London and Sydney

– these are limited and less significant than the climate risks

we are exposed to through our investment portfolios.

Physical and transition climate risks have the potential to

materially impact the financial performance and long-term

resilience of our investment portfolios. Physical risks can

directly damage assets, disrupt operations or increase

maintenance and insurance costs. Transition risks can alter

the competitive landscape and render certain business

models obsolete. These risks can influence valuations,

increase operational costs or reduce future growth potential,

ultimately affecting investor returns.

Conversely, the transition to a low-carbon economy creates

opportunities for value creation through innovation, efficiency

and investment in climate solutions.

Given Foresight’s strong focus on climate solutions and

renewable energy assets, we are well positioned to capitalise

on emerging opportunities while also reducing vulnerability to

transition risks.

Understanding and managing climate risks and opportunities

is crucial for safeguarding the long-term value of our

portfolio.

In the following sections, we outline our approach in

accordance with the TCFD framework, covering governance,

strategy, risk management and the relevant metrics and

targets related to climate change.

Climate risks and opportunities Governance

Board governance

The Board’s oversight of climate-related issues, including

how relevant Committees and working groups contribute

to informed decision-making, is addressed in detail in the

Sustainability Governance section earlier in this report.

Thatsection outlines the structured processes in place

to keep the Board regularly informed and engaged on

climate-related risks and opportunities, ensuring effective

integration of these considerations into the Company’s

broader governance framework.

While the Group has not yet set formal net zero targets,

theBoard remains engaged in evaluating evolving regulatory,

market and investor expectations around decarbonisation.

Role of investment managers

Investment managers are playing an increasingly important role

in integrating climate considerations into investment analysis

and decision-making. The Sustainability team continues to

lead the day-to-day management of climate-related issues,

with a focus on strengthening processes, identifying gaps

andleveraging emerging data and tools. These efforts are

designed to support and empower investment managers to

take on greater responsibility for managing climate-related

risks and opportunities over time.

While data availability and methodologies continue to evolve

– and investment teams are at varying stages of integrating

climate into their workflows – the Sustainability team continues

to support and collaborate with them to deepen understanding

of climate impacts and enhance portfolio resilience.

As the Group’s climate strategy matures, governance

arrangements will continue to evolve to support clearer

accountability, cross-functional co-ordination and

integrationof climate considerations into investment

andriskoversight practices.

“ At Foresight Group, we recognise that understanding and

managing climate risk is not only a regulatory imperative,

but a strategic priority. As the Board’s sustainability

representative, I see increasing momentum in how climate

considerations are being incorporated into decision-making

across the business. While this is an ongoing journey, we are

taking important steps to strengthen our governance and

risk frameworks in response to climate challenges. These

risks – and the opportunities they bring – can affect all

threeofour divisions, and staying ahead of them is

essential to protecting long-term value for our investors

andcontributing meaningfully to the low‑carbon transition.”

Alison Hutchinson, CBE

Senior Independent Non-Executive Director

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Environment: TCFD

Introduction

Foresight’s climate strategy reflects the diverse nature of our business. While all divisions share

a common commitment to understanding and managing climate-related risks and opportunities,

they adopt different climate risk strategies and scenario analysis methodologies. This

tailored approach ensures that the outputs are decision-useful and aligned with the specific

characteristics of each asset class.

Infrastructure assets often have long lifespans and are more exposed to physical climate

risks requiring location specific and longer-term physical risk assessments. Incontrast, listed

equities are more sensitive to market dynamics, regulatory shifts and investor sentiment,

making transition risk scenarios – such as changes in carbon pricing or policy –potentially

morerelevant. Due to data limitations

1

, varying equity stakes and levels of influence, private

equity investments in small and medium-sized enterprises often call for more qualitative or

tailored approaches.

The following tables present the key physical and transition risks and opportunities identified.

These manifest in different ways and over different time horizons and sectors. The tables

have been completed based on the results of risk assessments and scenario analyses.

Methodologies and detailed findings are explored in detail in the following pages.

Strategy

1. These include limited data on geolocations for all company sites and limited public disclosure from investee companies on climate

risks and opportunities.

Glendevon Battery Storage, Scotland,

Part of Foresight’s portfolio

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Strategy

Overview of Group’s exposure to physical risks

Physical risks

Division

Main

hazard/risk

Vulnerable geographies

and sectors Methodology and risk range How the risk could manifest

Time

horizon Mitigation and resilience

Infrastructure

Water stress

and temperature

extremes

Risks concentrated in a

subset of assets in the

Australian portfolio and

our very small agriculture

portfolio (less than 0.1% of

the divisional AUM).

S&P Climanomics, Relative

Annual Average Loss (“RAAL”)

Assets subject to high aggregated

physical risk (>10% in the central scenario

by 2050) account for 4% of the portfolio’s

value, based on weighted average

exposure. This number increases to 11%

when adding assets subject to moderate

physical risk (>5%), driven primarily by

water stress and temperature extremes.

ș Australian assets, primarily

hydropower and natural gas plants,

are exposed to water stress and

extreme temperatures due to the

country’s inherently dry climate, high

baseline temperatures and increasing

variability in rainfall.

ș Agriculture assets are more sensitive

to changes in water availability and

heat extremes, which can reduce crop

yields, strain irrigation systems and

increase maintenance and insurance

costs.

M

L

ș Despite moderate to high exposure for

a subset of assets, the portfolio shows

a low aggregated RAAL in the central

scenario, with AUM-weighted financial

losses equivalent to 1.27% per year

between 2050 and 2059.

ș Geographic and technology

diversification across the division,

including within the Australian

portfolio, helps mitigate exposure

tolocalised physical climate risks.

FCM

Droughts and

prolonged river

low flow

Physical risks concentrated

on infrastructure and

real estate assets in GRIF

and FIIF. Geographically

diversified: Europe, the UK,

the US and the Asia-Pacific

region.

1

MSCI, Climate Value-at-Risk (“VaR”)

Physical Risk Climate VaR of -7.3% for

FIIF, and -9.9% for GRIF in the central

scenario (funds cumulative loss in value

by 2100 due to physical climate risks).

ș Prolonged droughts and reduced

river flow can lead to operational

disruptions and increased costs in

industries reliant on water for cooling,

agriculture and manufacturing.

S

M

ș Exposure is counter-balanced by

positive technology opportunities VaR

(valuation impact due to exposure to

low-carbon technologies).

ș Portfolio diversification across

geographies and technologies reduces

exposure to localised climate events

and sector-specific vulnerabilities.

Private equity

Flooding (fluvial,

pluvial and

coastal) and

droughts

UK and Ireland. In-house qualitative assessment. ș More frequent and intense storm

events can impact SMEs in low-lying

or urban areas, leading to damage to

premises, stock or equipment, loss of

access for staff and customers, and

increased insurance costs.

ș Summer droughts can cause water

shortage, reduce agricultural yields,

affect power generation and cooling

processes.

S

M

ș Most of our VC and PE investments

are in SMEs, where most value lies in

intellectual property, human capital,

relationships with customers and

suppliers, resulting in limited direct

exposure to physical climate risks.

1. GRIF stands for Foresight Global Real Infrastructure Fund and FIIF stands for Foresight UK Infrastructure Income Fund. Key:

S

Short (0-5 years)

M

Medium (5-10 years)

L

Long (+10 years)

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Overview of Group’s exposure to transition risks and opportunities

Transition risks and opportunities|Group (Infrastructure, FCM, Private Equity)

Risk/opportunity type How the risk/opportunity could manifest

Time

horizon Mitigation and resilience

Regulation

Opportunities: A supportive policy environment to renewables and climate solutions helps to de-risk

investment, lower financing costs and expand market opportunities.

Risks: Higher-carbon parts of the portfolio face increased regulatory risk from tightening climate policies.

Simultaneously, inconsistent climate and energy policies (including subsidy cuts, delays in grid reforms

orshifts in direction following changes in government) can disrupt revenue models and investment planning

for renewables.

S

M

ș Low exposure to carbon-intensive assets as

percentage of AUM reduces exposure to regulatory

risks and stricter climate policies (e.g. carbon taxes,

emissions limits, clean energy mandates).

ș EU policy support continues to drive the expansion

and competitiveness of renewable energy across

the region.

1

Litigation/Reputation

Opportunities: Proactive alignment with emerging climate and nature regulations can build trust, reduce

risk and improve access to capital if disclosures are accurate, transparent and aligned with best

practices.

Risks: New regulatory frameworks and stringent reporting requirements raise expectations for

transparency and increase compliance costs, as well as reputational or litigation risks if disclosures

areperceived as insufficient or inaccurate.

S

M

ș Recent growth of the Sustainability team allows

us to strengthen internal processes, review new

standards and frameworks, monitor regulatory

developments and improve data quality.

Market (e.g. carbon pricing

and fluctuating energy prices)

Opportunities: Carbon pricing and high energy prices can boost the competitiveness and profitability

ofrenewables, increasing demand for stable and flexible renewable energy assets.

Risks: Low energy prices directly reduce revenues for renewable assets operating under a merchant

model or selling into wholesale markets. Volatile prices make investment planning and forecasting more

difficult, increasing perceived risk for investors overall. The most carbon-intensive parts of the portfolio

may see rising operational costs and shrinking margins as carbon pricing increases.

S

M

ș Proactive use of power price forecasting alongside

a diversified approach to energy offtake and

procurement (PPAs, merchant, subsidy support,

etc.) across the Infrastructure portfolio limits

over-exposure to market fluctuations.

ș Low exposure to carbon-intensive assets as a

percentage of AUM reduces exposure to carbon

pricing risk.

Technology

Opportunities: Climate transition accelerates innovation in energy storage, grid integration and digital

optimisation.

Risk: The development and rapid deployment of more efficient technologies at scale may reduce the

competitiveness of older assets, potentially diminishing their value, shortening their operational life

orincreasing the risk of stranded assets.

S

M

L

ș A renewable-focused infrastructure portfolio is

well positioned to benefit from technology-driven

opportunities.

ș Our listed and private equity funds are equipped

to invest across a broad range of opportunities,

including early-stage technology companies.

1. https://europa.eu/newsroom/ecpc-failover/pdf/ip-25-1337_en.pdf. Key:

S

Short (0-5 years)

M

Medium (5-10 years)

L

Long (+10 years)

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Infrastructure

ESG due diligence pre and post investment

The Infrastructure division is strengthening its approach to climate risk and sustainability

by aligning more closely with the emerging set of widely accepted investor, regulatory and

sustainability frameworks. Meanwhile, the division’s proprietary Sustainability Evaluation Tool

(“SET”), which historically supported the evaluation of ESG and climate-related factors as part

of pre-investment due diligence, has been re-designed to act primarily as a tool for ongoing

monitoring of these considerations within portfolio management.

Where appropriate, alignment with these frameworks may require the engagement of

third-party service providers. As an example, as of FY26, climate-related due diligence and

monitoring will be conducted using a third party that applies advanced climate models and

datasets to assess both acute and chronic physical risks in alignment with the EU Taxonomy’s

Climate Risk and Vulnerability Assessment (“CRVA”).

These assessments are intended to form the basis for long-term climate risk monitoring

and will serve as a reference point for ongoing risk management. They will be owned by

Portfolio Managers, who also work closely with site operators and counterparties to monitor

climate-related impacts on asset performance and develop mitigation plans.

To strengthen internal capabilities, the division is also piloting a new geospatial risk platform

developed with Frontierra, designed to generate location-based insights into climate and

nature-related risks. Following development, the platform is now undergoing initial testing and

implementation across the Infrastructure Investment andPortfolio Management teams in FY26.

Strategy

Infrastructure climate risk framework

Since 2022, Foresight has undertaken scenario modelling of its Infrastructure portfolio. In

FY25, the Infrastructure Division once again used the Climanomics platform, which relies on the

Shared Socioeconomic Pathways (“SSPs”) generated bythe Intergovernmental Panel on Climate

Change (“IPCC”) as the basis for its analysis

1

.

The methodology uses asset-level geographic co-ordinates, emissions, asset type, valuations

and sector classifications to evaluate the exposure of each asset to eight climate hazards

(coastal, pluvial and fluvial flooding, drought, temperature extreme, tropical cyclone, water

stress, wildfire and landslide) and five transition risks (carbon pricing, litigation, technology,

reputation, market).

Geolocation is essential for infrastructure, as similar assets can face vastly different climate

risks depending on where they are situated. Their long lifespans also increase exposure to

cumulative impacts like water stress, temperature extremes and coastal flooding, making

location-specific insights vital for targeted adaptation.

Core results are presented in terms of relative risk: the percentage of an asset’s value that is

estimated to be at risk from physical or transition risks. For instance, a relative risk of 5% by

2050 means that, on average, the expected financial loss from climate risk is equivalent to 5%

of the asset’s value across the decade (e.g. 2050-2059).

In our assessment, SSP2-4.5 is chosen as the central scenario as it reflects the most probable

pathway based on current policies, commitments and climate trajectories.

Results are presented with a particular focus on the 2050-2059 period, reflecting both global

net zero commitments by mid-century and the expected lifespan of many of our assets

2

.

1. SPG_S1_Climanomics_Methodology.pdf.

2. The Climanomics assessment covered 547 assets, including those in development, pre-construction, construction, commissioning and operational stages, with a total asset value of $9.84 million. Including assets at all stages is essential for a comprehensive climate risk

assessment, which explains the higher asset count compared to earlier figures in this report. The total asset value cited here – as a proxy for AUM – is lower than the previously reported division AUM, primarily because it excludes fund-level debt, reflects proportional

ownership rather than full asset value for managed assets, and uses Net Asset Value (excluding investor commitments) for certain funds.

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Overview of climate scenarios

Scenario Description

SSP1-2.6 (Low climate

change scenario)

Aggressive mitigation in which total GHG emissions reduce to net zero by

2050, resulting in a global average temperature increase of 1.3–2.4°C by

2100. This is consistent with the goals of the Paris Agreement.

SSP2-4.5 (Medium climate

change scenario)

Aggressive mitigation in which total GHG emissions stabilise at current

levels until 2050 and then decline to 2100, resulting in a global average

temperature increase of 2.1–3.5°C by 2100.

SSP3-7.0 (Medium-high

climate change scenario)

Limited mitigation scenario in which total GHG emissions double by 2100,

resulting in a global average temperature increase of 2.8–4.6°C (this

averages to 3.6°C).

SSP5-8.5 (High climate

change scenario)

Low mitigation scenario in which total GHG emissions triple by 2070

and global average temperatures increase by 3.3–5.7

o

C (“worst-case”

scenario).

Climate resilience

Physical risks

All assets were assessed for eight physical climate hazards, with individual hazard risks

combined into a single % at risk per asset. These were then weighted by each asset’s share of

total AUM to calculate a portfolio-level average, ensuring larger assets have a proportionally

greater impact.

The following thresholds for the combined percentage of risk were applied:

ș 0-5% – Minimal

ș 5-10% – Moderate

ș >10% – High

The chart opposite shows the resulting total physical risk (AUM weighted) across three decadal

time horizons. In this aggregated view, physical risk remains low across all scenarios.

Environment: TCFD

Strategy |

Infrastructure

Infrastructure portfolio – aggregated relative physical risk (in %)

0.4%

0.6%

0.8%

1.2%

1.0%

1.4%

1.6%

1.8%

2.0%

2030 2040 2050

Physical risk (Weighted by AUM)

SSP1-2.6 SSP3-7.0 SSP5-8.5SSP2-4.5 (Central scenario)

Time

Under the central SSP2-4.5 pathway, risk increases moderately to 1.27% by 2050. This means

that, on average, the expected yearly financial loss from climate risk is equivalent to 1.27% of

the whole portfolio value between 2050–2059. The high-emissions SSP5-8.5 scenario shows

asteeper rise, though total portfolio risk still remains below 2% by 2050.

While the aggregated view offers a useful high-level perspective on overall portfolio exposure,

itcan obscure significant variations in risk at the asset level. Certain assets or sub-sectors

may be disproportionately exposed to specific physical hazards, even when total portfolio

riskappears modest.

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In both charts, the median and mean values are both near zero across all scenarios, suggesting that most assets in the portfolio are minimally affected by these hazards. However, the presence of

outliers with risk exceeding 5% in the case of temperature extremes, or 10% in the case of water stress, indicates that some assets face significant exposure. The average remains low, but targeted

mitigation might be needed for higher risk assets.

Impacts from water stress and temperature extremes are concentrated in a subset of assets in the regenerative agriculture sector and our Australian portfolio, underscoring the importance of

targeted mitigation strategies.

Our regenerative agriculture portfolio is currently small, representing less than 0.1% of total AUM. In contrast, our Australian portfolio represents approximately 35% of the divisional AUM, making

risks in that region more financially significant. Australia’s geographic location and exposure to climate patterns like El Niño make it particularly vulnerable to prolonged dry spells, heatwaves and

shifting precipitation patterns.

Environment: TCFD

Strategy |

Infrastructure

The box charts below help us visualise this concentration of risk at the asset level for the two most significant physical hazards for our portfolio: water stress and temperature extremes.

SSP1-2.6

-1

0

2

4

6

8

10

12

14

16

18

20

22

24

26

28

SSP2-4.5 SSP3-7.0

Climate scenario

Relative Average Annual Risk – RAAL (%)

SSP5-8.5 SSP1-2.6 SSP2-4.5 SSP3-7.0

Climate scenario

-2

0

-1

1

2

3

4

5

6

7

Relative Average Annual Risk – RAAL (%)

SSP5-8.5

Asset-level distribution of water stress Asset-level distribution of temperature extremes

Mean Median Mean Median

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For certain gas-fired power plants, including reserve power, future carbon costs (expressed

in net present value) can approach 50% by 2050. This estimate is subject to considerable

uncertainty due to the compounding effect of long-term discounting and inflation assumptions.

Exposure to other transition risks (litigation, market shifts, reputational damage and

technological disruption) isminimal, consistently below 1% across all assets and all scenarios.

Across all four SSP scenarios, both the mean and median cluster near zero, indicating that

the majority of assets carry negligible aggregated transition risk, and that the overall portfolio

average risk is not disproportionately influenced by extreme outliers.

Australian assets with moderate or higher physical risk (above 5%) – including a hydropower

plant, natural gas facilities and a road transport asset – make up about 11% of the division’s

weighted asset value, highlighting the need for close monitoring of climate risks in the Australian

portfolio. This risk is partially mitigated by our diversified exposure within Australia across a

range of sectors and asset types – including over 20 wind and solar plants – many of which face

lower physical climate risks.

Conversely, as seen in the box chart, temperature extremes show a limited but concentrated

positive impact on certain asset types, particularly solar battery storage and anaerobic

digestion facilities in the UK and Europe. This is largely due to the improved efficiency of

microbial processes in anaerobic systems at higher temperatures, and the potential for

increased solar generation in regions with moderate warming – though these gains remain

modest, never exceeding 1.3% per asset by 2050 in the central scenario.

Although water stress and temperature extremes stand out as key risks that require ongoing

attention, the overall portfolio demonstrates strong resilience to most climate hazards.

Notably, our solar and wind assets – which account for 56%of all infrastructure assets and

approximately 50% of the division’s AUM – perform well under the central scenario (SSP2-4.5),

with no individual asset facing more than 2.8% annual risk on average from any single hazard.

For the portfolio as a whole, our sectoral and geographic diversification enhances resilience

by limiting exposure to any single physical climate risk, lowering the chance that one event or

hazard will have a disproportionate financial impact on the overall portfolio.

Transition risks

Assessment of transition risks is limited by the necessary simplification of sector-specific

assumptions and the challenges of accurately modelling the net present impact of carbon

pricing while accounting for regional differences. Carbon price estimates across scenarios

varywidely, ranging from approximately $20 to over $200 per tonne of CO

2

e by 2050.

These limitations provide useful context in explaining the results in the chart opposite, with

modeled carbon pricing responsible for the wide variation across the portfolio. Points in the

chart correspond to individual assets’ risk exposure to each transition risk category (carbon

pricing, litigation, technology, reputation and market risk).

Environment: TCFD

Strategy |

Infrastructure

SSP1-2.6 SSP2-4.5 SSP3-7.0

Climate scenario

0

40

20

60

80

100

120

140

160

180

200

220

240

260

Relative Average Annual Risk – RAAL (%)

SSP5-8.5

Asset-level distribution of transition risk

Mean Median

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While recognising the limitations of the model’s simplified assumptions, results align with

expectations in the sense that higher-carbon segments of the portfolio are subject to elevated

transition risks. These risks are largely concentrated in our natural gas-fired power plants,

which, while responsible for 69% of total infrastructure emissions, comprise less than 10%

ofthe division’s AUM.

Given that our portfolio is primarily composed of renewable energy assets, our overall

transition risk remains relatively low. Renewables are less exposed to carbon pricing and

market shifts associated with decarbonisation pathways, providing us with a more resilient

position as the energy transition progresses.

Opportunities

While the TCFD framework is primarily focused on climate-related risks, our portfolio is

uniquely positioned within the opportunity segment of the energy transition. As an infrastructure

investor focused on renewable energy assets, particularly wind and solar, we see climate

change mostly as a catalyst for long-term value creation.

With 7.6 TWh of renewable electricity generated and 3.9 GW of installed renewable energy

capacity in FY25

1

, the portfolio is well positioned to benefit from increasing demand for clean

energy. In the UK alone, renewable generation from the portfolio powers the equivalent of

2.8million homes annually.

Overall, our portfolio results in the avoidance of approximately 2.8 million tonnes of

CO

2

eemissions per year compared to the grid

2

, making a significant contribution to climate

mitigation goals.

Beyond wind and solar, our investments in anaerobic digestion facilities, forestry and regenerative

agriculture expand our climate positive impact. Anaerobic digestion not only reduces landfill use

and methane emissions but also creates reliable baseload power, complementing intermittent

renewables. Our natural capital investments, although still a small part of our portfolio, present

a compelling nature-based solution to climate change by sequestering carbon in soil and trees

while enhancing long-term soil productivity and biodiversity.

Environment: TCFD

Strategy |

Infrastructure

1. This figure includes wind and solar, solar batteries, hydropower, geothermal, biomass and anaerobic digestion facilities (operational assets only) and covers the period April 2024-March 2025.

2. This figure includes wind and solar, solar batteries, hydropower, anaerobic digestion, biomass and energy-from-waste facilities (operational assets only) and covers the period April 2024-March 2025.

3. Encompassing 420 operational assets with a total asset value of $8.38 billion. Gas generation includes power plants, reserve power and gas pipeline. Wind includes onshore and offshore, and solar includes farms and rooftops. Non-energy waste includes wastewater

treatment and waste management. Transport includes airport, electric buses, ferry, port and roads. In the second chart, others also include non-energy waste. Social infrastructure includes hospitals, schools, social housing and student accommodation. Others include forestry,

hydropower, CNG refuelling stations, agriculture, street lighting, storage (battery), glasshouse & vertical farms and anaerobic digestion. Emissions chart excludes Scope 3 emissions which are currently estimated.

Infrastructure – By technology

3

Infrastructure – Technology allocation by AUM

3

Gas generation | 68.4%

Energy from waste + biomass | 20.3%

Transport | 7.2%

Social infrastructure | 1.7%

Non-energy waste | 1.0%

Wind + solar | 0.5%

Anaerobic digestion | 0.5%

Others | 0.3%

Wind | 31.3%

Solar | 18.3%

Transport | 17.5%

Natural gas | 9.4%

Social infrastructure | 7.8%

Waste energy + biomass | 4.7%

Hydro | 2.4%

Anaerobic digestion | 2.4%

CNG refuelling station | 2.3%

Forestry | 2.1%

Other | 1.8%

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Foresight Capital Management

ESG due diligence pre and post investment

In FY25, we began restructuring the division’s processes and aligning with the IFRS S2

framework to enhance the assessment of climate-related disclosures from individual listed

companies.

Data is predominantly sourced from investee companies’ publicly

available disclosures – such as

Annual Reports, sustainability orTCFD Reports and CDP questionnaires – supplemented with

keymetrics and peer comparisons from Bloomberg’s ESG

datasets. Together, these sources

provide a comprehensive

understanding of how companies are managing climate-related risks

and opportunities, and the potential implications for long-term performance and riskexposure.

To support appropriate monitoring, the Lead Sustainable Investment Manager attends weekly

investment meetings with equity analysts and portfolio managers. Climate-related matters are

considered as part of these meetings, though they are not yet a standing agenda item. In FY26,

the Sustainability team will further enhance the monitoring process to ensure that company

assessments are formally reviewed and updated on a quarterly basis.

Further, the Sustainability team engages with investee companies to advocate for enhanced

disclosure of climate-related information and encourage sustainable practices. Updates on

these efforts are provided in the FCMAnnual Stewardship Report, ensuring transparency

andaccountability.

FCM climate risk framework

Foresight Capital Management’s approach to scenario analysis involves applying MSCI’s

Climate Value-at-Risk (Climate VaR) model to our equity holdings.

This enables us to assess the potential business impacts of risks and opportunities under

different climate scenarios to 2100. The aggregated company Climate VaR is calculated

as a percentage of market value (from -100% to +100%) for a series of climate scenarios

and includes the valuation impacts arising from technology opportunities, policy risksand

physicalrisks.

MSCI’s climate scenarios are built on standardised pathways developed by the Network for

Greening the Financial System (“NGFS”) and the International Energy Agency (“IEA”).

The assessment was conducted for four FCM funds

1

using the following scenarios:

ș 2°C NGFS Orderly (baseline): A well co-ordinated and gradual transition to a low-carbon

economy, with policies and measures implemented in a timely manner to limit global

temperature rise to 2°C above pre-industrial levels

ș 1.5° REMIND NGFS Orderly: A well co-ordinated and ambitious transition to limit global

temperature rise to 1.5°C, with rapid and far-reaching changes inallaspects of society

ș 1.5° REMIND NGFS Disorderly: A less co-ordinated and more disruptive transition to limit

global temperature rise to 1.5°C, with significant economic andsocial impacts

ș 3° REMIND NGFS NDC: Current policies and Nationally Determined Contributions (“NDCs”)

are implemented. Significant variations between jurisdictions, insufficient at scale and leading

to a global temperature rise of 3°C above pre-industrial levels

It is important to note that FIIF’s portfolio includes a significant allocation to UK investment

trusts, which are not comprehensively captured by MSCI’s methodology. As a result, MSCI’s

climate risk assessments are less representative for FIIF than for FCM’s other funds.

2

1. The four FCM funds are: Foresight UK Infrastructure Income Fund (“FIIF”), Foresight Global Real Infrastructure Fund (“GRIF”), Foresight Sustainable Real Estate Securities Fund (“REF”) and Foresight Sustainable Future Themes Fund (“SFT”).

2. FIIF’s MSCI methodology coverage is 32.3%; GRIF 71.6%; SFT 93.7%; REF 98.3%. The UK investment trusts held by FIIF primarily invest in clean energy infrastructure and core infrastructure assets. These holdings are considered to have minimal exposure to transition risks,

given their alignment with low-carbon objectives. However, they may still face exposure to physical risks, particularly extreme weather events. As a result of these data limitations, there is a risk that FIIF’s climate-related exposures are being underestimated.

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Environment: TCFD

Climate resilience

Snapshot on transition risks and opportunities

Green

revenue

exposure

Renewable

power

generation

exposure

Thermal coal

exposure

(any tier)

Thermal coal

(apportioned

fuel mix,

% of generation)

Fossil

fuel-based

revenue

exposure

REF FP Foresight Sustainable

Real Estate Securities Fund 22.9% 100.0% 4.1% — 0.1%

SFT FP Foresight Sustainable

Future Themes Fund 22.5% 82.5% 5.7% 3.6% 0.2%

GRIF FP Foresight Global

Real Infrastructure Fund 22.4% 70.7% — — 1.6%

FIIF FP Foresight UK

Infrastructure Income Fund 5.1% 47.2% — — 0.4%

Benchmark

(MSCI AC WORLD INDEX) 8.8% 12.4% 3.8% 22.3% 3.2%

All four funds have minimal exposure to thermal coal power or revenue from activities related

to fossil fuels (including extraction, production, distribution and usage). This is in line with the

funds’ mandates and reflects a strong alignment with low-carbon transition goals.

Simultaneously, REF, SFT and GRIF have considerably higher exposure to green revenues

(aweighted average of revenue exposure to alternative energy, energy efficiency, green

building, pollution prevention, sustainable water and sustainable agriculture). All portfolios are

overweight in terms of exposure to renewable power generation relative to the MSCI AC World

Index, with REF having 100% exposure.

The minimal exposure to fossil fuels, coupled with the high exposure to renewable power

generation and green revenue, indicates the funds are well positioned for a low-carbon future

economy and have low exposure to transition risks.

Financed carbon emissions (tonnes CO

2

e/GBP million invested)

Scope 1+2

(direct + purchased energy)

Scope 3 upstream

(supply chain emissions)

Scope 3 downstream

(product use emissions)

REF FP Foresight Sustainable

Real Estate Securities Fund 12.1 29.6 22.7

SFT FP Foresight Sustainable

Future Themes Fund 38.5 180.1 101.6

GRIF FP Foresight Global

Real Infrastructure Fund 25.4 39.3 10.5

FIIF FP Foresight UK

Infrastructure Income Fund 27.3 27.2 21.3

Benchmark

(MSCI AC WORLD INDEX) 52.3 98.8 255.8

All funds have significantly lower Scope 1 and 2 and Scope 3 downstream emissions compared

to the benchmark.

Scope 3 upstream emissions are lower for all funds except the FP Foresight Sustainable Future

Themes Fund. This fund targets businesses aligned with key sustainability themes including

clean energy, resource efficiency and digital infrastructure. By focusing on companies providing

sustainable solutions to environmental and societal challenges with strong potential to reduce

emissions in the future, the Fund is currently exposed to industries that inherently have higher

upstream emissions at present. For example, the manufacturing and construction of wind

turbines or electrical cables – crucial to the energy transition – tend to have higher upstream

emissions due totheenergy and materials required in their supply chains.

Strategy | Foresight Capital Management

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The chart below shows the Value-at-Risk for the whole division across the different scenarios. The aggregate number reflects the funds’ weighted average for each category: physical risk, transition

risk and technology opportunities. A negative Physical Climate VaR indicates a potential downside (value loss) due to physical impacts. In the same way, a negative Policy Climate VaR means that

future climate policies – such as carbon taxes, stricter emission regulations or other government actions – are expected to reduce the value of the portfolio, and vice-versa. As for the Technology

Opportunities Climate VaR, a positive number indicates expected financial gain from climate-related technology innovation and adoption.

Climate Value-at-Risk

Policy

Technology

opportunities

Physical

risk Policy

Technology

opportunities

Physical

risk Policy

Technology

opportunities

Physical

risk Policy

Technology

opportunities

Physical

risk

2 NGFS

Orderly

1.5 REMIND

NGFS Orderly

1.5 REMIND

NGFS Disorderly

3 REMIND

NDC

-15%

-10%

-5%

0%

5%

10%

Benchmark FCM average

Strategy | Foresight Capital Management

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Foresight Capital Management

ș The results are consistent with the expectations for the FCM funds as these are specifically

designed to capitalise on long-term sustainability trends and the transition to a low-carbon

economy. These funds have minimal or non-existing links to fossil fuels and high exposure to

low-carbon economy-aligned sectors such as renewable energy, clean industry and resource

efficiency, which are expected to thrive under stricter climate policies. Their positive

Technology Opportunities VaR indicates that they stand to gain from the growing adoption

oflow-carbon technologies.

ș SFT is particularly well positioned to benefit from the transition to a low-carbon economy,

with high green revenue exposure and strong resilience to climate-related risks across all

scenarios. This is consistent with SFT’s mandate to build a portfolio that is positioned to

benefit from the growing demand for sustainable solutions.

FCM’s sectoral distribution

1

Renewables | 29.1%

Diversified infrastructure | 23.8%

Digital infrastructure | 20.3%

Healthcare | 10.2%

Electrical utilities | 4.8%

Transport | 2.3%

Energy efficiency | 1.9%

Logistics | 1.9%

Forestry | 1.1%

Others | 4.6%

Key findings are outlined below. Assumptions about future climate policies, technological

developments and physical climate impacts are unable to fully capture the complexity of

future scenarios. Instead of focusing on individual numerical results, we focus on trends and

differences between scenarios as the best way to gain insights into potential future risks and

opportunities.

Physical and transition risks

ș Due to the funds’ strong focus on infrastructure assets, the division has a higher weighted

average value at risk (“VaR”) from physical risks relative to the benchmark. This is more

pronounced in the 3°C scenario, which reflects insufficient global action to reduce emissions.

This is to be expected given that real assets have fixed locations and long lifespans, which

exacerbates their exposure to localised physical hazards.

ș River low flow caused by prolonged drought is identified as the biggest physical risk for the

FCM portfolio. It can lead to operational disruptions and increased costs in industries reliant

on water for cooling, agriculture and manufacturing. Extreme heat emerges as the second

biggest physical risk.

Opportunities

ș Across all scenarios, the division’s weighted average value at risk (“VaR”) outperforms the

benchmark in relation to climate-related opportunities – such as renewable energy and

sustainable infrastructure – and transition risks, including the impacts of stricter climate

policies like carbon pricing. This outperformance is particularly notable in the 1.5°C scenario,

highlighting the fact that FCM stands to benefit from robust climate mitigation efforts.

ș In relation to the baseline, all funds individually show an increase in Technology

Opportunities Climate VaR in the 1.5°C scenarios. SFT (14.1%) and GRIF (17.7%) are

particularly well positioned to benefit from a rapid decarbonisation of the global economy.

1. Based on weighted average calculated using fund holdings as of 22/05/2025.

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Strategy

Private Equity

ESG due diligence pre and post investment

Foresight’s Private Equity division is committed to ongoing ESG improvement and incorporating

these considerations throughout the investment lifecycle, especially for Growth Private Equity

assets. The process is regularly reviewed and updated to incorporate evolving best practices.

Three core enhancements took place in FY25: the review and expansion of the ESG due

diligence questionnaire, the enhancement of the Sustainability Software Platform – including the

ability to calculate portfolio company Scope 3 emissions alongside usability and output data

–and the introduction of a new qualitative climate risk assessment.

Investment Managers are responsible for conducting ESG due diligence on each potential new

investment, as part of the overall due diligence process, tailoring it where necessary to the

scale and nature of each investee company’s operations, the type of investment and maturity

ofthe investee company.

Important to our ESG due diligence on most of our investments is the Foresight ESG

questionnaire, which was updated this reporting period to support TCFD-aligned

recommendations, address double materiality topics, evaluate good governance

(forSFDRfunds) and reinforce our commitment to the UN Global Compact’s ten principles.

The questionnaire is completed via the online Foresight Sustainability Platform, which feeds

into the ESG risk assessment matrix used in Investment Committee submissions. These

submissions include an evaluation across five ESG principles (Awareness, Environmental,

Social, Governance and Third-Party Interactions) and a defined action plan. Progress on these

actions is monitored through the 100-day plan process and quarterly portfolio reviews. In FY25,

Investment Committee submissions templates were, where relevant, updated to cover key

double materiality topics and include results from the new qualitative climate risk assessment,

outlinedin the next section.

Foresight actively engages with portfolio companies, holding non-executive directorships on

most company boards within the Growth Private Equity portfolio, and usually taking observer

roles on the remaining investee companies. Investment Managers drive engagement to promote

sustainable practices, with progress reviewed quarterly to ensure risks are mitigated and value

creation opportunities realised.

Annually, all Growth Private Equity portfolio companies are asked to complete the ESG

questionnaire on the online Foresight Sustainability Platform, which now features an updated,

streamlined carbon questionnaire. This enables comprehensive tracking of Scope 1, 2 and 3

emissions, calculated using GHG Protocol-aligned methodologies. Theplatform identifies any

major emitters and emission hotspots,providing companies with the tools and insight to better

understand and manage their emissions, and enabling targeted engagement as this process

evolves.

Private Equity climate risk framework

Private Equity is focused mainly on SMEs based in the UK. Data on these companies is limited,

and external data providers that are able to capture physical and climate risks for SMEs

accurately are limited. For these reasons, the division focused on enhancing in-house processes

to increase our understanding of exposure to physical and transition risks.

In FY25, we have put in place a qualitative climate risk assessment for companies above a

defined investment threshold, currently totalling 66 of the existing portfolio companies across

all funds and sectors. The evaluation accounts for transition and physical risks based on

sectoral and geographic exposure. On investment and then annually, investment managers will

complete this risk evaluation outlined below and note any material change. Keysteps include:

ș Transition risks: qualitative assessment based on sectoral exposure, using the NACE codes

classification (European statistical classification of economic activities

1

) and mapping them

against the CPRS list (Climate Policy Relevant Sector

2

). This allows us to identify companies

particularly exposed to transition risks, including policy and legal, technology, market and

reputation risks

ș Physical risks: qualitative assessment based on geographic location and using open-source,

science-based tools

3

. The assessment accounts for the localised long-term risk from

flooding caused by changes in rainfall, river levels and sea level, and prolonged dry weather

and drought caused by dry summers and low river flows

1. dd5443f5-b886-40e4-920d-9df03590ff91.

2. Climate Policy Relevant Sectors | Department of Finance | UZH.

3. For flooding risk in the UK we use: “https://www.gov.uk/check-long-term-flood-risk” and for the Republic of Ireland we use: “https://www.floodinfo.ie/map/floodmaps/”. For drought we use international maps from “https://www.drought.gov/international”.

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ș Although the portfolio is primarily composed of SMEs based in the UK and Ireland,

some companies operate international sites or rely on key international suppliers. Since

physical climate risks are location-dependent, our current focus on domestic sites due

to availability of open-source, science-based tools means that risks associated with

overseas operations or supply chains are not yet captured, potentially leading to an

underestimation of overall climate risk exposure.

ș The nature of venture capital and private equity investments means that investments

are typically made at the early stages of their growth cycle, where most of the value is

in the Intellectual Property Rights and the entrepreneurs, innovators and support staff

themselves. For this reason, physical climate risks – such as damage to physical assets

–are generally less relevant, as these companies often have limited fixed infrastructure

and derive their value primarily from human capital and innovation potential.

Transition risks and opportunities

ș Sectoral diversification within Foresight’s private equity portfolio helps lower exposure to

climate transition risk by spreading investments across industries with varying sensitivities

topolicy, technology and market changes associated with the low-carbon transition.

ș Companies in the industrials sector, including manufacturing, may be more energy-intensive

and therefore more exposed to transition risks. More stringent regulation to meet emissions

reduction targets and carbon pricing mechanisms could increase operating costs and impact

net profits if their energy sources or production methods are carbon-intensive. Increased

power prices due to short-term shocks could also increase operating costs for these

companies. Our enhanced Foresight Sustainability Platform, with detailed carbon emissions

tracking, will improve our ability to identify and assess transition risks in energy-intensive

companies, building on our existing efforts to mitigate these risks through ongoing

engagement to help companies lower their emissions.

Foresight works closely with its portfolio companies to unlock value through operational

improvements and strategic guidance, fostering long-term growth and resilience.

The findings from our comprehensive risk assessment will play a crucial role in informing our

engagement with portfolio companies, enabling us to address potential vulnerabilities, guide

climate resilience strategies and identify new opportunities for value creation aligned with the

transition to a low-carbon economy.

This risk assessment is primarily informed by our current understanding of material exposures,

based on present day data, operations and the regulatory environment. To ensure our strategy

remains resilient over time, we complement this assessment with forward-looking scenario

analysis, using narrative-based descriptions of two possible future outcomes:

ș A 1.5°C world (rapid decarbonisation): Governments take aggressive climate action, leading

to policy shifts, green investments and rapid decarbonisation. Potential for higher transition

risks but lower physical risks as a consequence

ș A 3°C+ world: Weak policies result in escalating climate disasters, supply chain disruptions

and increased insurance costs. Potentially lower transition risks but highphysical risks

Based on these findings, portfolio managers use a proprietary framework to determine the

risk materiality based on a combination of (i) the magnitude of impact and (ii) the likelihood

ofoccurrence over the short, medium and long term. The framework evaluates the potential

impacts on portfolio companies’ financials (loss of revenue), operations (generation, output or

service delivery disruptions), reputation (damage to reputation, brand, ability to sell or procure)

and legal (sanctions, class action, fines or penalties).

This process has enhanced our awareness of exposure to climate-related risks and ongoing

monitoring of any change in riskmateriality.

Climate resilience

Key findings from the qualitative risk assessment are outlined below.

Physical risks

ș The portfolio is concentrated in the UK and Ireland, with flooding and drought identified

as the most significant physical climate hazards. Currently, the climate-related

hazards assessed were determined to be not financially material for the companies

reviewed. Weacknowledge that these risks can intensify over the medium to long term,

underscoring the need for ongoing monitoring.

ș Mitigating factors are in place in many cases, including the possibility to relocate with

minimal interruptions to operations.

Strategy | Private Equity

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General limitations of scenario analysis assessment

While scenario analysis is a valuable tool for assessing climate-related financial risks, it has

important limitations thatcan lead to the underestimation of risks:

ș Linear economic assumptions: Scenarios do not adequately capture abrupt market

corrections, policy shocks or technology disruptions, underestimating abrupt or systemic

risk amplification

ș Mismatch between scenario and investment time horizons: Scenarios often project out to

2050 or 2100, while investor decision-making focus on three to ten-year horizons, making

alignment and risk attribution difficult

ș Focus on direct impacts: Models assess direct impacts on sectors or assets, without

capturing indirect effects transmitted through global supply chains. This is especially

relevantfor globalised supply chains – common in manufacturing, electronics and food

sectors – where disruptions upstream can significantly affect downstream financial

performance, input costs and inflation risk

ș Lack of climate tipping points: Scenarios do not model non-linear, irreversible events like

ice sheet collapse, permafrost thaw or ocean circulation changes, particularly relevant for

infrastructure projects with longlifespans

ș Limited sector/regional granularity: Scenarios tend to oversimplify sector-level exposure,

assuming that entire industries will be equally affected and relying on global/ regional

averages

ș Failure to account for tail risks: rare, high-impact events that have a low probability but

could have devastating consequences are often not accounted for

Recognising these limitations is crucial for interpreting scenario outputs with appropriate

caution and for ensuring that risk assessments are continuously updated in line with the latest

climate science, emerging tools and evolving market conditions.

Financial position, financial performance and cash flow

Given the nature and composition of the Group portfolio, we expect Foresight’s financial

position to improve alongside the transition to a low-carbon economy. The transition away from

fossil fuels is expected to drive increased demand for renewable energy investments, enhancing

our ability to attract capital and grow our investor base. There are no plans to diversify into

carbon-intensive sectors as this would be contrary to our strategy. We acknowledge the risk

that a shiftin government policy or legislation away from established climate science could

adverselyimpact the profitability of our renewable energy assets in the UK, Europe and

Australia. Suchadevelopment could also hinder our fundraising efforts in private markets

andlimit our ability to effectively execute our strategy.

Foresight has not yet developed an organisation wide quantification of the financial impacts

of climate-related risks and opportunities on our valuations, performance or cash flows.

The quantification of climate-related risks and opportunities within the Infrastructure and

FCM divisions allows us to evaluate the potential materiality of climate risks on assets

under management (“AUM”). The use of different climate scenario methodologies across

business unitsmakes it challenging to aggregate results at the Group level in a meaningful

andcomparable way.

We recognise that understanding and disclosing the financial implications of climate-related

risks and opportunities is an evolving area and that further work is needed to consistently

integrate these insights into financial valuations, cash flow projections and overall financial

planning. As methodologies mature and internal capabilities strengthen, we aim to improve

theclarity and consistency of our climate-related financial assessments, reflecting our broader

commitment to aligning financial resilience with the transition to a low-carbon economy.

Environment: TCFD

Strategy

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Comprehensive risk management requires proactive identification, assessment and mitigation

of present and future threats. In FY25, we have focused on integrating climate risks into our

Enterprise Risk Management (“ERM”) framework to ensure that these risks are identified,

assessed, monitored and managed alongside traditional financial and operational risks.

With support from the Sustainability team, investment managers are increasingly equipped

to evaluate both physical and transitional climate-related risks, using scenario analysis and

materiality assessments to understand their potential impact on investment portfolios. This

capability is still evolving, and we recognise it as a work in progress as we continue to build

tools, processes and expertise across the investment teams.

Our new and enhanced risk matrix enables risk owners to classify climate-related risks for

each asset or portfolio company based on both the probability of occurrence (likelihood)

and the potential damage or effect (impact) on investments. For example, a flood event might

be classified as having a very high probability of severely impacting revenue and operations

foranasset in the next ten years.

The evaluation of impacts and likelihoods has a high degree of estimation uncertainty, with

awide range of possible outcomes. Things like policy shifts and technological developments

can influence the likelihood of different climate outcomes and impact on future risk exposures.

Accounting for different scenarios enables us to assess how, and under what circumstances,

theimpacts from climate change may emerge.

This bottom-up approach helps us distinguish between highly probable but low impact risks

(like minor regulatory changes) and low probability but high impact events (such as extreme

weather damaging critical assets). It also aids in understanding how transition risks (e.g. policy

shifts, carbon pricing, technology disruption) and physical risks (e.g.heatwaves, floods, sea level

rise) could affect operations, revenues or reputation. We will continue torefine and embed the

matrix across our processes.

Identified climate risks can now be incorporated into risk registers, with assigned ownership,

mitigation strategies and regular reporting to Senior Management and the Board – marking

an important step in building a more systematic and structured approach to climate risk

management. Each division is responsible for maintaining its own risk register and for updating

it on a regular basis with oversight by the Risk Team. In addition, the Risk team holds a formal

annual meeting and informal periodic meetings with risk owners to review and discuss key

risks, including climate-related exposures, and to ensure alignment on mitigation strategies

andpriorities.

Any important change to the impact and/or likelihood of climate-related risks will be presented

to the Audit & Risk Committee. Those risks considered most material are presented to the

Board via papers reviewed by the Audit & Risk Committee, as well as through ad hoc reports

issued in response to emerging or critical risk events. Risks which exceed the Group’s risk

appetite will have action plans developed to mitigate their impact.

Enhanced Key Risk Indicator functionality has been implemented in the Group’s risk

management software that will enable Foresight to better track and monitor risks considered

to be potentially material. The initial KRIs have been identified using a combination of best

practice and topics highlighted as part of the double materiality assessment and will include

climate risks where appropriate. The enhanced functionality allows for greater oversight by key

Stakeholders and better identification and implementation of mitigation plans where necessary.

This enhanced risk management framework will enable us to better respond to climate-related

challenges and improve Foresight’s resilience. It sets the foundation for continuous improvement

in addressing climate risks going forward.

Given the ever-evolving climate risk landscape (e.g. dynamic interplay of environmental

changes, scientific advancements, policy developments, shifting market expectations, etc.)

wewill continue to regularly monitor and review the risk management framework.

Environment: TCFD

Climate risk management

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Total emissions – operational and financed

FY25 FY24 Year-on-year

Carbon emissions¹

Total carbon

emissions

(tCO

2

e)

Carbon

footprint

(tCO

2

e/£m

invested)

Weighted

Average Carbon

Intensity

(“WACI”)

(tCO

2

e/£m

revenue)

Total carbon

emissions

(tCO

2

e)

Carbon

footprint

(tCO

2

e/£m

invested)

Weighted

Average Carbon

Intensity

(“WACI”)

(tCO

2

e/£m

revenue)

Total carbon

emissions

(tCO

2

e)

Carbon

footprint

(tCO

2

e/£m

invested)

Weighted

Average Carbon

Intensity

(“WACI”)

(tCO

2

e/£m

revenue)

Scope 1 10.7 0.0008 0.069 13.6 0.0011 0.09 (21.3%) (26.3%) (22.8%)

Scope 2 (location based) 137.7 0.0104 0.89 158 0.013 1.10 (12.8%) (19.7%) (18.7%)

Scope 2 (market based) 92.5 0.007 0.60 113 0.009 0.79 (18.1%) (22.1%) (24.0%)

Scope 3

(excluding Category 3.15) 4,389.2 0.333 28.50 1,116 0.092 7.79 293.3% 261.6% 265.9%

Category 3.15 – Financed emissions² 1,941,996 147 12,611 1,998,250 165 13,940 (2.8%) (10.8%) (9.5%)

Scope 3 1,946,385 148 12,640 1,999,366 165 13,948 (2.6%) (10.6%) (9.4%)

Total emissions (Scope 2 market based) 1,946,488 148 12,640 1,999,538 165 13,949 (2.7%) (10.6%) (9.4%)

1. Of the FY25 emissions, 0% of Scope 1, 56% of Scope 2 (market based) and 50% of Scope 1 and 2 (market based) relate to the UK. FY24 data was prepared based on the requirements for Large LLPs; therefore, UK and Global split was not calculated at the time.

2. A pro rata rate of WHEB’s emissions were included in the above table.

Operational emissions

Foresight conducts an annual carbon assessment aligned with its financial year. Scope 1, 2 and 3 emissions for Foresight Group are calculated in accordance with the Greenhouse Gas (“GHG”)

Protocol Corporate Accounting and Reporting Standard, as well as the Corporate Value Chain (Scope 3) Standard.

For operational emissions, we gather detailed consumption data across all offices, covering energy use, waste, water, business travel, employee commuting and purchased goods and services.

Thereduction in Scope 2 emissions is primarily due to the purchase of renewable energy contracts by our Manchester and Cardiff offices – a practice we aim to continue and expand where feasible.

We are continuously working on improving the data quality with emission factors updated to reflect the latest assumptions. Improvements this year included the addition of purchased services

emissions and the 49% of spend on travel not booked through corporate traveller. This is part of a continued effort to improve the quality of our data as well as how we present it. Last year’s

numbers were not recalculated for the new methodology due to their immaterial impact (less than 5%) on Total Scope 3 footprint.

All emissions data – excluding Scope 3 financed emissions (Category 15) – are audited with limited assurance by Turley, an external consultancy specialising in carbon accounting.

Energy Efficiency Action

In the period covered by the report, Foresight has not undertaken any business wide action to reduce its energy intensity.

While Foresight does not have Group-level emission reduction targets, we have renewed the “Carbon Neutral Certification” by offsetting our Scope 1, Scope 2 and Scope 3 (excluding financed

emissions) emissions. In February 2025, Foresight purchased 100% avoidance offsets through Climate Impact Partners to renew our Carbon Neutral Certification.

Environment: TCFD

Metrics and targets

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Environment: TCFD

Metrics and targets

Emissions scope Subcategory tCO

2

e

Scope 1

Stationary sources Gas consumption 10.7

Mobile sources — 0

10.7

Scope 2

Location based Electricity consumption 137.7

Market based — 92.5

Scope 3

1. Purchased goods & services Water supply and spend on goods and services 2,913.3

2. Capital goods 197.9

3. Fuel & energy (not Scope 1 or 2) T&D losses 18.5

5. Waste Wastewater and other waste 12.8

6. Business travel Transport – air, ground, rental cars and hotels 1,025.5

7. Employee commuting Employee transport and home working 221.2

15. Financed emissions 1,941,996.0

1,946,385.2

Total emissions (Scope 2 location based) 1,946,534.6

Total emissions (Scope 2 market based) 1,946,488.4

FY25 FY24 Year-on-year

Energy consumption Unit Usage

%

of UK Unit Usage

%

of UK

%

Change

in usage

%

of UK

Gas kWh 59,022 0 kWh 74,226 0 0 0

Electricity kWh 464,854 69 kWh 722,044 83 (36) (17)

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Environment: TCFD

Metrics and targets

Scope 1 – Financed

emissions

tCO

2

e FY24 tCO

2

e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on

reported data

% data based on

estimation

Infrastructure

1, 2

1,793,903 1,852,837 85 7,270 100 0

FCM

3

(Only Scope 1

and Scope 2 total

available) – 16,161

Scope 1 and 2: 16,258 57 319 87 13

WHEB

4

N/A 697

(pro rata since acquisition)

100 787 95 0

PE

5

46,576 12,407 100 1,761 19 81

Scope 2 – Financed

emissions

tCO

2

e FY24 tCO

2

e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on

reported data

% data based on

estimation

Infrastructure

1, 2

109,501 32,599 85 7,270 100 0

FCM

3

(Only Scope 1

and Scope 2 total

available) – 16,161

Scope 1 and 2: 16,258 57.05 319 87 13

WHEB

4

N/A 435

(pro rata since acquisition)

100 787 95 0

PE

5

32,109 26,763 100 1,761 19 81

Financed emissions

Financed emissions – categorised under Scope 3, Category 15 – encompass the emissions associated with the companies and assets within our investment portfolio. These emissions far exceed

direct operational emissions, making them a critical focus for climate risk management. Understanding and managing financed emissions is essential for aligning investment strategies with broader

sustainability goals and mitigating long-term climaterisks.

The following tables present our rate split between divisions and scopes, offering a detailed view of how these emissions are distributed across our investment portfolio.

1. Our assessment covers 420 operational assets (excluding those in development, pre-construction, construction and commissioning due to lower availability of data at these stages), with a total asset value of USD 8.38 million (£6.2 billion, USD:GBP 0.738758). This corresponds

to 77% of all assets by number, and 85% of our total portfolio value of USD 9.8 billion (£7.3 billion). This portfolio value number is lower than the previously reported division AUM primarily because it excludes fund-level debt, reflects proportional ownership rather than full

asset value for managed assets, and uses Net Asset Value (excluding investor commitments) for certain funds.

2. Scope 1 and 2 emissions have been calculated using operational fuel and electricity data provided by site management teams and third-party service providers. Estimates were used in some cases. The data reflects a full year of operations. For funds with formal emissions

reporting processes, their specific reporting periods have been used; otherwise, the period from October 2023 to September 2024 applies. Scope 2 emissions are calculated using the market-based approach only. Fuel use from vehicle fleets operated by third-party

contractors is accounted for in their own Scope 1 emissions.

3. Emissions data is calculated by FundRock Partners Ltd (FCM’s ACD) which uses MSCI data for Scopes 1, 2 and 3. For Scope 1 and 2 where there is reported data, that is used. Otherwise, the MSCI model uses estimates for Scopes 1, 2 and all of 3. The methodology can be

found here. Note, DRAF has not been included in the emissions due to the lack of data (this accounts for 6% of FCM’s AUM).

4. Emissions data for WHEB is calculated by Net Purpose. Net Purpose do not estimate where data is not reported. The methodology can be found here. 6.6% of WHEB’s emissions can be accounted for by Foresight in FY25, due to their date of acquisition.

5. Emissions data is calculated based on reported data (where available) and PCAF estimations for the rest of the portfolio. The methodology used by PCAF to estimate the financed emissions can be found here.

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Environment: TCFD

Metrics and targets

The following metrics are taken from KPIs required in the SASB standards for asset managers.

1. Our assessment covers 420 operational assets (excluding those in development, pre-construction, construction and commissioning due to lower availability of data at these stages), with a total asset value of USD 8.38 million (£6.2 billion, USD:GBP 0.738758). This corresponds

to 77% of all assets by number, and 85% of our total portfolio value of USD 9.8 billion (£7.3 billion). This portfolio value number is lower than the previously reported division AUM primarily because it excludes fund-level debt, reflects proportional ownership rather than full

asset value for managed assets, and uses Net Asset Value (excluding investor commitments) for certain funds.

2. Scope 1 and 2 emissions have been calculated using operational fuel and electricity data provided by site management teams and third-party service providers. Estimates were used in some cases. The data reflects a full year of operations. For funds with formal emissions

reporting processes, their specific reporting periods have been used; otherwise, the period from October 2023 to September 2024 applies. Scope 2 emissions are calculated using the market-based approach only. Fuel use from vehicle fleets operated by third-party

contractors is accounted for in their own Scope 1 emissions.

3. Emissions data is calculated by Fund Rock (FCM’s ACD) which uses MSCI data for Scopes 1, 2 and 3. For Scope 1 and 2 where there is reported data, that is used. Otherwise, the MSCI model uses estimates for Scopes 1, 2 and all of 3. The methodology can be found here.

Note, DRAF has not been included in the emissions due to the lack of data (this accounts for 6% of FCM’s AUM).

4. Emissions data for WHEB is calculated by Net Purpose. Net Purpose do not estimate where data is not reported. The methodology can be found here. 6.6% of WHEB’s emissions can be accounted for by Foresight in FY25, due to their date of acquisition.

5. Emissions data is calculated based on reported data (where available) and PCAF estimations for the rest of the portfolio. The methodology used by PCAF to estimate the financed emissions can be found here.

6. This figure represents the Infrastructure portfolio’s AUM that is assessed to come under the “List of activities considered universally aligned with the Paris Agreement’s mitigation goals”. Classification can be found here.

7. Avoided emissions calculated through life-cycle analysis between a baseline of fossil power generation and the actual emissions.

8. Information on capital deployments over the period into infrastructure that contributes towards climate change mitigation is available within the documentation of Foresight’s individual infrastructure funds but is not yet calculated at an aggregated level.

9. The KPI is based on Principal Adverse Impact (“PAI”) indicator identified in the EU SFDR regulation. Calculation conducted using available operational data on energy consumption across the portfolio. Where data has not been available or deemed inaccurate, proxy assets

havebeen used to estimate energy consumption statistics.

Description Infrastructure investment division – Data FCM (including WHEB) investment

division – Data

PE investment division – Data

FY24 FY25 FY24 FY25 FY24 FY25

Climate-related opportunities – the amount and

percentage of assets or business activities aligned

withclimate-related opportunities

6

85%

Amount of assets –

£7,486 (£m)

84%

Amount of assets –

£10,244 (£m)

75%

Amount of assets –

734 (£m)

80%

Amount of assets –

1,068 (£m)

39%

Amount of assets –

1,603 (£m)

(with 32% undeployed)

35%

Amount of assets –

1,761 (£m)

(with 41% undeployed)

Avoided emissions vs grid

7

N/A 2,845,244 tCO

2

e N/A N/A N/A N/A

Capital deployment – the amount of capital

expenditure, financing or investment deployed

towards climate-related risks and opportunities

Not currently tracked

8

Energy consumption intensity per high-impact

climate sector

9

0.12 GWh/EUR million

of revenue

0.09 GWh/EUR million

of revenue

N/A N/A N/A N/A

Scope 3 – Financed

emissions

tCO

2

e FY24 tCO

2

e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on

reported data

% data based on

estimation

Infrastructure

1, 2

805,931 240,346 85 7,270 0 100

FCM

3

33,825 33,870 57 319 0 100

WHEB

4

N/A 8,781

(pro rata since acquisition)

100 787 75 0

PE

5

75,511 95,609 100 1,761 9 91

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Targets

Foresight Group has not yet set carbon reduction or net zero targets at the Group

level. Thisisdue in part to the diverse nature of our investment strategies and the

varying emissionsprofiles and data maturity across our divisions. Importantly, the

nature of Foresight’sinvestments – many of which are focused on renewable energy,

energy efficiencyandother transition-enabling assets – means we are predominantly

positioned ontheopportunity side ofthe climate transition and are much less exposed

tocarbon-intensivesectors.

While we are committed to managing and reducing climate–related impacts, our current focus

is on building the necessary data infrastructure and capabilities to accurately measure and

monitor emissions across all portfolios and operations.

For instance, Foresight Private Equity’s Sustainability Platform rolled out in FY24 improves the

accuracy of emissions data collection by supporting direct company disclosures rather than

relying solely on PCAF estimates, while also empowering portfolio companies to take ownership

of their carbon reporting and reduction strategies. This foundational work is essential to ensure

that any future targets at Group level are robust, science-aligned and appropriate for the scale

and nature of our business.

Our work on climate targets has begun at the fund level, with FGEN becoming the first fund

to voluntarily set a net zero emissions target in FY25. As part of this commitment, FGEN has

published a transition plan outlining interim targets and its methodology for aligning its portfolio

with a net zero pathway by 2050.

FGEN’s emissions profile has a positive downward trend, with a likely 50% emissions reduction

by FY33, largely driven by planned exit dates. The Fund, which represents approximately 9% of

Infrastructure’s total AUM, has a short-term target to embed asset acquisitions into its carbon

forecast model and to integrate this model into investment proposals.

FGEN’s Fund-level targets represent an important step in operationalising climate ambition

within our investment portfolio and provides a model for how such approaches could be

expanded to other infrastructure funds and ultimately to the Group level.

Environment: TCFD

Metrics and targets

Controlled Environment Glasshouse, UK, Part of FGEN’s portfolio

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Material impact, risks and opportunities

The double materiality analysis concluded that pollution,

water, resource use and the circular economy are material

topics for Foresight Group. This is primarily due to risks

arising within the value chains of Foresight’s Investment

divisions, rather than from the Group’s own operations.

Activities within the value chain include, among others,

the use of products, services and materials derived from

industries that emit large volumes of air pollutants, pose

risks of soil contamination or require significant water

inputs.Additionally, the use of non-renewable natural

resources in the production of components and equipment

presents a potential negative impact.

Resource outflows are material due to the financial risks

associated with rising costs or reduced outputs, which

could affect business performance. Waste generation is

also a key topic. Significant volumes of waste are produced

throughout the value chain during the extraction, processing,

manufacturing, use and transportation of materials

associated with Foresight’s assets.

Furthermore, healthcare and medical properties generate

various types of waste, including hazardous waste, sharps,

infectious and pathological waste and pharmaceutical waste.

Nature (“biodiversity and ecosystems”) has also been

identified as a material topic in the double materiality

analysis. As noted, some value chain activities contribute

to pollution, which is a driver of global biodiversity loss.

Infrastructure development may require building on

undeveloped (“greenfield”) land, potentially leading to

habitatloss or species displacement.

Environment

Nature, pollution, water and the circular economy

Conversely, when renewable energy assets are developed on

previously agricultural or degraded land, their passive nature

can allow for natural regeneration. If managed properly, this

createsopportunities for biodiversity enhancement.

We are in the early stages of integrating pollution, water

and circular economy considerations into our investment

decision-making and risk management frameworks. These

areas – ranging from water scarcity and pollution impacts

to resource efficiency and waste – represent increasing

relevance to long-term value creation. As awareness and data

availability continue to grow, we are exploring ways to better

integrate these matters into our investment approaches.

In the following pages, we detail our approach to integrating

nature and biodiversity considerations into our investment

decision-making processes. This includes an overview of

current initiatives, challenges and measures being taken to

enhance how we identify, assess and manage nature-related

risks and opportunities throughout our portfolios.

Material topics

Material

impact

Positive or

negative

Risk or

opportunity

Pollution:

Pollution of air Yes

Neither

Pollution of water Yes

Neither

Pollution of soil Yes

Neither

Substances of

concern

Yes

Neither

Substances of very

high concern

Yes

Neither

Water and marine resources:

Water Yes

Neither

Biodiversity and ecosystems:

Impacts on

the extent and

condition of

ecosystems

Yes

Risk

Resource use and circular economy:

Resources inflows,

including resource

use

Yes

Risk

Resource outflows

related to products

and services

No

Risk

Waste Yes

Neither

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Policies related to nature

Policies highlighting our commitment to progressively embed

managing material topics into our own operations and

investment decisions are described in the Policies section

ofthis report.

Actions and resources related to nature

Nature and biodiversity are increasingly recognised as

material factors in investment decision-making, as the

degradation of ecosystems can pose significant financial,

operational and regulatory risks across sectors.

Disruptions to natural systems – such as deforestation, water

scarcity and biodiversity loss – can directly impact the value

and resilience of investments by affecting supply chains,

asset performance and long-term sustainability. At the same

time, investments themselves can have a profound impact

on nature, either by contributing to environmental harm or

by supporting nature-positive outcomes through sustainable

practices, innovation and responsible capital allocation.

Recognising this dual relationship, we are committed to

integrating nature-related considerations intoour investment

approach, where relevant, to both mitigate risk and

drivepositiveenvironmental impact.

In 2025 we developed a Group Environmental Policy to

formalise Foresight’s commitment tomanaging environmental

risks and opportunities across ouroperations and investment

activities.

This policy provides a structured framework to guide

ourapproach to responsible investing across all divisions,

ensuring we identify, assess and manage environmental

impacts and dependencies in our portfolios, while aligning

with evolving regulatory expectations. Full implementation

of the policy is still underway, and will remain a key area of

focus in the coming years.

As part of our ongoing commitment in this area, we are

strengthening our internal data capabilities and exploring

potential alignment with the Taskforce on Nature-related

Financial Disclosures (“TNFD”) framework, in recognition of

the increasing need for nature-related reporting in the future.

This process will enhance our understanding of how our

investments both depend on and impact natural ecosystems,

and how exposed we are to areas of high biodiversity value.

Nature-related risks and opportunities are particularly

significant for our Infrastructure Division due to the scale of

our portfolio and the fundamental reliance of infrastructure

assets on natural resources and ecosystems. FCM’s

substantial investment in infrastructure assets makes nature

and biodiversity important considerations in stewardship

and engagement efforts for this division. By contrast,

nature-related issues are generally less relevant to our

SMEfocused Private Equity division.

Environment

Nature, pollution, water and the circular economy

Beekeeping at Sandridge Solar Farm, UK, Part of Foresight’s portfolio

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Integrating nature and biodiversity in our

investmentapproach

Foresight’s Infrastructure portfolio recognises nature as

a vital system to protect. The division invests primarily in

low-polluting technologies and integrates nature-positive

outcomes through active asset management. Project-specific

commitments may include revegetation, grassland

enhancement, tree planting to strengthen ecological

corridors and facilitate wildlife movement, pond and wetland

introduction, wildflower meadow, hedgerow and woodland

buffer creation and restoration to improve biodiversity.

This not only helps with nature recovery but, in some cases,

has meaningful operational benefits. For instance, in Spain,

high temperatures during the summer and the Calima, the

meteorological phenomenon that brings sand and dust

from the Sahara, can have a direct impact on the electricity

generation of our solar plants. The planting of vegetation and

installation of ponds in Granada, where some of our assets

are located, not only helps with nature recovery but lowers

the risk of dust accumulation on panels, which can affect

energy generation.

As nature-related regulations continue to evolve, including the

implementation of biodiversity net gain (“BNG”) requirements

in the UK, we see these efforts as aligned with a broader shift

toward integrating nature considerations into infrastructure

planning and delivery. Our approach is also well positioned

to support compliance with emerging standards while

contributing positively to local ecosystems and long-term

asset resilience.

Environment

Nature, pollution, water and the circular economy

Infrastructure: Measuring potential for biodiversity

units at solar farms

The BNG legislation mandates new infrastructure projects

need to deliver a minimum of 10% biodiversity net gain. Those

that are not able to do so have to buy units to compensate,

creating a mechanism like the already established carbon

credit market.

In 2024, Foresight Solar started a baselining assessment

to gauge the potential for creation of biodiversity net gain

(“BNG”) units across its UK projects.

The assessments began with a desktop review to identify

locations with strong potential for biodiversity enhancements.

Selected sites then underwent in-person ecological surveys

to assess habitat quality, local connectivity and opportunities

for nature improvement. With survey data in hand, planning

is now underway to carry out works at the most appropriate

time of year to maximise success and unit creation. This will

be a thorough process, involving landowners, ecological

experts and local authorities to secure approvals and allow

the generation of tradeable biodiversity units.

Proposed enhancements focus on improving and connecting

habitats through measures such as meadow creation,

tree and hedgerow planting, and grassland and woodland

restoration to support biodiversity.

The planned enhancements, supported by a robust

assessment and Stakeholder engagement plan, position

this baselining project as a model for integrating renewable

energy development and operation with nature-positive

recovery.

As implementation progresses, regular monitoring and

adaptive management will be key to optimising ecological

and financial outcomes.

Plug-planting at Solar Site, Cornwall, Part of Foresight’s portfolio

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Integrating nature and biodiversity in our

investmentapproach

Foresight’s Infrastructure portfolio also sees nature as a

valuable investment opportunity. This is reflected in our

Forestry and Natural Capital portfolio (“FNC”), which shows

how sustainable land management can deliver financial

returns alongside clear environmental and social benefits.

FNC’s portfolio consists mostly of afforestation (the planting

of trees for new woodland creation) and established forestry

assets. It makes a direct contribution to climate mitigation and

biodiversity enhancement by promoting carbon sequestration

and sustainable timber production. £27 million of fresh

equity capital raised in early 2025 allows FNC to explore

other natural capital opportunities such as biodiversity

credits, peatland restoration and opportunities focused

onregenerative agriculture.

FNC’s assets cover a 13,245 hectare gross area, including

5,622 hectares in standing forest area expected to produce

1.3 million tonnes of sustainable timber over the next

rotation. 5,819 hectares is committed to afforestation. Once

fully planted, FNC’s afforestation portfolio will be equivalent

to around 28% of the total land in the UK that was used for

afforestation in the year to March 2024.

Nature presents valuable opportunities for our Infrastructure

portfolio, but we recognise that nature-related risks

can have broad macroeconomic impacts and pose

significant challenges. Depletion or disruption of natural

resources, suchas water and arable land, can lead to

food scarcity, supply chain vulnerabilities and increased

economic instability. Quantifying the portfolio exposure

to nature-related risks is particularly complex due to their

variability, feedback loops and the challenges of obtaining

reliable data.

As part of this effort, Foresight Infrastructure has partnered

with Frontierra to develop a platform that utilises satellite

and geospatial data to assess nature and climate risks

and opportunities, in line with reporting and disclosure

frameworks such as The Taskforce on Nature-related

Financial Disclosures (“TNFD”). In addition to climate,

itassesses nature-related impacts, dependencies, risks

andopportunities, and evaluates aspects such as biomes,

biodiversity hotspots and critical habitats. The Infrastructure

division will continue to refine and enhance the platform’s

capabilities as we begin gradual implementation across

investment and portfolio management teams in FY26.

The integration of nature into investment decisions and

risk management is a dynamic, ongoing process that

reflects Foresight’s growing understanding of the complex

interdependencies between natural systems and financial

performance.

As our capabilities mature and new tools, data sources

andinsights become available, our approach will continue to

evolve. We view this as a long-term journey, with continuous

improvement at its core.

Nature-related considerations will increasingly shape our

understanding of both risks and opportunities, allowing us

tomake more informed decisions that support resilience

andvalue creation across our divisions.

Ultimately, embedding nature into our investment and risk

processes is not only about managing downside risk, it is

about Foresight’s resilience in a world where natural capital

is increasingly recognised as a foundational element of

economic and financial stability.

Environment

Nature, pollution, water and the circular economy

Foresight Capital Management:

Biodiversity engagement

FCM, our listed Equity division, maintains substantial

investments across the listed infrastructure and broader

infrastructure sectors, reflecting a strong commitment to

sustainable growth. With a portfolio that spans clean energy

and essential infrastructure assets, FCM recognises the

critical role that nature plays in supporting long-term value

creation and resilience.

In FY25, FCM undertook a biodiversity engagement across

FPForesight UK Infrastructure Income Fund (“FIIF”), which

represents approximately 20% of the division’s AUM. As part

of the engagement, all holdings in the Fund were assessed

to evaluate the quality of their biodiversity-related initiatives

and reporting. The majority of companies were found to

report on biodiversity initiatives and processes, with two of

the companies held in FIIF being TNFD early adopters. After

the initial portfolio assessment, engagements were tailored

to companies depending on the sophistication of their

biodiversity-related reporting and initiatives. Engagement

centred on requesting disclosure of biodiversity initiatives

and transparency on supporting metrics, as well as alignment

with TNFD recommendations.

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Environment

Case Study: Tackling construction phase emissions at Kölvallen

Division: Infrastructure Fund: Foresight Energy Infrastructure Partners

Members of the Foresight team

At Kölvallen, a number of innovative measures were

implemented during the design and construction

phases, focusing on the use of local resources and

careful procurement and management of materials.

These efforts resulted in a 54% reduction in overall

emissions when compared with conventional methods

of remote windfarmconstruction, and significantly

reduced the environmental impact.

The emissions reductions were primarily achieved by:

ș Grid-sourced electricity: Replacing conventional

generators with grid-sourced electricity on a designated

renewables tariff to reduce emissions

ș Electric arc furnace (“EAF”) steel: Using steel produced

in an EAF with c.95% recycled content to further lower

carbon footprint

ș Onsite quarrying: Production of gravel and aggregate

onsite to minimise transport emissions

ș Onsite concrete batching: Establishing onsite concrete

batching to significantly reduce transport miles

Total emissions

(with mitigations)

(tCO

2

e)

Total emissions

(without

mitigations)

(tCO

2

e)

% CO

2

emissions

saved

Waste 119 119 0%

Fuel 2,209 2,209 0%

Power 0 10 100%

Cables 31 31 0%

Steel 2,307 8,516 73%

Aggregate 1,217 7,776 84%

Concrete 5,657 6,338 11%

Total 11,540 24,999 54%

Onshore wind

Sweden

Ljusdals, 2022-25 in progress

54%

Reduction in emissions

277MW

Capacity

Key insights

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Introduction

Last year, the People and Sustainable Culture (“PSC”) team

made a significant improvement in shaping a stronger

employee experience. Key achievements included the

development of an upgraded talent and development

offering, the implementation our own enhanced parental

leave policy and supporting substantial headcount growth

asthe business expanded, including the acquisition of WHEB.

Material impacts and risks related to own workforce

The double materiality assessment concluded that “own

workforce”, including its sub-topics of working conditions

and equal treatment and opportunities for all, is material

for Foresight Group. We recognise that our people are the

cornerstone of our continued success.

Own workforce:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Working

conditions

Yes Risk and

opportunity

Equal

treatment and

opportunities

for all

Yes

Risk and

opportunity

Group Executive Team and Board of Directors

Employee-related matters, including working conditions,

diversity and inclusion, health and safety and human rights,

are overseen by the People & Sustainability Culture team and

the office managers, who report through the Chief Financial

Officer (“CFO”).

Updates on workforce-related matters are provided to the

Board as part of the annual reporting cycle, with additional

updates ona more frequent basis as required.

Policies

Our commitment to our workforce is demonstrated

through comprehensive global employee policies, country

specific policies and detailed employee handbooks. These

documents outline both our dedication to our employees

and the responsibilities expected from them. The employee

handbook, for instance, provides essential information, rules,

policies and procedures that guide employees in their daily

work and ensure a consistent and fair working environment.

Foresight Group has a number of policies for employees,

including our Learning and Development Policy and a suite

offamily policies in place to support employees’ wellbeing.

These policies, along with our commitment to providing a

safe and inclusive workplace, reflect our ongoing efforts to

support and protect our employees in all aspects of their

professional journey.

Processes for engaging with our own workforce

Engagement with our workforce is facilitated through a range

of structured channels that provide employees with regular

opportunities to share their views and contribute to shaping

the working environment. These include employee forums,

an annual engagement survey and Company-wide meetings

where employees can submit questions anonymously

to senior leadership. Insights gathered through these

channels are reviewed by the PSC team and relevant senior

Stakeholders, and are considered in decision making related

to working practices, wellbeing anddevelopment. The

forums serve as a formal platform for employee voices to be

heard. Full anonymised notes from the Employee Forum are

included in the PSC quarterly boardpacks, with a summary

also provided in the main Board Report.

We conduct our engagement survey annually, offering

employees an anonymous platform to share feedback

acrossa wide range of topics. In FY25, our overall

engagement score was 78%, slightly down on last year’s 81%.

The survey covers areas suchasmanagement effectiveness,

empowerment, learningand development, the digital

workplace experience,shared purpose, teamwork, wellbeing,

communication, sustainability, organisational values and

diversity, equity andinclusion (“DE&I”). These insights help

us address concerns, identify areasfor improvement and

strengthen trust and communication across the organisation.

Own workforce

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Own workforce

Processes for engaging with our own workforce

We complement these feedback mechanisms with a variety

of development initiatives. These include Foresight Connect

sessions on relevant topics and the Tandem programme,

which encourages cross-cultural language learning and

interaction. Both are accessible to all employees and

actively promoted across the Group. In addition, we support

professional development through internal and external

coaching, offering employees access to guidance on

leadership, career progression and workplace challenges.

We also engage employees through the ACE mentoring

scheme, which supports career development and

cross-functional learning, and through leadership training

sessions designed to provide space for feedback, discussion

and capability building among managers and senior leaders

1

.

Engagement with vulnerable employees

Engagement with vulnerable and underrepresented

employees is an important part of maintaining an inclusive

and supportive working environment. This work is delivered

primarily through our THRIVE programme, which brings

together a range of initiatives outlined in the DE&I section.

To promote fairness in recruitment, all hiring managers are

required to complete unconscious bias training. In addition,

comprehensive recruitment guidance is provided to all staff,

with a focus on ensuring inclusivity throughout the hiring

process. This includes specific instructions on drafting job

descriptions that attract a broad and diverse candidate pool.

Our recruitment and progression practices are based on

achievement, qualifications, skills, experience and cultural

fit. In September, we also delivered inclusive recruitment

training in partnership with an external provider to strengthen

understanding and application of inclusive hiring practices

across the organisation.

Remedy of negative impacts and channels

toraiseconcerns

We have well established internal processes to address

potential or actual negative impacts on our workforce.

Theseinclude internal investigations, mediation and

corrective actions with follow-up steps to ensure resolution.

Employees can raise concerns through the People &

Sustainability Culture team, which operates an open-door

policy, or by following the formal complaint procedure

outlined in the Employee Handbook.

While no third-party mechanisms are used for complaints,

we do engage a trusted third party to administer our annual

employee survey, providing an anonymous platform for

feedback.

Policies are in place to protect employees from retaliation

ordiscrimination when raising concerns, and we aim to

ensure that all staff are aware of and can access these

channels with confidence.

The Company is committed to fair pay, equitable promotion

practices and supporting the development of all employees

through an uncapped training budget and access to external

learning opportunities. These efforts are part of a broader

commitment to ensure that all employees, including those

from underrepresented groups, are supported and heard.

As part of this commitment, we are also accredited as a

London Living Wage employer.

1. Senior Leadership is defined as Partners or Managing Directors who are a head

of department.

Member of the Foresight team

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Own workforce

Own workforce

1

FY25 FY24 Year-on-year

Male Female Other Total Male Female Other Total Total

Own workforce 251 190 1 442 238 168 0 406 +36

No. of employees

2

233 188 1 422 218 166 0 384 +38

Self-employed 18 2 0 20 20 2 0 22 (2)

% of employees 55.2% 44.5% 0.2% 100% 56.8% 43.2% 0.0% 100% —

Permanent 227 186 1 414 216 162 0 378 +36

Temporary 6 2 0 8 2 4 0 6 +2

1. As at 31 March 2025 and 31 March 2024.

2. FY25 figures exclude two interns and include eight temporary employees which are presented differently in the Corporate Governance section.

Characteristics of Foresight’s own workforce

Foresight’s own workforce had 422 employees and 20

self-employed workers at year end. Agency workers are not

tracked and would only represent a small number of workers.

Employees are based across offices in the United Kingdom,

Australia, Spain and other European locations as shown on

the table opposite.

The total employee number represents a 10% increase on

FY24 driven by the acquisition of WHEB and organic growth

of the Company. Female employees representation increased

by 1% over the period.

A total of 57 employees left during the year, which equals to

an employee turnover rate of 14%. About two-thirds of these

exits were on a voluntary basis.

Foresight had no non-guaranteed hours employees.

Employees by country

1

Country

FY25

No. of

employees

FY24

No. of

employees

2

Year-on-year

Increase/

(Decrease)

United Kingdom 321 293 +28

Australia 62 59 +3

Spain 17 15 +2

Italy 7 8 (1)

Ireland 5 3 +2

Luxembourg 5 4 +1

Other 5 2 +3

Total 422 384 +38

1. As at 31 March 2025 and 31 March 2024.

2. FY24 employees exclude 22 Partners who are self-employed.

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Actions related to diversity, equity and inclusion

As part of our commitment to gender equality, we continue

to support the progression of women into leadership roles

through Foresight’s Women in Leadership course, ELEVATE.

ELEVATE is endorsed by our Chairman and sponsored by our

CFO, the programme provides development opportunities for

women across the organisation and reflects our ongoing effort

tobuild a more inclusive workplace.

The Group DE&I strategy, THRIVE, has the following targets:

1. Increase underrepresented minorities from 2023 base

year by 10% globally by 2027

2. Increase the number of Pride network members

globallyfrom 2023 base year by 15% by 2027

3. Ensure we have disability training rolled out

by31December 2025 for all linemanagers

4. Ensure our employee resource groups are in place

tospotlight religious events across theyear

5. Maintain our signatory status to the Women

inFinanceCharter

DE&I partnerships under THRIVE

We partner with the Amos Bursary, a charity that supports

state school students of African and Caribbean heritage by

providing academic and professional opportunities. Where

possible, we offer internships or placements to students from

the programme, giving them experience across different areas

of the business. In some cases, this may include opportunities

within our portfolio management and investment teams.

We also work in partnership with Svitlo School, which

supports the education of displaced Ukrainian children,

and Sacred Heart, which provides access to learning and

enrichment opportunities for students from underrepresented

backgrounds. These partnerships reflect our broader

commitment to supporting equity and access beyond our

immediate workforce. There will be a continued focus on

workstreams related to religion, ethnicity and disability.

Alongside this, we will maintain our efforts to deliver DE&I

training and provide support to line managers, equipping

them with inclusive hiring practices and the skills to lead

diverse teams effectively.

Additionally, as part of our ongoing work to maintain

a safe and respectful workplace, we are planning to

introduce mandatory training on sexual harassment. This

will support our broader approach to health, safety, equity

and inclusion by ensuring that all employees are clear on

expected behaviours and know how to recognise and report

inappropriate conduct.

Employees by age

Male Female Other Total

Under 30 years old 53 49 0 102

Between 30 and

50 years old 158 126 1 285

Over 50 years old 22 13 0 35

Adequate wages

We confirm that all employees are paid above the applicable

minimum wage in their respective countries of employment.

As part of this commitment, we are also accredited as a

London Living Wage employer, ensuring that all employees

and regular contractors in London are paid in line with or

above the independently calculated living wage.

Compliance with wage requirements is monitored through

regular payroll reviews and updates to reflect changes in

local legislation.

Social protection

All employees have social protection. These vary across

jurisdictions and include for example sick leave, pension

andfamily leave.

Collective bargaining and social dialogue

Collective bargaining agreements are in place in Italy, Spain,

Greece and Germany covering all employees, and social

dialogue agreements are in place in Italy andSpain covering

all employees.

Persons with disabilities

Foresight‘s own workforce includes six workers who identify

as having disabilities. This includes one person on our senior

leadership team. We are currently rolling out disability

training for all line managers, and additional support is

available if they need it.

Training and skills development metrics

The Company is committed to supporting the development

of all employees through providing budget and access to

internal and external learning opportunities. During the

financial year employees completed on average six hours

ofmandatory training.

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Work-life balance metrics

All Foresight employees are entitled to maternity, paternity

and adoption leave from their first day onwards. These

policies reflect our commitment to supporting our employees

in balancing their professional and family responsibilities.

Lastyear 4% of male and 5% of female employees took

family leave.

Additionally, Foresight supports part-time working where the

role allows it.

Actions for health and safety

Mandatory health and safety training has been introduced

for all office-based employees globally. In addition,

IOSH-accredited training is required for all field-based

workers –both permanent and temporary – to ensure

consistent health and safety standards across our operations.

Foresight Group’s own workforce is primarily office based

and we had no serious health and safety incidents during the

reporting period.

Health and safety incidents FY25

Number of people in its own workforce

(employees and non-employee workers) who

are covered by a health and safety management

system based on legal requirements and (or)

recognised standards or guidelines 442

Number of fatalities in own workforce as

result of work-related injuries and work-related

ill health (also needs to include other workers

working on the undertaking’s site) 0

Number of fatalities as result of work-related

injuries and work-related ill health of other

workers working on undertaking’s sites 0

Number of recordable work-related accidents

for own workforce 0

Number of cases of recordable work-related

ill health of employees 0

Number of days lost to work-related injuries

and fatalities from work-related accidents,

work-related ill health and fatalities from

illhealth related to employees 0

Gender pay gap reporting

For the purposes of this disclosure, “top management”

is defined as Partners, Managing Directors and Heads of

Department. This definition reflects the structure of our

organisation and the levels of leadership responsible for

strategic and operational decision-making.

As at 31 March 2025, 26.2% of top management roles were

held by women, 72.3% by men and 1.5% of roles were held

byother groups

2

.

Mean average gender pay gap for hourly pay FY25: 25%

andFY24:34%.

Median gender pay gap for hourly pay FY25: 23% and

FY24:40%.

Mean gender pay gap for bonus pay¹ FY25: 52%.

Median gender pay gap for bonus pay¹ FY25: 51%.

These gaps reflect the higher representation of male

employees in better paid senior positions where variable

compensation, such as performance bonuses and

share-based awards, is also more prevalent.

1. The reported FY24 bonus pay gap figures were inaccurate. At the time of reporting, it was not feasible to recalculate them.

2. Other includes employees who do not identify themselves as male or female.

Full-time Part-time

Male | 225 Male | 8

Female | 174 Female | 14

Other | 1

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Incidents of discrimination and human rights violations

There have been no recorded incidents of discrimination or

human rights violations during the reporting period.

Targets

We are committed to the Women in Finance Charter, a

government initiative to improve gender balance in financial

services. As part of this, we’ve set a target to reach 30%

female representation in Senior Management by the end of

2027. This target helps ensure we stay focused on making

progress and hold ourselves accountable through regular

tracking and reporting.

We do not operate with formal workforce representatives.

However, employee feedback is gathered through structured

channels such as the Employee Forum and our annual

engagementsurvey.

While these mechanisms do not involve employees directly

in the formal setting of targets or tracking performance, they

provide valuable insights that inform our broader people

strategy and workplace initiatives.

Feedback received through these channels is reviewed by the

People & Sustainability Culture (“PSC”) team and shared with

senior leadership where appropriate. In this way, employee

input contributes to identifying areas for improvement and

shaping future actions, even if not through direct participation

in formal performance or target-setting processes.

Own workforce

Members of the Foresight team

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Material impacts and risks related to own workforce

The double materiality analysis has enabled us to identify

material impacts, risks and opportunities in our value chain

by ESRS sub-topics which are relevant in the short, medium

and long term. Results of the analysis for Foresight Group

arepresented below:

Workers in the

value chain:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Working

conditions

Yes Risk

Equal

treatment and

opportunities

for all

Yes

Neither

Other work-

related rights

Yes

Risk

Foresight’s investment assets within its three divisions have

extensive and international value chains which span key

sectors such as energy transition, transport, forestry and

manufacturing. This broad spectrum means issues related

toworking conditions, equal treatment, opportunities for

alland other work-related rights are material.

Workers in these sectors are exposed to health and safety

risks, human rights risks and in some of these sectors the

workforce is very male dominated. These risks could have

a negative impact on Foresight; however, Foresight and its

investment divisions endeavour to positively influence their

assets and portfolio companies by establishing standards

that promote good working conditions, diverse andinclusive

business practices among their suppliers and ensure equal

opportunities for all Stakeholders.

Policies related to value chain workers

Our commitment to respect human rights, including labour

rights, and those of our value chain workers is outlined in

Foresight’s Sustainability Policy and detailed in Foresight’s

Human Rights Policy. Further details of these can be found

under Policies in the Sustainability Governance section.

Human rights obligations

Our commitment to human rights extends throughout

our value chain, impacting our own operations as well

asour upstream and downstream partners. This includes

the products and services we offer and our business

relationships, which encompass both direct and indirect

connections within our value chain.

Processes for engaging with value chain workers

about impacts

While we do not have formal processes for this at Group

level, our approach to worker’s rights within the value chain

of our assets focuses on mitigating risks while identifying

opportunities for positive impact. A key element of our risk

management strategy is portfolio diversification across

asset classes, geographic areas and regulatory regimes.

Thisdiversification helps minimise the potential impact of

labour issues within any single holding.

All holdings across the Global Real Infrastructure Fund

(“GRIF”), the Sustainable Real Estate Securities Fund (“REF”),

the Sustainable Future Themes Fund (“SFT”) and our regional

private equity funds are assessed against the principles of

the UN Global Compact. This encompasses the assessment

of internal processes and policies including human rights

policies and supplier code ofconduct within investee

companies.

Alignment with these principles encourages adherence to

labour standards and helps companies identify and address

potential risks within their supply chains.

Within FCM, we also actively engage with our portfolio

holdings to promote responsible practices. Many have

high-quality processes in place to protect themselves against

human rights violations, however we encourage them to

improve further e.g. to become signatories to the UN Global

Compact. In FY25, we engaged with nine companies on

thisissue.

The Infrastructure division’s primary mechanism for

interrogation of its supply chain continues to be the Ethixbase

platform, a third-party due diligence platform that enables

examination of key counterparties and suppliers against a

comprehensive list of more than 800 global enforcement,

sanctions and watch lists. Risk alerts are grouped into the

following categories, wherein there is a specific focus on

human rights:

i. Sanctions, enforcements and watch lists

ii. Politically exposed persons

iii. Corruption

iv. Terrorism & trafficking

v. Conflict minerals

vi. Environmental

vii. Human rights

Furthermore, direct suppliers to Foresight’s infrastructure

activities are also requested to sign the infrastructure

Supplier Code of Conduct (“SCoC”). The SCoC fosters

greater alignment between Foresight and its supply chain,

byarticulating Foresight’s expectations of its suppliers

on certain sustainability and ESG issues. This includes

aspecificfocus on human and labour rights.

Workers in the value chain

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Workers in the value chain

Processes for engaging with value chain workers

about impacts

The SCoC stipulates that Foresight expects its suppliers

of Infrastructure activities to support, embrace and enact

the UNGC, UNGP, the OECD guidelines for Multinational

enterprises and the International Labour Organization

Declaration on Fundamental Principles and Rights at Work.

There is also a further expectation that its suppliers commit

to support Foresight’s initiatives in this regard within their own

supply chains. The SCoC is increasingly being incorporated

into new contractual agreements, while for existing contracts,

there is an ongoingworkstream to encourage more

widespread adoptionof the SCoC.

We are committed to advancing transparency and

accountability in labour practices by continuously enhancing

the quality and breadth of our data. Our approach draws

on adiverse range of sources, including company policies

(for example, in Private Equity, we’ve proactively provided

templates and guidance to encourage deeper engagement

beyond our direct investments) Bloomberg data, and

qualitative assessments aligned with the UN Global Compact

principles. While we acknowledge the inherent complexities

in capturing data across global and multifaceted supply

chains, we view these challenges as opportunities to innovate

and strengthen our methodologies over time.

Building a sustainable and resilient investment portfolio

requires a focus not only on financial performance but also

on environmental and governance factors. Responsible

labour practices are a key component of ESG investing. By

integrating labour rights considerations into our investment

process, we aim to mitigate risks, promote positive social

impact and generate long-term value for our investors.

Remedy of negative impacts and channels to

raiseconcerns

Foresight Group will actively seek to remediate negative

human rights impacts to the extent this is possible dependent

on its level of operational control over an investment or

the relationship where the impact has been identified.

Employees will co-operate with key Stakeholders involved

and take appropriate actions to achieve an acceptable

outcome, including changes in the entity’s operations and

policies. Remediation regarding matters raised via Foresight’s

whistleblowing channels will be undertaken in accordance

with the relevant Whistleblowing policy.

We will investigate all concerns raised in regard to human

rights and take appropriate steps to remediate the issues

found. If we have caused

1

or contributed

2

to an adverse

human rights impact, we will co-operate with relevant parties

and authorities to remediate and mitigate the impact as far

as we can. Employees are encouraged to report any human

rights grievances without fear of retaliation or retribution.

Actions related to workers in the value chain

Through the Group-wide working group dedicated to

human and labour rights, a project is being undertaken to

integrate best practice UNGP and OECD guidelines, as well

as the latest UK home office guidance for Modern Slavery

Statements (“MSS”). This includes working with all investment

divisions and jurisdictions on their relevant requirements.

Additionally, through the UNGC, Foresight has undertaken

a MSS peer review with LSEG and Santander UK and

is participating in the UNGC human rights accelerator

programme, which ends with a best practice tailor made

action plan in September 2025.

At the end of 2024, Foresight’s Infrastructure Division

engaged in an escalatory due diligence process discussed

inthe case study on page 103.

Metrics and targets related to workers in the value chain

In Foresight’s September 2024 Modern Slavery Statement

update, we disclosed the following KPIs:

Modern slavery training is a mandated requirement for

Foresight Group. Weusea number of online platforms to

provide third-party training,

which includes a module on

modern slavery. This isrolled out as

standard to all employees

and had a 94% completion rate in FY25.

Forced and child labour

Share of infrastructure investments in investee companies

exposed to operations and supply chains at significant risk

of incidents of forced, compulsory or child labour in terms

ofgeographic areas and/or the type of operation.

Answer: 18.8%

This figure represents the Infra AUM associated with the

sectors, industries and associated supply chains assessed

to be at greatest risk of forced, compulsory or child labour

incidents. In this instance, 18.8% represents the Infra AUM

associated with both the solar and battery sectors.

1. Foresight may “cause” a sustainable sourcing issue where its activities on its own are sufficient to result in this issue occurring.

2. Foresight may “contribute” to a sustainable sourcing issue when its actions, either in combination with the activities of other companies or entities causes a sustainable sourcing issue, or if the activities of the Company might cause, facilitate or incentivise an investee company

or supplier to cause an issue. For contribution to exist, it must be substantial – it does not include minor or trivial contributions.

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Incidents and breaches

Number of cases of severe human rights issues and incidents

by suppliers screened by Ethixbase.

Answer: 0

Using the Ethixbase platform, screening was conducted on 140

primary and secondary suppliers (covering all major primary

suppliers) associated with the Infrastructure division’s solar

and battery investments. Across the suppliers screened, there

were no known cases of severe human rights issues

1

.

Supply chain standards

Share of investments in investee companies without any

supplier code of conduct (against unsafe working conditions,

precarious work, child labour and forced labour).

Answer: Investee companies and the related SPVs do not

typically have a supplier code of conduct as they are not the

organisation responsible for the selection and appointment

of suppliers. The Investment Manager, which has overall

responsibility for management of the individual assets and

their suppliers, has a Supplier Code of Conduct that is used

with primary suppliers and key counterparties.

Social

Workers in the value chain

1. A severe human rights issue refers to a profound and systematic violation of

fundamental human rights that causes significant harm to individuals or groups.

These violations often involve abuses such as forced labour, human trafficking,

genocide or denial of basic freedoms like access to justice, education and

healthcare.

2. https://www.fsb.org.uk/media-centre/uk-small-business-statistics.

Minimising Human Rights Risk in Supply Chains

Foresight takes a layered approach to human rights risk

mitigation, while acknowledging that no approach can fully

eliminate the risk due to the complexity and length of supply

chains. Ethixbase is the primary platform used within our

Infrastructure division, enabling counterparties and suppliers

to be assessed against a comprehensive list of more than

800global enforcement, sanctions and watchlists.

In 2022, an Ethixbase report for one of Foresight’s solar

suppliers identified accusations of forced labour in the

counterparty’s supply chain. The issue was raised with

Foresight’s Compliance team and the Money Laundering

Reporting Officer (“MLRO”) who, along with the Sustainability

Team, agreed that enhanced monitoring and MLRO approval

would be required for any future engagement with the

counterparty.

Fast forward to the end of 2024, when Foresight entered into

discussions with two potential suppliers for development

stage Battery Energy Storage System (“BESS”) assets in FEIP’s

portfolio. It was highlighted that one of the suppliers was a

subsidiary of the counterparty flagged previously for forced

labour accusations.

A subsequent meeting between the Sustainability team,

Compliance team and FEIP’s Key Executives led to the

decision to require the potential counterparty to provide

product-specific traceability and audit documentation and

tosign Foresight’s Supplier Code of Conduct, which would in

turn commit the counterparty to complying with Foresight’s

requirements.

Foresight’s robust process will ensure that the counterparty

continues to be closely monitored, and any new risk alerts

highlighted by Ethixbase or other channels will be addressed

promptly. Foresight is additionallyconsidering using a

specialist third party to conduct anin-person audit, should

itbe deemed necessary.

Supporting documents

To ensure transparency and adherence to our sustainability

commitments, we have several key documents that outline

our policies and standards:

ș Sustainable Sourcing Policy

ș Human Rights Policy

ș Modern Slavery Statement

ș Supplier Code of Conduct (Infrastructure only)

Private Equity: creating jobs

Foresight’s Private Equity division invests in small, growing

businesses. As the backbone of UK Plc, SME businesses are

not only vital to a healthy economy, they are also the provider

of the majority of UK employment, accounting for 60% of all

jobs in the private sector

2

. With investment from Foresight,

coupled with our expertise, these companies demonstrate

more resilience and innovation and are more efficient and

agile, generating a positive outcome over the long term.

This leads to growth and job creation. By helping small

business owners with their growth ambitions, Foresight has

supported the creation of c.2,000 jobs between December

2015 and December 2024 through its regional fund series

alone. Moreover, we recognise that every employee at our

portfolio companies is a strategic asset and we work with

our management teams to foster inclusive and engaged

workplaces.

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Our material impacts, risks and opportunities

Affected communities and specifically communities’

economic, social and cultural rights and rights of indigenous

people have been assessed as material matters in the

double materiality assessment. This is mainly because

the Infrastructure division’s assets in renewable energy,

sustainable land and food, medical property and forestry

sectors may impact surrounding communities positively or

negatively. Potential positive impacts are economic benefits

through creating jobs and potential negatives are risks to the

life quality and social fabric of the communities involved,

e.g. by restricting access to land. Additionally, rights of

indigenous peoples may be impacted by infrastructure assets

in Scandinavian countries, Canada and Australia.

Workers in the

value chain:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Communities’

economic,

social and

cultural rights

Yes Risk and

opportunity

Rights of

indigenous

communities

Yes

Neither

Policies related to affected communities

At Foresight, we are dedicated to respecting human rights and

to seeking ways to engage with the communities we impact.

This mindset is detailed in our updated Sustainability Policy

and Human Rights Policy. Further details of these can be

found under Policies in the Sustainability Governance section.

Processes for engaging with affected communities

about impacts

At Foresight, we are committed to mitigating any local impact

with our local contribution. This is most material within

Foresight’s infrastructure projects, which have the potential

to impact local communities’ economic, social and cultural

rights. While our projects in renewable energy and natural

resources can bring economic benefits such as job creation

and local economic dynamism, they could also pose risks

to the quality of life and social fabric of the communities

involved, e.g. by restricting access to land, changes of

scenery or disturbances from construction and traffic.

A key mitigation method is to engage with the local

community, which varies depending on the fund, legislation

and asset type in question. Demonstrated by the following

examples within FSFC, FSFL and FGEN:

ș In June 2024, the Glaisters Bridge Community Woodland

site near Corsock marked a key milestone with the

creation of new pathways and the planting of 250 trees.

This initiative is part of a 20-year lease agreement

between Foresight Group and the Upper Urr Environment

Trust (“UUET”) in an initiative, thought to be the first

of its kind which includes the community in woodland

management. It sets a precedent for demonstrating how

local involvement, sustainable forestry and biodiversity

enhancement can coexist. A good practice guide for

Engagement with Local People and Communities in

Woodland Creation Proposals was launched at the

siteinOctober 2024

ș Within FSFL, across geographies, in 2024, Foresight

Solar contributed almost £300,000 to local communities.

Thismoney is used in myriad ways by regional

authorities to improve the lives of residents near the

Company’s operational sites. During the year, these

contributions wereinvested in infrastructure to combat

speeding, enhance local infrastructure, e.g. bus shelters

or community centres, acquire equipment for new

playgrounds and foremergency care, among others

ș FGEN contributed almost £600,000 to their local

communities. This includes projects, on most sites within

the portfolio, that focus on educational school visits,

sponsoring local sports teams, seed swaps and other

biodiversity-related projects and renovations to local

infrastructure such as playgrounds and much more

Foresight considers it essential to mitigate the risks to

affected communities, to make sure our projects operate

responsibly and to have good relationships with the

communities in which we operate. We believe this will in

turn generate a better project development and business

performance for our assets and thus is an opportunity for us

to support local communities and our assets’ development

simultaneously. The risk and opportunities identified within

affected communities are relevant in the short, medium and

long term.

The Infrastructure division’s operational management system

(Sennen) facilitates real-time tracking of events that might

impact local communities. This includes health and safety

incidents, community engagement activities, complaints,

environmental events (both positive and negative) and media

coverage. The categories of operational monitoring within

Sennen are also used to capture similar information from

across the value chain, whenever possible.

Affected communities

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Affected communities

Processes for engaging with affected communities

about impacts

As part of FCM’s due diligence and ongoing monitoring, we

identify and assess controversies within companies, such as

issues with affected communities. During due diligence, any

findings are integrated into the investment decision process.

Post investment, companies are regularly monitored for both

existing and new controversies, supported by analysts and

third-party providers, such as Sustainalytics.

If a controversy arises, it is investigated and may lead

to engagement and/or escalation, following the process

detailed in FCM’s Stewardship Report. Escalation involves

direct dialogue with management or the Board, voting on

resolutions, collaborating with other investors, or divestment

if necessary. We maintain strong relationships with portfolio

companies, which are generally open to engagement.

By proactively identifying and managing these risks,

Foresightensures that its investments contribute positively

to local communities while minimising potential negative

impacts. This focus on responsible investment not only

benefits communities but also helps usmitigate risks and

build trust with our Stakeholders.

Remedy of negative impacts and channels to

raiseconcerns

Across the Infrastructure portfolio, the intent is to proactively

connect with communities and to engage them in open

dialogue regarding any issues and affected areas. These

engagements can be focused on the use of proceeds

generated from the community benefit funding agreements

in place for the local communities. In other cases, it may

bea discussion with community members onthedesign

and management of a natural capital asset, suchas anewly

planted forest.

Open dialogue with any affected community is always

welcomed and, from a procedural perspective, is conducted

on an as-needed basis. However, with certain sectors

(e.g. afforestation), a more targeted approach to proactive

community engagement prior to finalising planting plans is

anessential part of maintaining Foresight’s social licence

withthe local communities.

Where a negative impact is perceived, in the first instance

it will most often be reported to the network of service

providers and management teams that are responsible for

day-to-day management of Foresight’s infrastructure assets.

This will then be passed through to the Portfolio Management

team, who will be responsible for logging, tracking and

managing any such impacts. As highlighted, engagement

with affected parties will be critical to understanding the

nature and extent of the perceived impact. Where solutions

or remediations are required, these will be decided on in

collaboration with the affected community. Such remediations

may include concessionary access rights during certain

phases of operation, site boundary or design amendments

orenhanced community benefits payments.

Given the large scale of some infrastructure and real assets

projects and their proximity to local communities, akey focus

is to always ensure relevant contact information isreadily

available to those that require it, so that any concerns can be

raised with the appropriate parties and ultimately addressed.

The aspiration is to bring greater automation into this process

to improve the flow of communication and enhance the

speed at which any raised issues can be responded to and,

ultimately, resolved.

Targets related to affected communities

Foresight maintains regular engagement with communities

across the Group. However, it currently does not have metrics

and targets for communities. The Group is committed to

continuously enhancing its approach to community involvement.

Members of the local community at the opening ceremony of

Skaftåsen Wind Farm, Sweden, Part of Foresight’s portfolio

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Financial Statements

Additional Information

Social

Our material impacts, risks and opportunities

Information related impacts for clients, customers

and/ orend-users as well as social inclusion of consumers

and/ or end-users have been identified as material to

Foresight Group.

Consumers &

end-users:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Information-

related impacts

for consumers

and/or

end-users

Yes Risk

Social inclusion

of consumers

and/or

end-users

Yes

Risk

Risks

At Foresight, we are committed to providing clear, fair and

not misleading information to our investors. We recognise the

importance of transparency in building trust and mitigating

the risks related to information, for example misleading

customers or greenwashing and related to social inclusion,

for example making information accessible for all customer

age groups.

Policies related to consumers and end-users

Foresight Group’s Sustainability Policy sets out our high-level

approach to managing sustainability matters related to

clients, customers and end-users.

Further details on these can be found under Policies in the

Sustainability Governance section. In addition, other policies

currently under development, such as the Social Media

Policy, reflect some of these issues.

Processes for engaging with consumers and end-users

about impacts

Foresight Group engages with its clients, consumers and

end-users through multiple channels, including the financial

advisers, as well as online and printed prospectuses and

fund materials available on our website. As part of this

engagement through the Marketing & Communications Team

is committed to ensuring that all information provided to our

customers, whether to financial advisers, customers orthe

broader public is clear, fair and not misleading. We recognise

the importance of transparency, particularly in relation to

the environmental and financial impacts of our products and

services.

Processes to remediate negative impacts and channels

for consumers and end-users to raise concerns

Where possible Foresight Group will make appropriate efforts

to remediate negative impacts on clients, customers and

end-users, dependent on its level of operational control over

an investment, or the relationship where the impact has been

identified.

Actions on material impacts, risks and opportunities

During the reporting period, we took the following actions to

minimise the risk of misleading our customers and improve

accessibility.

Clear communication

ș Provided clear, balanced and accessible disclosures

about the risks and potential returns associated with our

investment products which are bespoke for each product.

This applies to our online and printed prospectuses, and

fund material, all available via our website.

ș Dedicated product landing pages and comprehensive

investor guides on the website are designed to provide

clear, accessible information for advisers and clients,

helping them understand each product’s features,

benefitsand associated risks.

Knowledge sharing

Foresight provides training to teams across the business.

Thistraining increases awareness of and highlights good

practice with respect to sustainability claims, though the

recommendations are not binding on the decisions of the

investment teams. “Sustainability Claims” training sessions

began in March 2025 with tailored sessions delivered to

Foresight London’s Marketing team andto Foresight’s

Australia office.

Additional training was delivered to staff within Foresight’s

Private Equity division, Investor Relations and Retail teams

post year end in April2025.

Consumers and end‑users

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Consumers and end‑users

| Actions on material impacts, risks and opportunities

Compliance processes

This work included embedding a new anti-greenwashing

review process. Anti-greenwashing reviews, conducted by

the Group Sustainability function, have been embedded

as a key stage to the financial promotions review process.

If a document includes sustainability claims, this must first

be reviewed by the Group Sustainability function from an

anti-greenwashing perspective. Furthermore, if the document

also requires compliance approval as a financial promotion,

the Compliance function will only grant approval once the

Group Sustainability function has completed its review.

Accessibility

Our marketing strategy is underpinned by principles of

responsibility, inclusion and respect for all customer groups.

In recognising that many end clients, particularly within our

consumer and financial adviser-focused funds are often

post-retirement age, we take deliberate steps to ensure

our messaging is appropriate and accessible. The following

outlines how we market responsibly to these audiences:

ș Responsible marketing practices are used, including using

a variety of accessible and inclusive imagery across all of

our financial literature

ș Ensuring font size on our literature is legible and created to

meet AA accessibility standard across our digital literature

ș We include subtitles on all video content related to fund

literature and Foresight Group communications to ensure

accessibility and clarity for all audiences

ș Production and publishing to all staff of our

anti-greenwashing companion guide

Targets

Foresight is continually working onimproving customer

experience.

FCM: Stewardship reporting

FCM released its inaugural Stewardship Report, marking a

further major milestone in our commitment to responsible

investing. This report is built upon two years of solid

progress, includingthe creation of a formal stewardship

framework, the full onboarding of proxy voting and

governance services, and the adoption of new engagement

software that enables us to track and manage activities

across multiple companies and funds effectively. A robust

stewardship process is now mandatory for funds seeking the

SDR sustainability label. Weare committed to implementing

the UK’s SDR requirements in our FCM division, aligning our

funds with sustainability objectives. Four of FCM’s Funds

have SDR Focus label, Foresight UK Infrastructure Income

Fund, Foresight Global Real Infrastructure Fund, Foresight

Sustainable Real Estate Securities Fund and Foresight

Sustainable Future Themes Fund and one SDR Impact label,

FP WHEB Sustainability Impact Fund.

Frontier Forum 2024

At this year’s sustainability forum “Frontier Connect”, leaders

from government, finance and science came together at

TheEden Projectto tackle a pressing question:

“How do we mobilise capital at scale into sustainable

infrastructure and nature by 2030?”

Across two days of keynote speeches, think tanks and pitch

presentations,

industry leaders collaborated on developing

strategies to meet the challenge of mobilising capital at

scale. Key priorities identified to drive a green, competitive

and inclusive economy included tackling the complexities of

the energy transition, adopting systems-based thinking and

creating cross-sector collaboration between environment,

science, government andfinance sectors. Experts stressed

the need for investment in areas beyond wind and solar,

such as long-duration energy storage and interconnectors.

Sessions also highlighted the tension between long-term,

future-focused investment goals and short-term investor

expectations. Discussions on regulatory and policy

advancements underscored the urgency of creating

frameworks that can accelerate capital mobilisation.

Watch the roundup films to find out more.

Read more about the Frontier Forum 2024 here.

107

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Governance

Our material impacts, risks and opportunities

The double materiality analysis concluded that business

conduct and its sub-topics of corporate culture, bribery and

corruption and protection of whistleblowers are material

forthe Foresight Group.

Business conduct:

Sub-topic

Material

impact

Positive or

negative

Risk or

opportunity

Corporate

culture

Yes Risk and

opportunity

Protection of

whistle-blowers

Yes

Risk and

opportunity

Corruption and

bribery

Yes

Risk and

opportunity

Corporate culture

Foresight Group’s corporate culture is deeply intertwined

with its sustainability and governance efforts, reflecting a

commitment to creating a positive impact on both people

and the planet. Our Company’s evolved values – Ambition,

Integrity, Impact and Collective Success serve as the

foundation for our corporate culture, guiding employees

intheir daily actions and long-term goals.

Ambition at Foresight Group is about investing in our

employees and aiming high together, building a successful

and sustainable business, and growing our entrepreneurial

culture. This ambition drives us to continuously innovate and

strive for excellence, ensuring thatsustainability underpins

our business practices.

Integrity involves being wholly invested in all commitments,

building relationships with honesty and transparency,

and growing professionally and responsibly. This value

ensures that our governance practices are ethical and

transparent, fostering trust with Stakeholders and promoting

sustainablegrowth.

Impact focuses on contributing to people and the planet,

building a sustainable future, and achieving positive growth

for everyone. Our sustainability initiatives are designed

to create meaningful change, from reducing our impact

on biodiversity and ecosystems to supporting community

engagement programmes.

Collective Success emphasises being invested in each

other’s successes, building an accessible, approachable,

collaborative and respectful culture, and growing together.

This value highlights the importance of employee investment,

fostering a positive work environment where everyone can

thrive and contribute to the Company’s sustainability goals.

Our DE&I strategy, THRIVE, further supports our corporate

culture by actively cultivating a diverse, equitable and

inclusive environment, ensuring equal treatment and

opportunities for all. This strategy empowers colleagues,

drives innovation and builds a better future for us as a

company and for the communities we serve.

Bribery and corruption

Group-level strategy

The cornerstone of Foresight’s mitigation strategy against

bribery and corruption is our comprehensive Anti-Bribery

and Corruption Policy, which sets the approach at the Group

level. This policy is based on expectations set for regulated

firms and sets the tone. It applies to all Foresight entities

Worldwide, ensuring consistency across the Group while

adhering tostricter local regulations where applicable.

The risks identified at the Group level filter into the individual

investment divisions and the portfolio companies and assets

that we manage. Each jurisdiction has built risk assessment

that includes anti-bribery and corruption measures. Where

the risk is assessed as high, more enhanced monitoring is

instituted. Tomitigate risks related to bribery and corruption,

Foresight equips its staff with regular anti-bribery and

corruption training, ensuring that the workforce isaware of

the relevant policies and procedures. Furthermore, regulated

firms within the Group have implemented risk-based

compliance monitoringprogrammes.

Foresight fosters a culture of transparency through its

reporting practices. Foresight Group LLP receives periodic

reports on both bribery and corruption risks and the

outcomes of compliance monitoring efforts. Overseas

subsidiaries follow a similar model, reporting to designated

compliance officers and local governing bodies. This focus

on risk assessment, staff training, compliance monitoring

and transparent reporting demonstrates Foresight Group’s

commitment to preventing bribery and corruption within its

business operations. By proactively addressing these risks,

Foresight safeguards its reputation, protects its investments,

and contributes to a more ethical and sustainable business

environment.

Business conduct

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Business conduct

Bribery and corruption

Jurisdictions and investment divisions

Foresight understands the significant risks that bribery and

corruption pose to our organisation and investments. Such

illegal activities could result in a series of negative outcomes,

fines and potentially expensive litigation. To mitigate these

risks, we regularly assess the risks associated with our

investments, considering factors such as the size and

structure, the nature and scale of their activities and their

riskprofiles, especially any involving public officials.

In our pre-investment processes, we incorporate anti-bribery

and corruption considerations to identify companies with

higher risk profiles. Incidents of corruption or bribery

could severely damage our reputation, eroding investor

confidence and potentially lead to a decline in share price,

hindering future fundraising efforts, and jeopardising our

ability to attract and retain top talent. This risk is relevant

in the short, medium and long term. To address this risk,

our investment divisions require portfolio companies to

implement essential policies within six months. These policies

cover the environment, anti-bribery and corruption, and

diversity and inclusion. Our annual assessments then evaluate

the presence and effectiveness of such policies, ensuring

adherence to high ethical standards. This not only safeguards

our portfolio companies and assets but also promotes

responsible business conduct.

Ultimately, bribery and corruption could negatively affect

the profitability and value of our assets. Decreases in the

Net Asset Value (“NAV”) of our funds could directly impact

our funds’ revenue streams and potentially impact returns

generated for investors. To mitigate this risk, wegather

corruption and bribery risk data from various sources,

including company policies, Bloomberg data andassessments

of alignment with the UN Global Compact principles,

specifically those related to anti-bribery. This comprehensive

data is then integrated into our investment divisions’ risk

management processes, allowing for proactive mitigation

and safeguarding of the portfolio against adverse events.

Protection of whistleblowers

Whistleblowing

Foresight prioritises conducting business with the highest

ethical standards. Our Whistleblowing policy ensures a safe

and transparent method for reporting suspected misconduct.

The Company encourages all staff to promptly report any

potential wrongdoing. Foresight Group Risk oversees the

process, with regional teams adhering to their respective

jurisdictional policies and compliance requirements. A

Key Risk Indicator (“KRI”) dashboard tracks whistleblower

incidents for ongoing monitoring and improvement. This risk

isrelevant in the short, medium and long term.

Our staff have multiple channels for reporting concerns,

including their line manager, the Compliance Officer and/or

the Group Finance Director. The policy also provides external

reporting options for those uncomfortable with internal

reporting channels. These external organisations include

whistleblowing charity Protect, the Serious Fraud Office and

the Financial Conduct Authority in the UK. The policy aims to:

ș Encourage openness and confirm that we will support

whistleblowers who raise genuine concerns under this

policy, even if they turn out to be mistaken

ș Provide an internal mechanism for reporting, investigating

and remedying any wrongdoing in the workplace

ș Convey the seriousness and importance that we attach to

identifying and remedying wrongdoing

ș Confirm that concerns will be taken seriously, investigated

appropriately and that the whistleblower’s confidentiality

will be protected wherever possible

ș Reassure employees that they can raise a genuine concern

if they believe disclosure is in the public interest

The policy encompasses a broad range of potential issues,

such as bribery, fraud, miscarriages of justice, health and

safety risks, environmental damage, and breaches of legal or

regulatory obligations. The Whistleblowing policy applies to

all Foresight Group entities, including subsidiaries worldwide.

It serves as a minimum standard, and local regulations may

impose stricter requirements. In such cases, local regulations

should take precedence.

Foresight Group has zero tolerance for retaliation against

whistleblowers who raise concerns. The policy outlines

robust procedures to ensure the legal protection of

whistleblowers throughout the reporting process. Regular

training equips staff with knowledge of the Whistleblowing

policy as well as reporting procedures.

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Additional Information

Sustainability strategy

Foresight has reviewed its sustainability strategy and set the

following priorities designed to enhance our resilient and

responsible business model:

1. Establish Key Sustainability Risk Indicators across

Foresight Group to supplement our existing reporting

2. Create a Sustainability Accountability Framework within

the Group Sustainability Strategy

3. Enhance our process for regulatory horizon scanning to

further build resilience across Foresight Group

4. Reinforce our commitment to DE&I by further embedding

inclusive practices into our business operations

5. Further develop and refine our approach to proactive

management of climate and nature-related issues

Building on the progress we have made over the past

year, our goals for the year ahead will continue to shape

our actions and decisions, reinforcing our commitment

to responsible investment and sustainable growth. By

advancing key themes across our operations, we aim to

further embed resilience and sustainability into our business

model, helping us to remain adaptive to emerging challenges

andopportunities.

This ongoing evolution reflects our belief that long-term

success is rooted in continuous improvement and

accountability. As we continue to align with global standards

and to meet Stakeholder expectations, we are committed

to maximising our positive impact – both environmentally

and socially – while upholding the principles of responsible

business conduct.

The opening ceremony of Skaftåsen Wind

Farm, Sweden, Part of Foresight’s portfolio

FY26 goals for the strategy

110

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Introduction

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Financial Statements

Additional Information

Indices

ISSB index

Disclosure category Sub-category Disclosure covered Section in the report Comments

Governance

To understand the governance

processes, controls and procedures

an entity uses to monitor, manage and

oversee sustainability-related risks and

opportunities.

— IFRS S1: 27 a) – b)

IFRS S2: 6 a) – b)

Sustainability Governance Environment/TCFD Report –

Governance

—

Strategy

To understand an entity’s strategy for

managing sustainability-related risks and

opportunities.

Sustainability-related risks

and opportunities

IFRS S1: 30 a) – c)

IFRS S2: 10 a) – d)

Sustainability Strategy, Business Model and Value Chain

Climate change – Strategy

Nature, pollution, water and the circular economy

Own workforce

Workers in the value chain

Affected communities

Consumers and end-users

Business conduct

Definition of short, medium and long

term used:

Short term: 1 fiscal year

Medium term: 1-3 years

Long term: more than 3 years

This is aligned with Foresight Group’s

ERM.

Business model and value chain IFRS S1: 32 a) – b)

IFRS S2: 13 a) – b)

Sustainability Strategy, Business Model and Value Chain Climate change:

Climate transition plan, climate targets

and resource allocation for related

activities are not in place. Foresight

Group has not yet set carbon reduction

or net zero targets at the Group level,

but continues to evaluate the feasibility

and timing of such commitments. Work

on climate targets has commenced at

the fund level, with FGEN becoming the

first fund to voluntarily set a net zero

emissions target in FY25.

Additionally, see the section

“Sustainability at Foresight” for the

overall steps planned to be taken in the

upcoming year to manage Foresight’s

material risks and opportunities.

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Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Indices

ISSB index

Disclosure category Sub-category Disclosure covered Section in the report Comments

Strategy

To understand an entity’s strategy for

managing sustainability-related risks

andopportunities.

Strategy and decision making IFRS S1: 33 a) – c)

IFRS S2: 14 a) – c)

Sustainability Strategy, Business Model and Value Chain

Climate change – Strategy

Nature, pollution, water and the circular economy

Own workforce

Workers in the value chain

Affected communities

Consumers and end-users

Business conduct

—

Financial position, financial

performance and cash flows

IFRS S1: 35 a) – d)

40 a) – c)

IFRS S2: 16 a) – d)

21 a) – c)

Climate risk management The financially material sustainability

topics have now been integrated into

the Group ERM platform. Additionally,

the Risk function has enhanced its set of

Key Risk Indicators for the Risk Appetite

Statement to monitor our progress

toward our sustainability objectives.

Additionally, within the Infrastructure

division the standardised approach for

climate risk assessment and analysis

is conducted using the Climanomics

platform. However, further work is

required to quantify certain qualitative

impacts and long-term sustainability

outcomes.

Resilience IFRS S1: 41

IFRS S2: 22 a) – b)

Sustainability Strategy, Business Model and Value Chain

Climate change – Strategy

Nature, pollution, water and the circular economy

Own workforce

Workers in the value chain

Affected communities

Consumers and end-users

Business conduct

For climate change: Foresight undertook

quantitative scenario analysis for its

Infrastructure and FCM portfolios, and

qualitative scenario analysis for a subset

of the Private Equity portfolio in FY25,

as part of its assessment of climate

resilience.

112

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Introduction

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Governance

Financial Statements

Additional Information

Indices

ISSB index

Disclosure category Sub-category Disclosure covered Section in the report Comments

Risk management

To understand an entity’s processes

to identify, assess, prioritise and

monitor sustainability-related risks and

opportunities, including whether and

how those processes are integrated

into and inform the entity’s overall risk

management process and to assess the

entity’s overall risk profile and its overall

risk management process.

— IFRS S1: 44 a) – c)

IFRS S2: 25 a) – c)

Sustainability Strategy, Business Model and Value Chain

Climate risk management

—

Metrics and targets

To understand an entity’s performance in

relation to its sustainability-related risks

and opportunities, including progress

towards any targets the entity has set,

and any targets it is required to meet by

law or regulation.

Metrics IFRS S1: 46 a) – b)

49

IFRS S2: 28 a) – c)

29 a) – g)

Climate change – Metrics and targets

Nature, pollution, water and the circular economy

Own workforce

Workers in the value chain

Affected communities

Consumers and end-users

Business conduct

Source for metrics reported in the

sections:

ș IFRS S2

ș SASB standards for asset managers

ș Principal Adverse Impact (“PAI”)

Indicators (EU Sustainable Finance

Disclosure Requirements)

ș European Sustainability Reporting

Standards

ș FCA diversity and inclusion

consultation paper

No internal carbon pricing is currently

in place.

Targets IFRS S1: 51 a) – g)

IFRS S2 33 a) – h)

34 a) – d)

36 a) – e)

Own workforce Own workforce: Currently, targets are

in place only for own workforce related

KPIs. The target KPIs are gender split

among employees, % senior female

employees and gender pay gap.

Climate change: See TCFD index.

113

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Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Governance

Building a successful,

resilient business.

115 Executive Chairman’s introduction

117 Board of Directors

119 Corporate governance

130 Nomination Committee report

132 Audit & Risk Committee report

140 Remuneration Committee report

150 Directors’ report

Members of the Foresight team

114

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I am delighted to introduce Foresight Group’s (the “Group”)

Corporate Governance Report on behalf of the Board for

theyear ended 31 March 2025.

We are committed to conducting our business responsibly

and maintaining high standards of corporate governance

and to this end, I have highlighted below aspects of the

governance work undertaken during the year.

I specifically mentioned sustainability last year, noting that

we had undertaken a double materiality assessment (“DMA”).

We considered that to be important for the longevity of our

business through the development and enhancement of our

sustainability related governance processes in response

to stakeholder feedback as well as ensuring preparedness

for upcoming regulations. The DMA highlighted a number

of material matters, which have helped form our strategic

approach going forward. The Sustainability Team, in

collaboration with our other business functions, is managing

those matters with progress reported to the Board. An update

on what we have done can be found in our Sustainability

Section on pages 56 to 113.

Stakeholder engagement continues to be a priority for the

Board and Senior Management, and details of our focus

and the outcomes from the actions we have taken during

the year can be found in the Stakeholders section on pages

48 to 53. Asregards the Shareholders who voted against

resolutions 8 and 16 at the 2024 AGM, having engaged with

them previously, no further engagement was sought this year

as we understood their voting policies. However, as regards

resolution 16, we trust that the execution of our buyback

programmes and the resulting benefit to all Shareholders will

also help demonstrate the importance of gaining approval for

the Rule 9 waiver, without which, we would be unable to buy

back shares.

We invite any Shareholder to contact us via the Company

Secretary should they wish to discuss the Rule 9 waiver

further or if they wish to provide feedback on any

othermatter.

Our people are key stakeholders, and we continue to invest

in their development and seek their feedback. Our various

people related initiatives continue to receive the full support

of the Board, with Alison Hutchinson, our Senior Independent

Director, continuing to chair our Employee Forum and act as

Employee Workplace Representative. The results of our 2025

employee survey were very positive overall, providing great

insight into what we do well and what we can improve on.

Asregards the latter, we will work with our Head of People

toaddress those areas we need to improve on. More details

of the survey results can be found on pages 95 and 96.

Compliance with the UK’s Corporate Governance Code

(the“Code”) is also a key area for the Board, supported by

the Company Secretary. I confirm that aside the exceptions

noted on page 116, the Board has complied with the

requirements of the Code throughout FY25 and remains

committed to doing so. As regards the establishment of an

internal audit function, preparations were made during FY25

that will enable recruitment to take place in FY26.

Lastly, to the Board. During the year, the first external

Board Performance Review (“BPR”) was undertaken. Round

Governance was selected to carry out the review, with whom

the Board and selected members of our senior management

team fully engaged. The Board considered the process to

be insightful, with the resulting report providing great insight

into the views of all who took part. The report highlighted no

material concerns and all recommendations made by Round

Governance were accepted and will be actioned during FY26.

Details of the BPR process and results can be found on pages

126 and 127.

“ …corporate governance is the

foundation of a successful

business in a competitive

andregulated arena.”

Bernard Fairman

Executive Chairman

Executive Chairman’s

introduction

115

Foresight Group Holdings Limited

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Introduction

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Additional Information

Succession planning has been a key focus of the Board and

was highlighted in the BPR report and recommendations.

It has remained under active review by the Nomination

Committee. As outlined in its report (pages 130 and 131), the

process to manage Geoffrey Gavey’s planned retirement has

been progressing with careful consideration and oversight.

In parallel, the Board has also considered feedback regarding

the need for greater clarity between the roles of the two

Executive Board Members. Following thoughtful deliberation,

I am pleased to confirm that Gary Fraser has been appointed

as Chief Executive Officer. This appointment represents a

significant milestone in Foresight’s leadership evolution and

reflects the Board’s strong confidence in Gary’s ability to lead

the business through its next phase of growth. I will continue

in my role as Executive Chairman and Founder, leading the

company’s strategic direction.

I trust that this Governance section of the Annual Report

2025 illustrates our commitment and reflects our belief

that corporate governance is the foundation of a successful

business in a competitive and regulated arena.

I look forward to reporting to you on our progress in the next

Annual Report.

Bernard Fairman

Executive Chairman

25 June 2025

Our compliance with the Code

With the exception of the areas of non-compliance noted

below, the Company has applied the principles and complied

in full with the provisions of the UK Corporate Governance

Code (the “Code”) during the year:

Provision Explanation

9 & 19 The Code recommends that the role of chairman and

chief executive officer should not be exercised by the

same individual. Since Admission, Bernard Fairman,

who co-founded the Group in 1984, has exercised the

role of Executive Chairman, combining those two roles.

Since listing, the Nomination Committee has

independently considered the role as part of

itsreview of the Company’s succession planning.

It was also considered under the external Board

Performance Review (“BPR”), undertaken by Round

Governance, the results of which were discussed

with the Board. Supported by the BPR findings, the

Committee considers that Bernard Fairman continues

to provide stability and continuity through his detailed

understanding of the Group’s operations, both past

and present, and the markets in which it operates.

Also, while the Committee remains of the belief that

in undertaking the role, Bernard Fairman does meet

the interests of the Shareholders through his proven

leadership qualities and significant experience to

ensure the Company’s ongoing commercial success,

as noted in this Governance section, the Company’s

short-term succession planning will be amended to

acknowledge the need to split the roles.

Additionally, to ensure sufficient Board

independence,certain additional duties are

undertaken by the Senior Independent Director.

These are set out in the document “Division of

Responsibilities between the Executive Director

andthe Senior Independent Director”.

26 During the year, progress was made on the

establishment of an internal audit function at Group

level and recruitment will commence in FY26.

Examples of how the Company has complied with the Code

can be found in the pages listed below:

Board Leadership and Company Purpose Pages

ș Effective and entrepreneurial board 116 to 118 and

126 and 127

ș Company’s value, purpose and strategy IFC

ș Risk management 36 to 46

ș Stakeholder engagement 48 to 53

ș Workforce policies (remuneration) 140 to 149

Division of Responsibilities

ș Responsibilities of the Chair and the SID

1

121

ș Executive versus Non-Executive Directors 121

ș Time commitment 124

ș Board effectiveness and efficiency 126 and 127

Composition, Succession and Evaluation

ș Appointments and succession 130

ș Skillset, knowledge and experience 117 and 118

ș Evaluation 126 and 127

Audit, Risk and Internal Control

ș Independence and effectiveness of audit

functions and integrity of the financial

statements

132 to 139

ș Fair, balanced and understandable

assessment of the Company’s position

andprospects

132 to 139

ș Risks and internal controls 132 to 139

Remuneration

ș Remuneration policies and practices 140 to 149

ș Formal and transparent procedure

for executive and senior management

remuneration policies

140 to 149

ș Exercise independent judgement

anddiscretion

140 to 149

Executive Chairman’s introduction

1. The responsibilities of the Executive Chair and SID are detailed in the document

“Division of Responsibilities between the Executive Chair and the Senior

Independent Director”.

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Bernard Fairman

Executive Chairman

Appointed

24 February 2010

Background

After leaving 3i Ventures where he was responsible for sourcing,

evaluating and negotiating investments, Bernard co-founded

ForesightGroup in 1984 to raise a new fund for investment in

unquoted technology companies based in the UK, the United States

and France. He is now Foresight Group’s Executive Chairman with

over 40 years of private equity and infrastructure experience. He is

responsible for the strategic direction and management of the Group,

including its IPO in February 2021. He has achieved this through

organic growth and acquisitions, with the Group attaining one of the

leading positions in the UK small cap private equity and international

infrastructure markets.

Bernard’s extensive experience provides him with a deep

understanding of private equity and infrastructure investments and

great insight into the opportunities for Foresight Group as well as the

challenges that it may face. He is well placed to continue to lead the

Board and develop and drive the Group’s strategy, culture and values.

External directorships

Beau Port Investments Limited.

Gary Fraser

Chief Financial Officer/Chief Operating Officer

Appointed

3 February 2021

Background

Gary joined Foresight in 2004 and is the Chief Finance Officer based

in the London office. He has over 30 years of experience and is

ultimately responsible for Group finance and operations, providing

and facilitating specialist financial input into corporate, portfolio and

investment decisions across the business. He also works closely

with the boards of the various Foresight managed funds, listed and

unlisted, and has been key to various corporate actions, including

mergers and acquisitions, rights issues and restructuring. Gary works

alongside Bernard in relation to strategic planning and business

development, including acquisitions. Gary previously worked at F&C

Asset Management as a company secretary, where he focused on

legal and tax compliance, financial compliance, technical and financial

reporting and corporate finance. He also worked at EY, focusing on

audit and risk assurance, and corporate finance.

Gary’s strategic and decision-making skills are fundamental to his

roles as CFO and COO in driving the Group forward to achieve its

strategic goals. His involvement with the boards of Foresight’s funds

isalso key to their and the Group’s success.

External directorships

Averon Park Limited (a Foresight managed entity).

Alison Hutchinson, CBE

Senior Independent Non-Executive Director

Appointed

3 February 2021

Background

Alison is a highly experienced director, who brings a wealth of

experience and knowledge to the Board gained from her strong

background in both IT and retail financial services. Alison started

her career at IBM and became global director of online financial

services before joining Barclays Bank and then specialist mortgage

provider Kensington Group PLC as managing director and then

group CEO. Shehas a keen interest in people and is our workplace

representative; she also chairs our Employee Forum.

Alison is also CEO of fintech charity The Pennies Foundation (which

she founded in 2009) working with retailers to enable digital giving

and serves as the senior independent non-executive director at DFS

Furniture plc and Yorkshire Building Society.

In 2017, Alison was awarded a CBE for services to the economy

andcharities.

External directorships

DFS Furniture plc.

Board of Directors

Biographies accurate as at the date of publishing.

Audit & Risk Committee

Nomination Committee

Remuneration Committee Market Disclosure Committee

C

Chair

C

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Board of Directors

Geoffrey Gavey

Independent Non-Executive Director

Appointed

31 May 2015

Background

Geoff joined the Foresight Group Board in 2015, pre-IPO, as a

Non-Executive Director. The Board benefits from his experience in the

finance industry as a service provider, including his extensive offshore

regulatory knowledge and experience in risk management.

During the year, Geoff retired as managing director of FNB

International Trustees Limited (“FNB”) and deputy head of banking for

FNB Channel Islands Bank. Additionally, he was formerly a director

of Fairbairn Trust Company Limited, a subsidiary of Old Mutual, and

worked for Lloyds Bank International in both Guernsey and Gibraltar.

External directorships

None.

Michael Liston, OBE

Independent Non-Executive Director

Appointed

3 February 2021

Background

Formerly Chief Executive of the electricity utility Jersey Electricity

plc, Mike is the Non-Executive Chairman of JTC plc and brings to

the Board the benefit of his extensive experience across public and

private sector businesses.

Mike has also held a number of non-executive roles including

Chairman of AIM-listed Renewable Energy Generation Limited and

was formerly Chairman of The Jersey Appointments Commission,

established by the Government of Jersey to ensure probity in senior

public sector appointments. He was elected to the judiciary of the

Royal Court of Jersey in 2012, retiring from this position in 2017.

In 2007, Mike was awarded an OBE for services to the electricity

industry and charity.

External directorships

JTC plc chairman.

C

C

C

Biographies accurate as at the date of publishing.

Audit & Risk Committee

Nomination Committee

Remuneration Committee Market Disclosure Committee

C

Chair

Board skills

In line with the recommendations of the Corporate Governance

Code, the Board has identified the skills, experience and

knowledge (“Skills”) considered appropriate to support and

develop Foresight.

The below skillset chart shows the skills held bythe Board

members as at the year end.

A more detailed skills matrix is maintained internally, which

enables the Nomination Committee to better assess the level

of the Board’s skills and experience, and compare them

to the needs of the Company. It is also used in succession

planning and in recruitment, by seeking to address any skills/

knowledge gaps.

Experience of business growth

and business development

   

Senior leadership

   

Recent and relevant financial experience

   

Strategic capability

   

Risk management experience

   

Knowledge of ESG and

climate change issues

   

Business continuity and

crisis management

   

Cyber/technology

   

Previous/other board experience

   

Industry/Sector

   

People

   

For more information on the Board and its Committees

please scan here.

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Corporate governance

Board Senior Board Positions

1

Group Executive Management

2

Group Employees

3

Nationality

British | 5 | 100%

Gender Ethnicity

Male | 4 | 80% White | 5 | 100%

Female | 1 | 20%

Non-Executive Directors’ tenure

4

3–6 years | 2 | 66.7%

9+ years | 1 | 33.3%

Gender

Male | 248 | 56.9%

Female | 187 | 43.1%

Ethnicity

White British or other white | 262 | 60.1%

Mixed/Multiple Ethnic Groups | 12 | 2.8%

Asian/Asian British | 38 | 8.7%

Black/African/Caribbean/

Black British | 9 | 2.1%

Other ethnic group (including Arab) | 0 | 0%

Not specified/prefer not to say | 114 | 26.4%

Gender Ethnicity

Male | 2 | 66.7% White | 3 | 100%

Female | 1 | 33.3%

Gender Ethnicity

Male | 10 | 76.9% White | 13 | 100%

Female | 3 | 23.1%

1. Our Senior Board Positions are Executive Chair, CFO and SID.

2. Executive Management comprises the Board, Executive Committee and Company Secretary.

3. The additional statistics provided in regard to the Group Employees are intended to illustrate diversity across our Group.

Please also see our People section on pages 95 to 107, which provides more information on the progress being made across the business as regards diversity, equity and inclusion.

4. At 31 March 2025.

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Board and Committee meeting attendance

The chart below shows the total number of Board and

Committee meetings and the attendance by each Director.

Attendance from each of the Board Directors for the meetings

held during the year was as follows:

Bernard Fairman

Board

   

Gary Fraser

Board

    

Alison Hutchinson

Board

    

Audit & Risk

  

Nomination

 

Remuneration

 

Geoffrey Gavey

Board

    

Audit & Risk

   

Nomination

 

Remuneration

  

Mike Liston

Board

    

Audit & Risk

   

Nomination

 

Remuneration

  

Governance framework

Every member of the Board understands their role in

terms of their individual and collective engagement,

providing independent views and challenge, as well

as acting with theirBoard colleagues to secure the

long-term success of theGroup. The division of

responsibilities among the Directors is also key to

achieving the Group’s purpose, strategies, values

andtargets.

Our Group-level governance framework comprises

the Board, the Board Committees and the Executive

Committee, descriptions of which appear below. They

are supported by Senior Management and the various

teams across the Group.

Our approach to corporate governance

It is essential for our long-term success that we develop

andmaintain high standards of corporate governance

acrossthe Group, to enable us to support our business

strategies, operational resilience and growth, as well as

achieving our goals.

The Board has appointed four Committees, as

described below, each of which operates under its

respective Terms of Reference that can be found

on theGroup’s website. TheCommittees and Board

reviewthose Terms of Reference periodically to

ensurethe content remains relevant to the Group’s

business activities, current and future, and make

changes where necessary. Similarly, the Board also

reviewed the Matters Reserved for the Board, which

was updated during the year and is also subject to

periodic review.

Corporate governance

Notes:

ș Bernard Fairman and Gary Fraser are not members of the above Committees,

hence their attendance is not recorded.

ș Bernard Fairman was unable to attend the Board meeting held in November 2024

for due to extenuating personal circumstances. However, his views were conveyed

in the matters discussed.

Board diversity

As has been previously advised, the Board’s diversity

does not currently meet the targets noted in the Financial

Conduct Authority’s Listing Rules. As noted in the Nomination

Committee’s report on pages 130 and 131, a recruitment

process is underway as part of the succession planning

for Geoffrey Gavey. That process will seek to address

thesituation.

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Our approach to corporate governance

With a relatively small Board, and following the appointments of Mike Liston and Geoffrey Gavey to the Market Disclosure Committee during the year, the Non-Executive Directors are each members

ofallother Board Committees, promoting interaction and co-ordination where needed.

The Board also works closely with the Group’s Executive Committee, to which it has granted authority to manage and oversee the Group’s day-to-day business activities.

Board Executive

Chairman

CFO/COO Senior Independent

Non-Executive Director

Non-Executive

Directors

Company

Secretary

ș Collectively responsible for

promoting the long-term,

sustainable success of the

Group, seeking to generate

value for Shareholders while

fulfilling responsibilities to our

Stakeholders. These include:

ș Setting the Group’s

strategic targets

and monitoring the

performance of the

Executive Committee

against those targets

ș Setting the Group’s risk

appetite and ensuring

effective controls are

inplace

ș Monitoring compliance

with corporate governance

principles

ș Upholding the purpose,

culture, values and ethics

of the Group

ș Identifies, develops and

proposes Group strategy,

annual budget, business plans

and commercial objectives to

the Board

ș Oversees the Executive

Committee’s management

ofthe Group and execution

ofGroup strategy

ș Promotes appropriate

standards of governance

across the Group and ensures

compliance with legal and

regulatory responsibilities

ș Ensures timely flow of

accurate and reliable

information within the

Groupand with the Board

ș Promotes the health, safety

and wellbeing of workforce

and workforce engagement

ș Communicates with the

workforce and ensures Board

awareness of staff views

ș Supports the Executive

Chairman in developing

Group strategy, annual

budget, business plans

andcommercial objectives

ș Serves on the Executive

Committee

ș Holds responsibility for

theGroup’s operations

andoperational strategy

viathe Executive Committee

ș Holds responsibility for

Finance, Risk, Compliance,

Governance, People &

Sustainable Culture and

Corporate IR teams

ș Acts as a Non-Executive

Director

ș Acts as intermediary for

other Directors and the

Shareholders to ensure

views are communicated

andunderstood

ș Leads the Board when the

Executive Chairman is absent

ș Is the designated NED for

workforce engagement

ș Ensures effective

communication by the

Groupwith its workforce

andStakeholders

ș Leads on the appraisal of

the Executive Chairman’s

performance and evaluates

the same

ș Contributes to succession

planning of the Executive

Chairman, other Directors

andBoard Committees

ș Monitor the Group’s delivery

of strategy

ș Provide constructive input

to the development of the

Group’s strategy

ș Ensure internal controls are

robust and that an external

audit is carried out

ș Engage with internal and

external Stakeholders,

providing feedback to

theBoard

ș Have a key role in succession

planning for the Board and

Senior Management

ș Serve on the Board

Committees

ș Provides advice and support

to the Board as necessary

ș Ensures timely and accurate

information flows to the Board

ș Ensures compliance with

the Company’s governance

policies and statutory/

regulatory requirements

ș Keeps the Board updated

on changes to applicable

regulation, legislation and

bestpractice standards

ș Tailors and carries out

comprehensive inductions

fornew Directors

ș Provides support to the

Chairman and the other

Directors

ș Supports the Chairman

withthe Board evaluation

Corporate governance

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Corporate governance

Our approach to corporate governance

Board Committees

The Board

Audit & Risk Committee Nomination Committee Remuneration Committee Market Disclosure Committee

The Board defines the Company’s purpose, setting a strategy to deliver it, underpinned

by the values and behaviours that shape its culture and the way it conducts its business.

Responsible for:

ș Assessing the integrity of financial

and non-financial reporting and

monitoring the effectiveness of

internal controls, internal (once

appointed) and external auditors

ș Overseeing the Company’s position

with the respect to the Code and

corporate governance practice

ș Sustainability and climate related

policies, reporting and risk

management

Oversees Board composition

and Board and senior executive

succession.

Reviews the Group remuneration

policy, the structure of Senior

Management remuneration and

determines the remuneration of the

Executive Board members and the

Group’s Executive Committee.

Oversees the disclosure of information

by the Company to meet its

obligations under the UK’s Market

Abuse Regulation.

Please see the Audit & Risk Committee

report on pages 132 to 139

Please see the Nomination Committee

report on pages 130 and 131

Please see the Remuneration Committee

report on pages 140 to 149

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Our approach to corporate governance

Executive Committee

The Executive Committee has been authorised by the Board to undertake the management and oversight of the Group on a day-to-day basis and, in particular, to pursue the Group’s commercial

objectives through the execution and delivery of Group strategy, providing periodic updates to the Board. Both Bernard Fairman and Gary Fraser are members of the Executive Committee.

Theothermembers are as follows:

David Hughes,

Chief Investment Officer

Elizabeth Scorer,

Head of Corporate

Affairs

Dan Wells,

Partner, FEIP

Co-Manager

Ricardo Piñeiro,

Co-Head of

Infrastructure

Chris Holmes,

Co-Head of

Infrastructure

James Livingston,

Co-Head of

PrivateEquity

Matthew Smith,

Co-Head of

PrivateEquity

David joined the Group in

2004 and is the Group’s

Chief Investment Officer.

He is based in the London

office and has over

45years of experience.

He is responsible for the

overall management of the

Foresight Group investment

portfolio, overseeing the

complete investment cycle

from initial investment to

ultimate realisation.

Liz joined the Executive

Committee in November

2024 having joined the

Group in 2021 to lead

the Corporate IR activity

post IPO. Today, Liz

brings a strong Company

wide perspective to the

Committee through her

leadership of the Investor

Relations, Sustainability

and Corporate Strategy

activities. Liz has over

20 years of experience

across energy and financial

services sectors.

Dan joined the Group in

2012 and is co-manager

of the Foresight Energy

Infrastructure Partners fund

series. He has 25 years of

experience of sustainable

infrastructure and real

assets investing in Europe,

Asia and North America.

Ricardo joined Foresight

in 2011 and is the

Co-Head of Infrastructure

and a member of the

Infrastructure Investment

Committee. He is based in

the London office and has

20 years of experience

in fund management,

sustainable infrastructure

investment and financing in

the UK and internationally.

Chris joined Foresight

Group in 2019 and is

Co-Head of Infrastructure

and a member of the

Infrastructure Investment

Committee. He is based

in the London office

and his career spans

over 25 years within

infrastructure investment,

advisory, lending and fund

management in the UK and

Europe.

James joined Foresight

in 2007 and is Co-Head

of Private Equity and

a member of the PE

Investment Committee.

He is based in the London

office and has 20 years

of experience. Working

alongside Matt Smith,

James manages a team that

invests across the spectrum

of Venture Capital, Private

Equity and Private Credit

throughout the UK, Ireland

and beyond.

Matt joined Foresight in

2010 and is Co-Head

of Private Equity and

a member of the PE

Investment Committee.

He is based in the London

office and has 20 years

of experience. Working

alongside James Livingston,

Matt manages a team that

invests across the spectrum

of Venture Capital, Private

Equity and Private Credit

throughout the UK, Ireland

and beyond.

Corporate governance

More information on the members of the Executive Committee can be found on the Company’s website at https://www.foresight.group/about-us/people.

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Our approach to corporate governance

Board independence

Each member of the Board understands their role as an

individual, providing independent views and challenge, as

well as being part of a collective acting with their Board

colleagues to secure the long-term success of the Group.

Thedivision of responsibilities among the Directors is key

tothe Group achieving its purpose, strategies, values and

targets.

The independence of the Non-Executive Directors was

judged as part of the annual evaluation in accordance with

the Code. The Nomination Committee considered that all

were free from any relationship or circumstance that could

affect, or appear to affect, their independent judgement.

The Committee was satisfied that the Non-Executive

Directors could properly fulfil their roles on the Board,

providing constructive challenge to the Board and Executive

Committee. However, it was noted that a succession plan

wasrequired for Geoffrey Gavey, whose tenure was extended

by a period of up to three years in FY24.

Conflicts of interest

The Company Secretary maintains a register of conflicts

of interest. Each Director understands their responsibility

to identify and manage conflicts of interest and to provide

details to the Board and the Company Secretary. The

Directors are reminded of their responsibilities in relation

toconflicts of interest at each Board meeting. The Company

Secretary provides a copy of the register of conflicts of

interest at all full Board meetings so as to ensure the Board

monitors and notes any potential conflicts of interest that

mayhave arisen.

Any Director wishing to take on an additional external

appointment must obtain permission from the Board, which

shall be granted if the additional time commitments will not

interfere with the respective Director’s ability to discharge

their responsibilities to the Company, their independence is

maintained and there are no conflicts of interest arising as a

result of the appointment.

Time commitment

Another consideration for the effective operation of the

Board is for our Directors to have sufficient time to meet

their responsibilities. The Nomination Committee considers

the time commitments of our existing Directors in terms of

any change to the amount of time being spent on Company

matters and also should they wish to take on additional

external appointments. Should the Nomination Committee

consider that any changes are to be made, arecommendation

would be made to the Board.

Professional advice

Subject to complying with the Guidance for Obtaining

Independent Advice, Directors may take independent

professional advice at the Company’s expense in the

furtherance of their duties as Director of the Company.

During the year, no Director sought to do so.

Training and development

The Board and the Group’s Senior Management are

committed to support the continuing development and

training of all the Group’s employees as well as their own.

Asan example, during the year, various training sessions

related to the double materiality assessment were held

across all jurisdictions and all employee grades (including

theBoard).

The Board also receives regular briefings on a range of

strategically important matters to ensure they are informed

ofdevelopments in these areas.

Culture

The Board is responsible for establishing the Group’s cultural

direction and monitoring behavioural patterns and standards

across the Group.

This is achieved via various initiatives including an annual

employee survey, the Employee Forum, the Employee Value

Proposition and other ad hoc initiatives from time to time.

More information on the results of these initiatives can be

found on pages 95 to 100.

Corporate governance

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Additional Information

Our approach to corporate governance

Communication with Shareholders

Communication with Shareholders is important to the Board,

and the Executive Directors have an ongoing dialogue and

a programme of meetings with large/institutional investors

and analysts managed by the Corporate Investor Relations

team. These meetings are normally with both the Executive

Chairman and Chief Financial Officer and can cover a range

of topics that enable them to understand Shareholders’

perspectives, within the constraints of rules around

confidential information. Shareholders’ views are regularly

communicated to the Board through the Board reporting

process and periodic briefings, including from our corporate

brokers and the Corporate Investor Relations team. The

Corporate Investor Relations team and Company Secretary

also engage with proxy voting agents ahead of each AGM.

Corporate governance

Risk management and internal control

The Board is responsible for setting the Group’s risk appetite

and ensuring that there is an appropriate system of risk

governance in place. To discharge this responsibility, the

Board has established frameworks for risk management

and internal controls using a “three lines of defence” risk

governance model.

The Audit & Risk Committee assesses the results of the risk

monitoring undertaken via the risk functions across the

Group, provides periodic risk reporting and also receives

updates on the establishment, development and effective

operation of the risk management controls and processes.

The Group also produces an externally audited ISAE 3402

report annually in the UK. A similar audited report is also

produced annually in Australia.

The Chair of the Audit & Risk Committee regularly attends

at the UK risk committee meetings and at all times the

Committee members have access to the risk management

team and systems to ensure there is sufficient transparency

to assess the Group’s risk management framework.

More information on risk management and the assessment

ofthe same can be found on pages 36 to 46.

Member of the Foresight team

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Thereafter, a plan was produced by the Executive

Directors working with the SID, which categorised the

recommendations into the five areas listed below:

1. Strategy and Board effectiveness

2. Internal controls

3. Combined executive roles

4. Succession planning

5. Board composition

The plan takes on board all twenty-two recommendations

and sets actions against each for completion during FY26.

Priority was assigned to the four actions responding to a red

recommendation by assigning a short timeline for completion.

The remaining 18 recommendations were amber. As there

was a good deal of overlap amongst the recommendations,

itwas decided to address all during FY26.

The actions have been assigned to various members

of Senior Management for completion, and this will be

monitored by the Company Secretary, who will update the

Board until all are complete.

A summary of the actions is noted on the following page.

Board performance review

The effectiveness of the Board is important in ensuring the

Group’s success. The Board undertakes a rigorous evaluation

process each year to assess how it, its individual Directors,

its Committees and the Executive Chairman are performing.

This year, the Board undertook its first external Board

performance review, carried out by Round Governance

Services (“Round Governance”).

The review cycle and process are detailed in the sections

below, together with the actions arising from the 2025

evaluation and the progress made in regard to the

2024actions.

Corporate governance

The process undertaken for the 2025 external Board

performance review carried out by Round Governance

issummarised below and included the following:

ș A targeted questionnaire was completed by all Board

members which served as discussion points at each

interview

ș 1:1 interviews were held with each Board member and

three selected members of Senior Management

ș Review and analysis of a comprehensive suite of Board

and governance documentation

ș Board meeting observation

ș Considering all of the above, Round Governance produced

a comprehensive report, which contained a number of

recommendations ranked on a red, amber, green (“RAG”)

basis (the “Report”)

ș Round Governance presented their report to the Board.

Following discussion, the contents of the Report, including

the recommendations, were accepted

Our Board review cycle

Year 1

1

Year 2 Year 3 Year 4

No review FY23 internal review FY24 internal review FY25 external review

1. As the IPO took place on 4 February 2021, the first evaluation was undertaken in FY23.

It was agreed that the Board would undertake an internal review for the first three full financial years and an external review on

the fourth year. Thereafter, an external review will be undertaken in respect of every third financial year.

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Financial Statements

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Corporate governance

Board performance review

Progress on FY25 actions

Type Aim Actions

Board composition/

succession planning

To have a clear short/longer-term succession plan that would meet the

diversity recommendations under the FCA’s Listing Rules.

This was progressed during FY25 and was also the subject of a recommendation arising from the FY25 external

review (see below FY26 actions).

Board meetings Improve reporting, particularly regarding sustainability, and consider the

need for additional meetings.

All actions have been taken and the Board reporting has been updated.

Monitoring culture To ensure culture is a key Board consideration. Culture is raised and discussed with the Board as a result of feedback from the Employee Forum and the annual

employee survey. However, it will be added to the Board agenda for consideration at least annually.

Audit & Risk Committee To consider the implementation of an internal audit function. In line with the Board’s undertaking to progress this, a plan is in place to recruit internal audit personnel during

the course of FY26. Planning for the role has already commenced.

FY26 actions

Type Aim Actions

Strategy and Board

effectiveness

To ensure:

ș Sufficient time for Board discussions and decision-making

ș To continue to review the information provided to the Board

Actions are to be taken to maximise and/or extend Board meeting times to facilitate more discussion of key

topics, including risk and strategic objectives. This will involve changes to the content and flow of information

tothe Board, consideration of KPIs and improvement in the format of the meeting agendas.

Internal controls To ensure preparedness for the revised 2024 UK Corporate

GovernanceCode.

A plan has been requested by the Board so that progress can be monitored as appropriate.

Succession planning

(The actions summarised

in this section also address

the recommendations

arising re Board

composition and Combined

executive roles.)

Carrying on from FY25, succession planning to be updated and extended

to cover short and longer-term Board composition and measures

regarding the combined executive roles.

The Executive Directors will update the succession planning for the Executive Directors, Non-Executive

Directors and Executive Committee members, for both the short and longer term. The skills matrix is being

updated to assist with the planning, which will seek to ensure diversity requirements are met.

A decision has already been made to recruit an additional Non-Executive Director to sit alongside Geoffrey

Gavey, with a view to replacing him by no later than the end of FY27.

127

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Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Board strategy day

Each year, the Board holds a strategy day to review

the rolling five year plan and receive updates from

the Executive Committee on the performance of

each investment division and other team heads

representing the various support functions. Holding

the strategy day provides numerous benefits, including

fostering a unified vision, facilitating in-depthstrategic

planning and enhancing Board member engagement.

It enables focused discussions on long-term goals,

market opportunities and competitive positioning,

ensuring alignment among Board members and

the Executive Committee. Keytopics for the

main body of discussion include a review of the

current strategic plan, analysis of market trends

and competitive landscape, risk management

strategies, innovation and growth opportunities and

alignment of organisational resources with strategic

priorities. This concentrated effort helps to sharpen

strategic focus and drive organisational success.

Details of the activities undertaken by the Board

in relation to its Stakeholders can be found in the

Stakeholders section on pages 48 to 53.

Corporate governance

Purpose, values and strategy

Sustainability

Financial management and performance

Stakeholder engagement

ș Board meetings/reporting

ș Board strategy and networking days

ș Ad hoc meetings and calls with Senior Management

on key projects and key areas of the business

ș Attendance at employee engagement forums where

strategy is a key value driver

ș Meetings with Senior Management and ad hoc

attendance at meetings of key committees

ș Approval of five year plan considering strategic

growth by organic/internal growth and acquisition

ș Approval of business acquisitions, dividends and

share buybacks

ș Board sustainability champion engagement with

Group Head of Sustainability

ș Board training on sustainability and double

materiality

ș Board reporting

ș Review and approval of the UK Modern Slavery

andHuman Rights Statement

ș Review of double materiality review results and

approval of resulting actions

ș Regular liaison of finance staff with Chair of Audit

&Risk Committee

ș Chair of Audit & Risk Committee meeting

independently with the audit partner throughout

theyear

ș Reports to the Board issued by auditor

ș Board reporting

ș KPI and APM reviews

ș Regular meetings by Executive Directors with key

Shareholders and market analysts

ș Attendance and participation in a variety of industry

bodies to shape the investment management and

related industries

ș Monitoring of customer trends through Board reporting

ș Annual General Meeting

ș Ensuring consideration is given to Stakeholder

impacts within investment process

ș Ensuring retention of Group memberships/signatory

status of sustainability organisations/bodies

ș Contributing to industry consultations supporting

Stakeholder groups

Our Board activities

128

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Corporate governance

People, diversity & inclusion

and sustainable culture

Risk management

Oversight of operational performance

vs strategic targets

Corporate governance and reporting

ș Employee Forum and Employee Value Proposition

ș Employee surveys

ș Succession planning

ș Supporting and promoting workforce initiatives

championing diversity and inclusion

ș Overseeing risk management framework

ș Review, assessment and challenge of Group’s

principal and emerging risks

ș Meetings with Chief Risk Officer and Head of Risk

ș Attendance at Risk Committee meetings

ș Oversight via Board reporting and attendance at

certain team/Committee meetings

ș Challenging the Executive Directors and Executive

Committee on performance vs targets

ș Meeting team heads directly via annual networking

day and presentation at Board meetings, as well as

ad hoc meetings

ș Annual General Meeting

ș Monitoring compliance with the Corporate

Governance Code

ș Ongoing growth and improvement to the

governanceframework, maintaining alignment

withbusiness growth

ș Board evaluation and planning

ș Oversight of global subsidiaries and offices

ș Regular Board meetings and reporting

ș Engagement with external advisers and experts

Our Board activities

Member of the Foresight team

129

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Dear Shareholders,

I am pleased to present the Nomination Committee report

for the year ended 31 March 2025 and wish to thank my

fellow independent Directors who join me in constituting

the Committee, together with Foresight’s management

and external advisers for their support during the year.

Inparticular, I record our appreciation for the rigour with

which Round Governance conducted the first external

reviewof the Board’s effectiveness.

Key responsibilities

The Committee’s key responsibilities include Board

composition, succession, diversity and performance

evaluation.

Succession

Planning

Board succession planning is vital to sustaining strategic

continuity, governance stability and investor confidence,

whilst strengthening Board resilience and development. The

Corporate Governance report on pages 119 to 129 includes

recommendations related to the key roles of Executive Chair,

CEO and CFO. While the blending of these functions between

the Company’s two most senior executives over the last two

decades, has been of great benefit to the company, I am

pleased to advise that Gary Fraser has now been appointed

as Chief Executive Officer. This appointment recognises the

need for greater clarity between their roles and is indicative

of the confidence the Committee has in Gary to lead the

business.

During the year, the historical longevity of Geoffrey Gavey’s

tenure was considered during the Nomination Committee’s

routine review of Director independence.

Whilst the Committee is confident his contribution remains

independent, the Board has effected plans for an additional

Non-Executive Director be appointed during the course of

FY26 in preparation for his retirement by no later than the

end of FY27. A recruitment search is currently underway.

Skillset mapping

To assist in the Board’s succession planning, we have also

reviewed our skillset mapping to ensure we provide for

current and anticipated strategic leadership capabilities

and governance needs of the business. The updated skillset

matrix is shown on page 118.

Board composition

As previously acknowledged, the Board’s composition does

not currently meet the targets of the FCA’s Listing Rules in

respect of Board diversity. This is made more difficult by the

relatively small Board and addressing this non-compliance

will be considered in the recruitment process noted above.

This is in line with the Committee’s commitment to actively

promote diversity and inclusion on the Board and in the

overall workforce through its collaboration with the People &

Sustainable Culture (“PSC”) team to ensure that there are no

cultural or structural barriers for women and/or ethnic and

other underrepresented groups.

Diversity and inclusion

Board

Diversity is a key contributor to the Group’s culture of

innovation and productivity, adding breadth to perspective,

experience and values decision-making. This culture is

embedded within the Group’s policies and approach to

ensure that its staff are treated fairly and respectfully and

have equal opportunities regardless of age, gender, ethnicity

or socioeconomic background.

“ Diversity is a key contributor

to the Group’s culture of

innovation and productivity,

adding breadth to perspective,

experience and values

decision‑making.”

Mike Liston OBE

Chair of the Nomination Committee

Nomination

Committee report

130

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Diversity and inclusion | Board

The Committee’s approach to Board diversity includes the

following undertakings:

ș We aim to ensure Board composition which overall has the

right skillset, knowledge and experience required to deliver

the Group’s strategy and objectives whilst enhancing value

for all its Stakeholders

ș We will promote and support diversity and will ensure

diversity is a key consideration in recruitment

ș We will seek to comply with the rules and requirements

ofour regulators and the industry bodies we engage

with as regards diversity and to fully explain any areas

ofnon-compliance

ș We will review the skillsets, knowledge and experience

of Board members regularly to ensure alignment with the

Company’s purpose, objectives and culture, demonstrating

diversity where possible

As noted above, the current Board does not meet the

diversity targets set out in the Financial Conduct Authority’s

Listing Rules. However, as noted above, the succession

planning for Geoffrey Gavey has commenced and will be

carried out in compliance with the above approach, with a

view to address that situation before the end of FY26.

Workplace

Diversity and inclusion is actively managed and monitored

across the Group by the PSC team, supported by the Group’s

Employee Forum, chaired by our Senior Independent

Director, Alison Hutchinson. At each Board meeting, Alison

provides an update to the Board on matters discussed by

the Forum and the PSC team provides a written report on

employee matters.

Pages 95 to 107 provide details of the work being undertaken

and the initiatives established to promote diversity and

inclusion in the workplace.

Board effectiveness and evaluation

The Board underwent its first external Board Performance

Review during the year. Following a competitive selection

process, Round Governance was appointed with a wide remit

and unfettered access to people throughout the Company,

to assess the Board’s constitution, processes, culture and

behaviours.

The findings of the review were widely debated by the

Board during a comprehensive evaluation in a thorough

and professional manner, by Round Governance’s Chief

Executive and its recommendations were accepted as a

framework for continuous performance improvement. An

outline of the process Round Governance followed for the

Board performance review, as well as a summary of actions

being taken regarding the recommendations, can be found

onpages126 and 127.

Re-election of Directors

In accordance with the Company’s Articles of Incorporation

and the Code, all Board members will retire at the

forthcoming AGM. All the Directors offer themselves for

re-election by Shareholders and the Committee recommends

re-election in each case, noting the current process underway

for Geoffrey Gavey’s succession.

Shareholder engagement

We value engagement with our Shareholders and I would

welcome feedback and questions on this report and the

Committee’s activities throughout the year. Should you wish to

make contact with me, please do so via the Company Secretary.

Board independence

The independence of the non-executive members of

the Board was considered as part of the external Board

performance review and the Committee remains satisfied

that independence was maintained throughout the year.

Thatindependence review paid specific attention to

GeoffreyGavey’s independence in light of his extended

tenure and was found to be satisfactory.

Time commitment

Time commitment is reviewed as part of the annual Board

evaluation process, which confirmed the Committee’s belief

that the time committed by each Board member remained

sufficient and not excessive for the year.

Board appointments/induction

Upon appointment to the Board, new Directors will be

required to undertake an induction programme to ensure

theycan quickly maximise their effectiveness. The programme

will include meetings with other Board members and key

advisers. Meetings will also be arranged with members of the

Executive Committee and team heads to provide an overview

of the Company’s operations and facilitate individual fact

finding. The Company Secretary also provides relevant policy

and procedural information.

During the year, there were no new Board appointments and

no resignations.

Mike Liston OBE

Chair of the Nomination Committee

25 June 2025

Nomination Committee report

131

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Membership Meetings attended

Geoffrey Gavey (Chair) 4/4

Alison Hutchinson 4/4

Mike Liston 4/4

“ The Audit & Risk Committee

devoted significant time to the

oversight of the acquisition

accounting and associated

impairment reviews, following

the strategic investments

madeby the Group over the

lastfew years.”

Geoffrey Gavey

Chair of the Audit & Risk Committee

Audit & Risk

Committee report

Purpose

The purpose of the Audit & Risk Committee is to monitor and review:

1. The integrity of the disclosures of the Group (including financial, non-financial and

climate-related) within the Annual Report and Accounts, Half-year Report and other

documentsfor publication

3. The independence and effectiveness of the External Auditor and consideration of the need for

an internal audit function

5. The policies and overall process for identifying and assessing business risks, including

sustainability and climate-related risks (andopportunities), and managing their impact on

theGroup

2. The adequacy and effectiveness of the system of internal controls across the Group

4. All governance matters with respect to the UK Corporate Governance Code

132

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Dear Shareholders,

I am pleased to present the Audit & Risk Committee report

for the year ended 31 March 2025, which is intended to

provide Shareholders with insights into the work we have

done as a Committee to provide assurance on the integrity

of the Annual Report and Accounts together with the

effectiveness of the Group’s risk management and internal

controls framework during a year of continued market

volatility. Myreport summarises the areas of focus and

workconducted by the Committee over the course of the

lastyear.

Audit & Risk Committee report

Financial and

narrative reporting

Internal control, risk

management and

compliance

External/internal

audit

Governance Sustainability

ș Annual and Half-year

Reports to ensure

they were fair,

balanced and

understandable,

including APMs and

ESG disclosures

ș Key accounting

judgements and

estimates

ș Simplification of the

Group’s financial

reporting metrics

ș Going concern and

viability

ș Reports from

the Group’s Risk

Committee (“RC”)

ș Review of the viability

statement and the

supporting stress test

scenarios

ș Regular reviews of

compliance with

regulatory rules

(including the FRC

Minimum Standard)

and compliance

monitoring findings

ș Audit reports from the

External Auditor

ș Confirmation of the

External Auditor’s

independence

ș Policy and approval

for non-audit fees

ș FY25 audit plan,

including significant

audit risks

ș External Auditor

performance and

effectiveness

ș Internal audit

implementation

ș Reports from the

Governance team

ș Annual review of

the Company’s

compliance with

the Corporate

Governance Code

and reporting to

Shareholders

ș Further consideration

of the changes to

Provision 29 of the

Code which applies

to financial years

beginning on or after

1 January 2026

ș Reports from the

Group Sustainability

team

ș UK SDR and

anti-greenwashing

ș Data management and

reporting

ș Integrated Group

Sustainability Report

What the Committee reviewed during FY25

The Committee supports the Board by setting, reviewing and

monitoring the Group’s policies and procedures to ensure

the independence and effectiveness of the external audits

and internal control framework, which support the integrity

of our financial and narrative reporting. We also monitor the

adequacy of the processes that enable the Board to assess

the level of principal risks the Group is prepared to take to

achieve its long-term strategic goals.

Key areas of focus

One of the primary responsibilities of the Committee is

to consider and report any significant issues that arise in

relation to the audit of the financial statements. Further

details on the areas of focus are provided later in my report,

but I can confirm there were no significant issues to report

to Shareholders in respect of the audit of the financial

statements for the year ended 31 March 2025.

The Committee has continued to focus on developing the

risk management function within the business. The Group’s

Head of Risk continues to evolve our systems and controls

to support the growth and stability of the Group, with a

continued focus on our sustainability risk management

activities. Our risk framework continues to support our

business and functions and ensures a dynamic exchange of

information on risks across our regions.

The Committee has again focused this year on the IFRS3

accounting following our recent strategic acquisitions.

Towards the end of the financial year we were appointed

as sub-manager of the Liontrust Diversified Real Asset Fund

(“DRAF”), which was followed shortly after by the acquisition

of the trade and assets of WHEB Asset Management – both of

these actions complement and diversify the offering from our

FCM division.

We also considered the need for any impairment reviews of

the Downing and ICG acquisitions we have made in the recent

past – more detail on these reviews can be found later in

myreport.

133

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Interaction with the Financial Reporting Council

(“FRC”)

During the year ended 31 March 2025, our only interaction

with the FRC was receipt of a follow-up letter on 7 May 2024

confirming that they were satisfied with the responses we

had provided to the questions they had raised for the FY23

Annual Report in relation to earnings per share and the fair

value of intangible assets – customer contracts. Further

details were provided in my report last year and can also

be found on the FRC website, as we consented to the FRC

publishing the findings of their review on their website in

June2024, following closure of their enquiry.

Composition

The Committee was formed on 3 February 2021 as part of

the preparation for the Company’s Admission to the Main

Market of the London Stock Exchange. Its members are

myself as Chair, alongside fellow independent NEDs Alison

Hutchinson and Mike Liston.

The UK Corporate Governance Code recommends that all

members of the Audit & Risk Committee be independent

Non-Executive Directors, that one such member has recent

and relevant financial experience, and that the Committee

as a whole shall have competence relevant to the sector in

which the Company operates.

Whilst no member of the Audit & Risk Committee has an

accounting or audit qualification, the Board considers that

the Company complies with the requirements of the UK

Corporate Governance Code, as I have recent and relevant

financial experience, having recently been a member of the

Audit & Risk Committee at other companies. The absence of

a member of the Audit & Risk Committee with an accounting

and/or audit qualification is kept under periodic review by

theBoard.

Committee meetings

The Committee meets at least three times per year and

at such other times as required. The Company’s External

Auditor or Chief Risk Officer (“CRO”) may also request a

meeting if they consider it necessary.

The Committee met on four occasions during the financial

year under review and reviewed and discussed a number

oftopics, as outlined in the table earlier in the report.

Responsibilities

As part of the IPO in February 2021, Terms of Reference

(“ToR”) were defined and documented for the Committee.

These were reviewed and updated in the prior year to

reflect the latest statutory requirements and best practice

appropriate to a group of Foresight’s size, including extending

the remit of the Committee to include Governance and

Sustainability.

The Group complies with the Statutory Audit Services for

Large Companies Market Investigation (Mandatory Use

of Competitive Tender Processes and Audit Committee

Responsibilities) Order 2014. BDO are engaged as the

External Auditor for the Group and have audited the principal

trading business within the Group (Foresight Group LLP) since

the year ended 31 March 2019 when the external audit was

last tendered. The Committee continues to monitor audit

quality and governance best practice; it intends to initiate

a new tender process by 2029 in line with the ten-year

requirement.

The current ToR were adopted on 8 March 2024 and can

be found on the Group’s website at https://foresight.group/

corporate-governance or obtained from the Company

Secretary.

The Committee is principally responsible for the following:

i. Considering and reporting any significant issues that arise

in relation to the audit of the financial statements

ii. Reviewing the adequacy and effectiveness of the Group’s

internal financial controls and internal control and risk

management systems

iii. Considering the need for an internal audit function

iv. Reviewing the independence and effectiveness of the

external audit process, including the provision of any

non-audit services

v. Reviewing the Group’s position with respect to the Code

and corporate governance practice

vi. Sustainability reporting, including the support of any audit

undertaken regarding such reporting

(i) Significant financial reporting areas

The key areas of risk identified and considered by the

Committee in relation to the business activities and financial

statements of the Group for the year ended 31 March 2025

were as follows:

Audit & Risk Committee report

134

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Responsibilities | (i) Significant financial reporting areas

Area of focus – Revenue recognition

Management and Secretarial fees; Marketing fees;

Directors’ fees; Arrangement fees; and Performance

fees

Comments and conclusions

Management fees

Revenue is recognised in line with the investment

management or advisory agreements in place with the

appropriate funds. These are typically based on the

Net Asset Value (“NAV”) or committed capital of Limited

Partnership funds managed or advised by the Group.

Where NAV is used, it is typically the last audited or

publicly available NAV approved by the independent

boards of the relevant companies.

Secretarial fees

Relate to services provided to funds Foresight manages

(such as company secretarial, accounts preparation,

administration, etc.) and are generally driven by

Funds Under Management (“FUM”) and calculated as

a percentage of NAV or as a fixed fee depending on

the terms of the individual contract agreements.

Marketing fees

These are fees recognised as a percentage of initial

funds raised from the tax-based retail products.

Area of focus – Revenue recognition

Directors’ and monitoring fees

Relate to services provided by Foresight staff where

they are appointed as Directors on the boards of

portfolio companies in which the Foresight funds invest.

The fees are recognised in line with the contractual

agreements between Foresight and the portfolio

companies.

Arrangement fees

Earned by Foresight for its role in arranging certain

deals (including capital deployments, fundraisings and

refinancings), based on a percentage of the capital

raised/deployed/refinanced.

Performance fees

Usually one-off in nature and earned from carried

interest arrangements. Performance fees are

recognised only at the point in time when the Group

has certainty as to the receipt of such revenue, such

that it is highly probable that a significant reversal

in the amount of revenue recognised will not occur.

Performance fees were recognised during the year

following successful exits from the Foresight Regional

Investment Fund LP (“FRIF”), Foresight Nottingham

Fund LP (“FNF”), NI Opportunities I and II LP (“NIOPPS”),

Foresight VCT plc and Foresight Enterprise VCT plc.

Following discussions with management and review

of the Group’s controls and procedures as part of the

meetings held throughout the year, the Committee

is comfortable that revenue has been properly

recognised in the financial statements in line with

the Group’s accounting policies.

Area of focus – Judgement as to whether

an acquisition constitutes the acquisition

of a business

Comments and conclusions

The Group was involved with the following transactions

and events during FY25:

ș Acquisition of the Healthcare share class of

Thames Ventures VCT 2 plc and appointment

as sub-manager to Downing Healthcare Impact

EIS Fund and Downing Healthcare Impact EIS

Knowledge Intensive Fund on 20 September 2024

ș Acquisition of the trade and assets of WHEB Asset

Management LLP (“WHEB”) on 27 January 2025

ș Appointment as sub-investment manager and

sub-distributor for the Liontrust Diversified Real

Assets Fund on 27 January 2025

When the Group purchases customer contracts

through acquisitions but not the share capital of the

selling entity, a judgement is made as to whether the

transaction should be accounted for as a business

combination or as a separate purchase of intangible

assets. In making this judgement, the Group assesses

the assets, liabilities, operations and processes

that were the subject of the transaction against the

definition of a business combination in IFRS 3.

Audit & Risk Committee report

135

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Responsibilities | (i) Significant financial reporting areas

Area of focus – Judgement as to whether

an acquisition constitutes the acquisition

of a business

Comments and conclusions

Management have concluded that the WHEB

acquisition constitutes the acquisition of a business and

is therefore accounted for as a business combination.

The management contracts of WHEB are therefore

required to be valued at acquisition as intangible assets

– customer contracts (see below) and management also

estimate the fair value of contingent consideration. For

the Healthcare share class of Thames Ventures VCT 2

plc, management have concluded that this is not the

acquisition of a business so is a separate purchase of

intangible assets.

Area of focus – Initial valuation of intangible

assets (customer contracts)

Comments and conclusions

There is a considerable amount of subjectivity used in

valuing intangible assets of this nature and, therefore,

management engaged a third-party professional

services firm to conduct a purchase price allocation

for the WHEB acquisition, including the identification

and valuation of these separately identified intangible

assets.

The intangible assets (customer contracts) have been

valued using a discounted cash flow model, with

assumptions regarding length of contract, appropriate

costs and appropriate discount rates applied.

Contributory asset charges have also been applied to

determine the fair value of the management contract.

Following discussions with management and review of

the third-party report, the Committee is satisfied with

the valuations conducted and the assessment of the

useful lives of the contracts.

Area of focus – Impairment of goodwill and

intangible assets (customer contracts)

Comments and conclusions

In addition to intangible assets (customer contracts),

goodwill arising on acquisitions is capitalised and

carried at cost less provision for impairment. An

assessment is made at each year end for both

intangible assets as to whether there is any indication

that the assets may be impaired.

Goodwill is allocated to cash-generating units (“CGUs”)

and the valuation of these CGUs is then compared to

the carrying value of goodwill to identify whether any

impairment is required. Management have conducted

valuations of these CGUs, which the Committee has

reviewed and is satisfied that no impairment is required.

Management have also reviewed each intangible asset

(customer contracts) for indicators of impairment. In

FY24, indicators were identified for the two contracts

acquired from Downing, Thames Ventures VCT 1

plc and Thames Ventures VCT 2 plc (now merged as

Foresight Ventures plc). This was due to the reduction

in AUM seen in these VCTs since acquisition. The

Committee is satisfied that no further indicators of

impairment for Downing have arisen in FY25 and the

carrying value recorded is appropriate.

Audit & Risk Committee report

136

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Area of focus – Impairment of goodwill and

intangible assets (customer contracts)

Comments and conclusions

As discussed in the Financial review, for two of the

contracts obtained from the Infrastructure Capital

acquisition, actual or expected redemptions are an

indicator of impairment identified during the year.

Management have therefore conducted an impairment

review for these contracts to update the value in use

calculation which also included a reassessment of the

remaining useful life of the contracts. The Committee

is satisfied that following the impairment charge

accounted for, the carrying values recorded and the

disclosures in the year-end accounts are appropriate.

Area of focus – IFRS 2 – Performance Share Plan

Comments and conclusions

The Group continues to operate an IFRS 2 Performance

Share Plan (“PSP”) scheme and there was a further

grant of options in August 2024. The operation of this

plan involves management judgement and complex

accounting, in particular around the grant and vesting

start date and the fair value of the options including

appropriate retention rates.

Management continued its engagement with a third-party

firm specialising in IFRS 2 valuations to assist with the

valuation in this area. Discussions were held between

the firm and management who challenged the

assumptions used and assessed their appropriateness.

Following discussions with management and review

of the output from the third-party firm, the Committee

has concluded that the financial statements have been

accurately presented in accordance with IFRS 2.

Area of focus – Contract costs

Comments and conclusions

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. If not, these are

expensed as they are incurred. Capitalised placement

fees are included within contract costs.

The Committee has considered management’s

judgement on placement agency fees incurred during

the year, primarily arising from FEIP II, and are satisfied

that these have been capitalised correctly.

Audit & Risk Committee report

Area of focus – Transfer pricing

Comments and conclusions

Due to the Group operating in a number of jurisdictions

across the globe, there are a number of inter-company

pricing policies applicable to both the investment

management and asset management value chains.

We continued to work with a third-party professional

services firm to review and develop the Group’s

transfer pricing policies. There were no material

changes to the policies during FY25 and the Committee

remains satisfied that these were still appropriate.

Management will continue to review these policies

regularly in light of any changes in tax legislation.

Area of focus – Simplification of financial

reporting

Comments and conclusions

Since IPO, the financial statements and alternative

performance measures (“APMs”) of the Group have

evolved as the underlying accounting of the Group has

increased in complexity (e.g. accounting for our recent

acquisitions). Following engagement with Shareholders

and analysts, we have sought to simplify our financial

reporting by reducing the number of columns in our

income statement and introducing an “adjusted profit”

APM, on which the dividend and earnings per share

figures are now calculated.

Responsibilities | (i) Significant financial reporting areas

137

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(iv) External audit, including non-audit services

The Committee monitors and reviews the independence

and objectivity of the External Auditor and reviews the

effectiveness of the external audit process. The Committee

also considers and makes recommendations to the Board, to

be put to Shareholders for approval at the AGM, in relation to

the appointment, reappointment and removal of the Group’s

External Auditor.

BDO are engaged as the External Auditor and have been

since the year ended 31 March 2019. Elizabeth Hooper is

the current audit partner, and this is her second year on the

Foresight audit.

The Committee received reports from BDO in relation to

their planning and subsequent audit of the full-year financial

results. The Committee reviewed the contents of these

reports to help assess the quality and effectiveness of the

external audit, including the audit team’s demonstrated

competence, experience, diligence, objectivity, professional

scepticism, current knowledge and its relationship with the

Executive Directors and Senior Management. The Committee

also reviewed the challenge of management assumptions

demonstrated by the External Auditor, and where

appropriate, requested that management responded to those

challenges and to ensure a satisfactory outcome to the points

raised.

In addition to the above, I have held several meetings with

Elizabeth and her team (both with and without Foresight

present) during the year to review the audit scope and audit

findings, provide challenge and assess the depth of review

provided by BDO.

The Committee provided its confirmation to the Board that

it has reviewed the effectiveness of the systems of internal

control, including financial, operational and compliance

controls, and risk management for the reporting period, as

required under the provisions of the Code.

(iii) Internal audit

Taking account of the nature, scale and complexity of the

Group’s business, Foresight does not currently have a

dedicated internal audit function. In FY25, a strategy for the

Group Internal Audit function was set out. The internal audit

work will begin in FY26, reflecting the continued growth

of the business, and will support the Board ahead of the

update of the UK Corporate Governance Code, relating to

the effectiveness of material controls for both financial and

non-financial activities.

Foresight prepares a controls report in accordance with

International Standards on Assurance Engagements (“ISAE”)

3402 which is also reviewed by BDO. This report describes

the controls in place for processing investment transactions

across the Group including the procedures in place to

deal with conflicts of interest. The most recent report was

produced and audited for the 12-month period to 31 March

2024 with the audit for the 12-month period to 31 March

2025 ongoing. In addition, to ensure CASS rules are followed,

an independent review is performed.

Responsibilities

(ii) Risk management and internal controls

Each business and functional area across the Group is

responsible for identifying, monitoring, measuring and

managing risks as well as setting controls and assessing

theirefficacy. Oversight of risks and risk management activity

remains with the Group’s Risk Committee, with escalation

to the Executive Committee and Audit & Risk Committee

asrequired.

The Board of Directors is accountable for the risk

management activities of the Group and is responsible

forsetting the tone for the Group’s risk culture. The Board

therefore has the ultimate responsibility for the effective

management of risk, including determining the Group’s

risk appetite, identifying key strategic and emerging risks,

and reviewing Foresight’s risk management and internal

control framework. For information on the Group’s principal

and material risks please refer to pages 36 to 46 of the

StrategicReport.

In addition to the Group Risk Committee, the Audit & Risk

Committee continues to rely on a number of different

sources, including the production of the annual ISAE 3402

report which covers controls around the valuation of the

Group’s funds, as well as third parties providing additional

support in specialist areas such as tax, risk, compliance and

governance.

In my role as Chair of the Audit & Risk Committee, I attended

a number of management meetings during the year to

observe for myself the discussions and challenge provided

by Senior Management. These meetings covered Risk,

Compliance and Valuations in addition to meetings of the

three core business divisions.

Audit & Risk Committee report

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Financial Statements

Additional Information

Governance issues

The BPR carried out in Q4 of FY25, highlighted a number of

areas for improvement. More information on those as well

as the actions being taken to address them is provided in the

Governance section on pages 126 to 127. The Nomination

Committee report on page 130 to 131 also refers to the

BPR and, as noted above, the areas of non-compliance

with the Code are noted in the Directors’ report and in the

Governance section on page 116.

(vi) Sustainability

Sustainability continues to feed into the Audit & Risk

Committee. The results of the double materiality analysis,

conducted in FY24, have now been integrated into the

Enterprise Risk Management (“ERM”) system, Decision Focus.

Material topics identified through the analysis are reported

against within the FY25 Sustainability Report (integrated

within this Annual Report and Accounts).

Progress has been made regarding embedding climate risk

across the three investment divisions, and this is detailed

within the Environmental section of the Sustainability Report.

Foresight Group is currently developing a final set of KRIs for

sustainability, and we expect these to be finalised by the end

of H1 FY26.

On behalf of the Audit & Risk Committee

Geoffrey Gavey

Chair of the Audit & Risk Committee

25 June 2025

As noted above, the Committee is responsible for

recommending to the Board the appointment, reappointment

and removal of the External Auditor. The Committee has

recommended to the Board that, subject to Shareholder

approval at the 2025 AGM, BDO be reappointed as External

Auditor of the Group for the forthcoming year.

(v) Governance

Compliance with the UK Corporate Governance Code

(“Code”)

During the year, the Company Secretary has reported on the

Company’s compliance with the Code in accordance with the

Committee’s Terms of Reference. Compliance is monitored

via the use of a compliance tracker, which is maintained by

the Company Secretary and shared with the Committee/

Board for review at least annually. Actions to be taken to

ensure compliance are spread across the year as appropriate

to the Code requirement or guidance. There were three

items of non-compliance, each of which is referred to in the

Directors’ report and an explanation provided.

Governance procedures

Evaluation of the Company’s governance procedures is

ongoing by the Company Secretary and the Committee. The

documented procedures, including terms of reference, are

published on the Company’s website, making them accessible

to all members. The terms of reference for each committee

are also tabled at each scheduled committee meeting.

As a result of reviews undertaken during the year, changes

were made to the Matters Reserved for the Board

and, following the Board Performance Review (“BPR”),

recommendations made in regard to governance matters,

such as content of materials provided at Board meetings,

have been implemented and will therefore be in place for

themeetings taking place in FY26 and beyond.

Responsibilities | (iv) External audit, including non-

audit services

As a result of this, I am satisfied with BDO’s processes,

capability of their staff and observations about management.

BDO confirmed its independence and objectivity from

Foresight during the reporting period and both the Committee

and the Board are satisfied that BDO has adequate policies

and safeguards in place to ensure its objectivity and

independence are maintained.

When assessing the independence of BDO, the Committee

considered, amongst other things, the value of non-audit

services provided by BDO, and the relationship with them as

a whole. The provision of non-audit services is considered

by the Committee in the policy they have adopted on the

independence and objectivity of external auditors. This policy

is aligned to the recommendations of the Financial Reporting

Council’s (“FRC’s”) Guidance on Audit Committees (2016)

and the requirements of the FRC’s Revised Ethical Standard

(2019) (the “Ethical Standard”). An external audit firm will

only be appointed to perform a non-audit service when

doing so would be consistent with both the requirements and

overarching principles of the Ethical Standard, and when its

skills and experience make it the most suitable supplier.

Details of the fees paid to BDO for audit and non-audit

services are shown in note 6 of these financial statements.

The non-audit services provided by BDO for the year ended

31 March 2025 related to an assurance report on the internal

control environment of the Group in accordance with ISAE

3402 and the annual CASS audits.

The Group has a number of overseas subsidiaries, some of

which require a local statutory audit. BDO has been used as

component auditors in Luxembourg, Guernsey and Australia

during the year.

Audit & Risk Committee report

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Introduction

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Governance

Financial Statements

Additional Information

Membership

Meetings

attended

Mike Liston (Chair) 3/3

Alison Hutchinson 3/3

Geoffrey Gavey 3/3

“ The Committee is committed

to ensuring that our

compensation framework

aligns with both the strategic

goals of the Group and the

long‑term interests of our

Shareholders.”

Mike Liston OBE

Chair of the Remuneration Committee

Remuneration

Committee report

Annual statement from the

Chair of the Remuneration Committee

Dear Shareholder,

As Chair of the Remuneration Committee (the “Committee”),

Iam pleased to share my report for the year ended

31March2025 (“FY25”). This report sets out the

remuneration received by the Directors during the year

andour implementation of the Directors’ Remuneration

Policyfor the year ahead.

I would like to thank my fellow Shareholders for their

support of the Directors’ Remuneration Report and Directors’

Remuneration Policy presented at our 2024 AGM, which both

received c.90% support.

The Committee is committed to ensuring that the Group’s

remuneration policies and practices align with the long-term

interests of our Shareholders, while also attracting, motivating

and retaining the talent necessary to drive the Group’s

success.

FY25 business context

FY25 saw half of the world’s population eligible to vote in

general elections, resulting in changes in government for

many countries, and a rise in populism in Europe, the US and

other territories. This, coupled with the continuing conflicts

in Ukraine and the Middle East, gave rise to market volatility

throughout the year, albeit inflation in the UK returned to

normalised levels and base interest rates began to reduce.

Fundraising within institutional infrastructure remained

challenging, but we were successful in reaching the first

close on our FEIP II strategy and we achieved record levels

of fundraising within our Retail Sales team, whilst continuing

to expand our Private Equity regional strategy. Year-on-year,

AUM increased from £12.1 billion to £13.2 billion with core

EBITDA pre-SBP up by c.5% to £62.2 million.

1. Attract and retain talent: Ensuring that the Group

offers competitive compensation to attract and

retain top executives

3. Ensure fairness and transparency: Making sure

that compensation decisions are made fairly and

transparently, avoiding conflicts of interest

2. Align Shareholder interests: Designing remuneration

policies that align with the long-term interests of

Shareholders and the Group’s performance goals

4. Monitor compliance and governance: Ensuring

that the Group’s remuneration policies comply

with relevant FCA regulations and governance

standards

Purpose

The purpose of the Remuneration Committee is to:

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Remuneration for FY25

As Shareholders are aware, the operation of our policy for

incumbent Executive Directors currently comprises only

salary and benefits, although under our new policy there

is the ability to award incentive pay and this matter will

be reviewed by the Committee each year. There were no

increases to salary for FY25. During the year the Committee

determined that no increase should be granted to the

Executive Directors. An average increase of 6% of salary

wasgranted to the wider workforce.

FY25 business context

On the back of this resilient performance and our strong

pipeline of opportunities, the Group is well positioned to

deliver on our strategic priorities and to continue to deliver

profitable, sustainable growth.

Remuneration Committee report

Committee meetings

The Committee meets at least twice each year,

inviting such attendees, in an advisory capacity, as are

considered necessary and appropriate to the business

to be discussed.

During FY25, the Committee met three times. The

Committee reviewed the ongoing implementation of

remuneration for Executive Directors’ and the wider

Group as well as the proposed implementation of the

policy for FY26 for both the Executive Directors and

other members of the Senior Management team. This

included the annual bonus and Performance Share

Plan (“PSP”) awards for participants below Executive

Director level.

Advice provided to the Committee

In the prior year, Korn Ferry provided external advice

to the Committee, to support the implementation

of the updated Remuneration Policy presented to

Shareholders at the 2024 AGM. No external advice was

provided to the Committee during FY25.

Committee Terms of Reference

The Remuneration Committee’s Terms of Reference can

be found on the Group’s website at https://foresight.

group/corporate-governance or obtained from the

Company Secretary.

The Committee’s key responsibilities include:

ș Determining the policy for the Directors’

remuneration

ș Determining, within the agreed policy, individual

remuneration packages for Executive Directors and

other senior executives

ș Determining any employee share-based incentive

awards and any performance conditions used for

such awards

ș Reviewing and understanding reward policies and

practices throughout the Group

Remuneration for FY26

Reflecting his appointment as Chief Executive Officer, Gary

Fraser’s salary will increase by £50,000 per annum as part

of the business’ normal pay review cycle this August. His new

salary of £400,000 per annum will be next evaluated in FY26

against relevant peer benchmarks. Executive Chairman Bernard

Fairman’s salary remains unchanged at £550,000 per annum.

Consistent with the approach since IPO, the current Executive

Directors continue to waive their right to pension provisions.

For the year ahead, the Committee has carefully considered

whether to implement the annual bonus component of

Executive Director remuneration provided for in the policy.

No annual bonus opportunity for the Executive Directors

is proposed for FY26, which reflects the wishes of the

incumbent Executive Directors.

In line with previous years, the Executive Directors will not

participate in the PSP because of certain restrictions in the

concert party agreement put in place at IPO.

Shareholder engagement

As in previous years, I invite our largest Shareholders to

give feedback on our remuneration policy and its proposed

implementation for the year ahead. I remain open to all

queries and requests for meetings, although none have been

sought to date.

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Wider employee context

The Committee also considers and reviews the approach

to broader workforce remuneration with specific input from

our Head of People & Sustainable Culture team and Alison

Hutchinson, our designated Non-Executive Director for

employee engagement.

Conclusion

The Committee remains committed to ensuring that our

remuneration policies and practices align with the long-term

interests of our Shareholders and support the strategic

objectives of the Group. We believe that our approach to

executive compensation is fair, competitive and designed to

attract, retain and motivate high-calibre talent.

The Committee can confirm that the Policy operated as

intended for FY25. The Committee will continue to review and

refine our policies to ensure they reflect best practices and

respond to the evolving business environment.

We appreciate the ongoing support and feedback from our

Shareholders and are committed to an open and constructive

dialogue. If you have any questions or would like to provide

feedback on our policy or remuneration more generally,

Iwould be pleased to hear from you. You can contact me

through the Company Secretary.

On behalf of the Remuneration Committee

Mike Liston OBE

Chair of the Remuneration Committee

25 June 2025

Directors’ Remuneration Policy

The current Directors’ Remuneration Policy (the “policy”)

was approved by Shareholders at the 2024 Annual General

Meeting (“AGM”). This current policy took effect from the date

it was approved, replacing the policy approved at our first

AGM in 2021, and is expected to apply for three years.

The Policy can be found on the Group’s website at

https:// foresight.group/corporate-governance.

The Remuneration Committee has decided, as a matter of

good corporate governance, to adhere to the requirements

of the UK remuneration reporting regulations whenever

practicable, although, as a Guernsey registered company,

the Company is not required to do so. The UK remuneration

reporting regulations require Shareholder approval of the

Directors’ Remuneration Policy of UK incorporated companies

to be binding. As the Company is not UK incorporated, those

provisions have no legal effect. However, the Company will

limit the power of the Committee so that it may only authorise

payments to Directors that are consistent with the policy

as approved by Shareholders. In that way the Company

considers the advisory vote of Shareholders on the policy

tobe binding in its application.

The policy applies to current Directors and future appointees.

It aligns with the wider market practice in terms of Executive

Director remuneration for a FTSE 250 listed entity and

enables the business to contemplate remuneration beyond

that of the existing Executive Directors who, due to their

shareholdings at IPO, are restricted in entitlement to

equity-based incentive plans.

Remuneration Committee report

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Remuneration Committee report

Directors’ Remuneration Policy

Service Agreements and Letters of Appointment

Executive Directors

The Executive Directors each have service contracts with the details set out below:

Executive

Director

Date of

appointment

Date of current

contract

Notice from

the Company

Notice from

the individual

Unexpired period

of service contract

Bernard Fairman 24 February 2010 3 February 2021 12 months 12 months Rolling

Gary Fraser 3 February 2021 3 February 2021 Six months Six months Rolling

Chair and Non-Executive Directors

The table below details the letter of appointments for each Non-Executive Director.

Each Non-Executive Director has a three-year appointment. Following the initial three-year

period, each NED has the potential to be reappointed for an additional term. However,

irrespective of the term, the appointment is subject to annual re-election by the Shareholders

ateach Annual General Meeting of the Company.

Both the Company and the NEDs have the right to terminate the appointment by providing

one month’s written notice, or in accordance with the provisions outlined in the Articles of

Incorporation. In the event that a NED is not re-elected by the Shareholders, the Articles of

Incorporation stipulate that they will be retired from office and their appointment will be

terminated immediately and without any compensation. Upon termination of appointment,

NEDs are only entitled to such fees as may have accrued to the date of termination, together

with reimbursement in the normal way of any expenses properly incurred prior to that date.

Non-Executive

Directors

Date of

appointment

Date of current letter

of appointment

Notice from

the Company

Notice from the

individual

Alison Hutchinson 3 February 2021 3 February 2021 One month One month

Mike Liston 3 February 2021 3 February 2021 One month One month

Geoffrey Gavey 31 May 2015 3 February 2021 One month One month

Wider Group workforce remuneration

As with the Executive Directors, salary for other employees is set at a level sufficient to attract

and retain them, considering their experience and expertise.

The Committee diligently assesses the continued suitability of broader workforce remuneration

policies. The objective is to operate a remuneration package that remains competitive within

the market landscape where the Group operates, ensuring the retention of exceptional

talent. This comprehensive package comprises salaries, benefits, annual bonus and share

awards with a share incentive plan (“SIP”) for all Group employees and PSP awards for more

senioremployees.

The Group regards membership of its incentive plans as a key part of its reward strategy which

also aligns with the interests of employees and other Stakeholders. Most employees receive

benefits such as a contribution towards private medical cover and life assurance.

The Group strives to provide a comprehensive remuneration package that attracts, motivates

and retains top talent, empowering them to contribute to the Group’s ongoing success. The

Committee remains vigilant in its oversight, regularly reviewing and adapting these policies

toensure their continued appropriateness and alignment with our strategic goals.

The Group seeks to promote and maintain good relations with staff as part of its broader

staff engagement strategy. The Senior Independent Director has met with the Head of People

& Sustainable Culture on several occasions throughout the year and staff engagement has

remained high, thanks to the Employee Forum, which is comprised of staff at all grades,

departments and jurisdictions across the business, with a primary focus on the culture

atForesight.

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Directors’ Remuneration Policy

FY26 remuneration scenarios for Executive Directors

The charts below are intended to illustrate the potential remuneration opportunities for the

Executive Directors based on different performance scenarios where they participate in an

annual bonus plan and/or long-term incentives. The Executive Directors will continue not

to participate in any variable remuneration plan and therefore earnings shown for all three

scenarios comprise only base salary and benefits.

Remuneration Committee report

Annual Report on Remuneration

Implementation of the Directors’ Remuneration Policy in FY25

Directors’ emoluments (audited)

The Executive Directors’ emoluments for the financial year to 31 March 2025 are summarised in

the single total figure table below.

2025 2024

Total earnings (£000)

Bernard

Fairman

Gary

Fraser

Bernard

Fairman

Gary

Fraser

Salary 550 350 550 350

Benefits

1

12 4 15 3

Pension

2

— — — —

Short-term variable remuneration — — — —

Long-term variable remuneration — — — —

Total 562 354 565 353

Amount fixed 562 354 565 353

Amount variable — — — —

1. Benefits comprise private medical insurance and, for the Executive Chairman, costs of property services as set out in the IPO

Prospectus.

2. Neither of the Executive Directors receive any pension benefit as they have elected not to participate in the Group’s pension

scheme.

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

£600k

£500k

£400k

£300k

£200k

£100k

£0k

LTIP with 50% Share price growth

LTIP

Annual bonus

Fixed pay

100%

£562k £562k £562k

£387k £387k £387k

Below target

Target Maximum

Executive Chairman CFO/COO

Below target Target Maximum

100% 100% 100% 100% 100%

Executive Directors’ performance

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Annual Report on Remuneration

Directors’ shareholdings and share interests (audited)

The table below illustrates the current shareholdings of each Executive Director, based on the

closing share price on 31 March 2025 (£3.47).

Executive Director

Number of

shares at

year end

Value of

shareholding

at year end

In service

shareholding

requirement

(% of base

salary)

Post-

employment

shareholding

requirement

(% of base

salary)

% of base

salary at

year end

Bernard Fairman

1

32,725,000 £113,555,750 200% 150% 20,646%

Gary Fraser

2

4,513,000 £15,660,110 200% 150% 4,474%

1. Bernard Fairman holds his shares in the Company through Beau Port Investments Limited.

2. All held in the name of his wife, Susan Fraser.

There have been no changes to shareholdings of the Executive Directors between the year end

and the date of this report.

CEO pay ratio

As a non-UK incorporated company, Foresight is not required to adhere to the CEO pay

reporting regulations. However, as noted in the Chair’s annual statement, the Committee has

decided, as a matter of good corporate governance, to adhere to the requirements of the

UK remuneration reporting regulations whenever practicable and so has chosen to make a

voluntary disclosure of CEO pay ratios.

Remuneration Committee report

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

employees.

Year Executive Chair

25th

percentile ratio

Median

pay ratio

75th

percentile ratio

FY25 Salary £000 550 44.3 83.9 136.2

Total pay and

benefits £000 562 44.3 83.9 136.2

FY25 Salary ratio 12.4 6.6 4.0

Total pay and

benefits ratio 12.7 6.7 4.1

FY24 Salary ratio 10.0 5.9 3.7

Total pay and

benefits ratio 10.3 6.1 3.8

FY23 Salary ratio 11.3 6.0 3.8

Total pay and

benefits ratio 11.5 6.1 3.9

FY22 Salary ratio 0.4 0.2 0.2

Total pay and

benefits ratio

1

0.6 0.3 0.2

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

respectively.

Employee pay is calculated on the basis of the CEO single figure, which is “Option A” under

the reporting requirements and is the methodology the Committee believes to be the most

comparable and robust. Option A requires the Group to calculate the pay and benefits of all

its UK employees for the relevant financial year in order to identify the total remuneration at

the 25th percentile, at the median and at the 75th percentile. Employee pay data is based on

full-time equivalent pay for UK employees as at the year-end date, in line with the CEO single

figure methodology. In calculating these ratios, we have annualised any part-time employees

or new joiners to a full-time equivalent (where relevant) and have used the earnings of our

Executive Chairman, Bernard Fairman.

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Gender pay gap

The gender pay gap at Foresight reflects the current distribution of roles across the Group

with a higher concentration of men in senior, higher-paid positions. Whilst base pay and bonus

structures are consistent across equivalent roles, the broader workforce composition continues

to influence the overall gap.

This outcome is consistent with wider trends across the financial services sector, where

leading institutions report mean and median pay gaps exceeding 50%. At Foresight, we remain

committed to addressing this imbalance. Our approach includes diverse hiring, targeted

talent mapping, and the continued delivery of our bespoke Women in Leadership programme,

ELEVATE, which supports the progression of female talent into senior roles.

FY25 FY24

% of men % of women % of men % of women

Upper quartile 76 24 78 22

Upper middle quartile 52 48 64 36

Lower middle quartile 56 44 54 46

Lower quartile 39 61 31 69

Mean gender pay gap 25% 34%

Median gender pay gap 23% 40%

Relative spend on pay

The table and graph below show the amount of dividends, distributions and buybacks against

employee costs for the last two financial years. These figures are underpinned by the amounts

from the notes to the financial statements.

£m 31 March 2025 31 March 2024 % change

Total employee costs 66.4 59.4 12%

Dividends, distributions and buybacks in

financial year 42.5 26.8 59%

Remuneration Committee report

Relative importance of spend on pay (£m)

Total shareholder return performance

The graph below shows the value at 31 March 2025 of £100 invested in Foresight Group at

IPO, compared to £100 invested in the FTSE 250 Index (both with dividends re-invested). The

Group is a member of the FTSE 250 Index, and this is therefore deemed to be the most relevant

benchmark to use.

Total shareholder return

60

70

80

90

100

110

120

130

140

150

Feb

2021

Aug

2021

Feb

2022

Aug

2022

Feb

2023

Aug

2023

Feb

2024

Aug

2024

Feb

2025

Mar

2025

Foresight Group Holdings

Value (£)

FTSE 250

31 March 2024

31 March 2025

Dividends, distributions and buybacks in financial year Total employee costs

42.5

66.4

26.8

59.4

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Executive Chairman remuneration

The table below provides a summary of the Executive Chairman’s total remuneration for

FY22-FY25. FY21 is not included as the Company was only listed for a short period that year

and the remuneration packages pre-IPO were structured significantly differently. Therefore,

those figures would not be a useful comparison for readers of the accounts.

FY25 FY24 FY23 FY22

Total remuneration (£000) 562 565 562 30

1

Annual incentive (as a % of

maximum) N/A N/A N/A N/A

Long-term incentive (as a % of

maximum) N/A N/A N/A N/A

1. As disclosed in the pre-IPO Prospectus, a distribution was made in Bernard Fairman’s favour immediately pre-Admission, so for the

year ended 31 March 2022 it was agreed his base salary would be reduced to £20,000, plus he received £10,000 of benefits.

Remuneration Committee report

Non-Executive Directors (“NEDs”)

The annual NED fees are outlined below. A base fee is agreed, with additional fees payable

for chairing Board Committees and for the Senior Independent Director. The base fee was

increased by £10,000 from 1 April 2024 in recognition of the Company now being a member

ofthe FTSE 250.

NED fee type Annual fee

Base fee for independent NEDs £60,000

Additional fee for chairing a sub-committee £5,000

Additional fee as Senior Independent Director £10,000

Additional fee for acting as NED of a licensed subsidiary £10,000

NEDs are not eligible to participate in any of the Group’s long-term incentive, bonus or pension

schemes. Detail regarding the fees paid to our NEDs is set out below.

NED

Fees for year

ended

31 March 2025

Fees for year

ended

31 March 2024

No. of shares

held at year end

Value of

shareholding at

year end

2

Alison Hutchinson (Senior

Independent Director) £70,000 £60,000 5,952 £20,653

Mike Liston (Chair of the

Nomination and Remuneration

Committees) £70,000 £60,000 11,904 £41,307

Geoffrey Gavey (Chair of the Audit

& Risk Committee)

1

£75,000 £65,000 25,273 £87,697

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

2. Based on closing share price of £3.47 on 31 March 2025.

147

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Annual Report on Remuneration

Annual percentage change in the remuneration of the Directors and employees

The table below shows the percentage year-on-year change in salary, benefits and bonus in FY25, FY24 and FY23 for the Directors compared with the average Foresight employee.

Previousyearsare not shown as the remuneration packages pre-IPO (FY21 and earlier) were structured significantly differently. Therefore, those figures would not be a useful comparison

forreadersoftheaccounts.

FY24 to FY25

2

FY23 to FY24 FY22 to FY23

Salary Benefits Annual bonus Salary Benefits Annual bonus Salary Benefits Annual bonus

Executive Directors

Bernard Fairman 0% (20)% n/a 0% 25% n/a 2,650%

1

20% n/a

Gary Fraser 0% 33% n/a 0% 50% n/a 0% 50% n/a

Non-Executive Directors

Alison Hutchinson 17% n/a n/a 0% n/a n/a 0% n/a n/a

Mike Liston 17% n/a n/a 0% n/a n/a 0% n/a n/a

Geoffrey Gavey 15% n/a n/a 0% n/a n/a 0% n/a n/a

Average pay based on Foresight UK employees 2% 2% 8% 6% 27% (6)% 6% 38% 12%

1. As disclosed in the pre-IPO Prospectus, a distribution was made in Bernard Fairman’s favour immediately pre-Admission, so for the year ended 31 March 2022 it was agreed his base salary would be reduced to £20,000.

2. NED fees have increased from FY24 to FY25 as a result of increases following a review of fees in the year.

Remuneration Committee report

148

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Annual Report on Remuneration

Payments for loss of office

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

Payments to past Directors

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

AGM Shareholder voting

Resolution Votes for Votes against Votes withheld

Approval of the Directors’ Remuneration Report 93,072,224 9,276,160 1,820

(2024 AGM) 90.94% 9.06% —

Approval of the Directors’ Remuneration Policy 91,513,599 10,595,721 240,884

(2024 AGM) 89.62% 10.38% —

Mike Liston OBE

Chair of the Remuneration Committee

25 June 2025

Remuneration Committee report

149

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

The Company

The Company, Foresight Group Holdings Limited, is a

limited liability company incorporated in Guernsey and is

listed on the London Stock Exchange Main Market with an

Equity Shares (Commercial Companies) (“ESCC”) listing. The

Company’s shares may be traded through the CREST system.

Compliance with the UK Corporate Governance Code

(the “Code”)

It is a requirement of UK Listing Rule 6.6.1R that, as an

overseas company with an ESCC listing, the Company must

comply with the Code, which is published by the Financial

Reporting Council, or explain in its Annual Report and

financial statements any areas of non-compliance. A copy

of the Codecan be found at www.frc.org.uk. The Corporate

Governance Report on pages 119 to 129 signposts to the

areasof this Annual Report that show how the Company has

applied the principles and complied with the provisions of

the2018 Code during the year. It also notes the Company’s

three areas of non-compliance. From FY26, the Company will

ensure compliance with the 2024 Code (with the exception of

Provision 29 which applies to reporting periodsbeginning on

or after 1 January 2026).

Subsidiary undertakings and branches

The Company operates via its various subsidiary

undertakings, which are domiciled in a number of jurisdictions

globally. A list can be found on pages 237 to 240, which

provides the domicile of each undertaking at the date of

this report. The Company has a branch in the UK, which is

registered at The Shard, 32 London Bridge Street, London SE1

9SG, with registration number BR023882. Additionally, certain

of the Company’s subsidiary undertakings have branches

elsewhere.

Forward-looking statements

Where this Annual Report contains forward-looking

statements, these are based on current expectations and

assumptions, and speak only as of the date they are made.

These statements should be treated with caution due to the

inherent risks, uncertainties and assumptions underlying any

such forward-looking information. The Company cautions

investors that a number of factors, including matters

referred to in this document, could cause actual results

todiffer materially from those expressed or implied in any

forward-looking statement. Neither the Group, nor any of its

officers, Directors or employees, provide any representation,

assurance or guarantee of the occurrence of the events

expressed or implied in any forward-looking statements.

Other than in accordance with our legal and regulatory

obligations, the Group undertakes no obligation to publicly

update or revise any forward-looking statement, whether

asaresult of new information, future events or otherwise.

Relationship Agreement – controlling Shareholder

As at 31 March 2025, Beau Port Investments Limited (the

private company through which Bernard Fairman holds his

shares) held, together with its concert parties, 34.5% of the

Company’s issued share capital. Consequently, under the

UK Listing Rules, Bernard Fairman was, and continues to be,

a controlling Shareholder of the Company. The Company

has entered into a relationship agreement with Bernard

Fairman, Beau Port Investments Limited and the other parties

deemed to be acting in concert to ensure that it is able

to operate its business independently. Pursuant to UKLR

6.6.1R(13), the Company confirms that it continues to comply

with the requirement of UKLR 6.2.3R that it is able to carry

on the business of its main activity independently from its

controllingShareholder.

Directors’ report

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

150

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Directors’ report

Task Force on Climate-related Financial Disclosures

(“TCFD”)

Please see pages 65 to 89 for the Group’s TCFD disclosures.

Streamlined Energy & Carbon

Disclosure requirements are covered within the Sustainability

section on pages 85 to 89, Metrics and Targets.

Financial, risk and operational matters

Results and dividends

The consolidated statement of comprehensive income is

set out on page 168 and shows the results for the year

ended 31 March 2025. The Directors recommend that

the Company pays a final dividend for the year ended

31March2025 of 16.8 pence per share (2024: 15.5pence),

tobepaid on 3 October 2025 with an ex-dividend date of

18September2025 anda record date of 19 September 2025.

An interim dividend of 7.4pence per share (2024: 6.7 pence)

was paid on 31January 2025, giving a total dividend for the

year of24.2pence per share (2024: 22.2 pence).

Research and development

During the year, Foresight received grant income of £0.1 million

from the UK Space Agency. In collaboration with environmental

geospatial consultant Frontierra, the Foresight Infrastructure

Sustainability team developed a platform that leverages

geospatial analysis and Foresight’s own spatial dataset to

provide detailed, location-based insights, enabling proactive

risk management and enhanced reporting capabilities

specifically pertaining to climate and nature. No research

anddevelopment income was received in FY24.

Acquisitions and disposals

Acquisitions and disposals are detailed in note 31 to the

financial statements.

Principal activities, review of business and future

developments

The Group is principally involved in the investment and

management of infrastructure assets, UK and SME private

equity investments and OEICs on behalf of both institutional

and retail investors using ESG-oriented strategies where

appropriate/required.

The review of the business and a summary of future

developments are included in the Executive Chairman’s

statement on pages 2 and 3 and intheStrategic Report

onpages 4 to 113.

Principal risks and uncertainties

The Board has carried out a robust assessment of the

emerging principal risks and uncertainties affecting the

Group.These risks and uncertainties are explained in the

Risks section on pages 36 to 46.

Political expenditure

No donations of a political nature have been made during the

year (2024: £nil).

Charitable donations

No donations of a charitable nature have been made during

the year (2024: £nil); however, staff are entitled to take one

day each year for volunteering or other charitable activity.

Going concern

After making enquiries, the Directors have formed a

judgement that at the time of approving the financial

statements, there is a reasonable expectation that the Group

has adequate resources to continue its operational existence

for the foreseeable future. For that reason, the financial

statements continue to be prepared under a going concern

basis. Details of the going concern basis adopted in preparing

the Group’s financial statements are set out in note 1 to these

financial statements. Please also see the viability statement

on page 47.

Subsequent Events

Details of the subsequent events are set out in note 34 to the

financial statements.

Financial risk management

The Group’s financial risk management objectives can be

found in note 30 to the financial statements and details of the

financial instruments utilised by Foresight and the associated

risks are also described in note 30 to the financial statements.

Directors’ powers

The Directors’ powers are conferred on them by Guernsey

company law and by the Company’s Articles of Incorporation

(“Articles”).

151

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Directors

The names and details of the Directors serving at the date of

this report are provided below and also on pages 117 and

118. Allthe Directors served throughout the year:

ș Bernard Fairman, Executive Chairman

ș Gary Fraser, CFO/COO

ș Alison Hutchinson, Senior Independent NED

ș Geoffrey Gavey, NED

ș Mike Liston, NED

In accordance with the Company’s Articles, all Directors

will stand for re-election at the forthcoming Annual General

Meeting (“AGM”) of the Company. As noted in the Nomination

Committee report, the Board believes that it is in the best

interests of Shareholders that all Directors be re-elected.

Please see page 120 for the Company’s diversity disclosures.

Directors’ indemnity

The Company has maintained a Directors’ and Officers’

liability insurance policy on behalf of the Directors,

indemnifying them in respect of certain liabilities that may

be incurred by them in connection with the activities of the

Company. This policy does not provide cover for fraudulent

or dishonest actions by the Directors. In addition, the

Company has entered into deeds of indemnity with each

of the Directors, which were in place during the financial

year, and which provide a limited indemnity to each of the

Directors in respect of liabilities incurred as a result of their

directorships of the Company or any member of the Group.

Appointment and removal of Directors

Both the Company, by ordinary resolution, and the Directors

may elect any person to be a Director. The number of

Directors shall not exceed the maximum number fixed by the

Company’s Articles. Any person appointed by the Directors

shall hold office only until the next AGM and shall then be

eligible for election. The office of a Director shall be vacated

on the occurrence of any of the events listed in Article 24.2

of the Company’s Articles. The Company may, in accordance

with its Articles, remove any Director from office and elect

another person in their place.

Directors’ interests

Details of the Directors’ interests can be found in the

Remuneration Committee report on pages 140 to 149.

UK Listing Rule 6.6.1R

There are no disclosures required to be made under UK

Listing Rule 6.6.1R that have not been disclosed elsewhere in

this Report. Details of long-term incentive plans can be found

in the Remuneration Report on page 143.

Securities Dealing Code

In accordance with the UK Market Abuse Regulations, the

Company has adopted a Securities Dealing Code and

Securities Dealing Code Guidance (the “Code and Guidance”)

that sets out the Directors’ responsibilities for ensuring

compliance when dealing in the Company’s shares. The

Codeand Guidance have been shared with all persons

named as insiders on the Group’s Insider Lists, including

theCompany’s Directors, other PDMRs (persons discharging

managerial responsibility), external parties and certain

employees of the Group, and those documents are also

available to all employees via the Foresight Governance

andCompliance Library.

Engagement with suppliers, customers and others

A summary of how the Directors have had regard to the need

to foster the Company’s business relationships with suppliers,

customers and others, and the effect of that regard on the

Company’s principal decisions, is set out in the Stakeholders

section on pages 48 to 53.

Relations with Shareholders

The Board recognises the importance of regular and

effectivecommunication with Shareholders, particularly the

need for open communication on the Company’s strategy.

As a result, the Executive Directors and members of Senior

Management have regular dialogue with the Company’s major

Shareholders to ensure that their views are communicated

fully to the Board. Other forms of communication typically

include the Annual and Half-year Reports, announcements

released via the London Stock Exchange, the AGM and

regular face-to-face meetings with major Shareholders and

management. These meetings enable the Executive Chairman

and the CFO to update Shareholders on strategy and the

Group’s performance.

The Company also has an ongoing programme of individual

ad hoc and regular meetings with institutional Shareholders

and analysts, including those related to the preliminary and

half-year results presentations and bi-annual trading updates.

As soon as practicable following the conclusion of any

general meeting, the results of the meeting are released

through a regulatory news service and a copy of the

announcement placed in the FSG Shareholders section

oftheGroup’s website: foresight.group.

Directors’ report

152

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Relations with Shareholders

At the AGM held in 2024 (the “2024 AGM”), all resolutions

were duly passed, but the proportion of votes against

Resolution 8 to approve the reappointment of Mike Liston

as a Director and Resolution 16 to approve the Rule 9

waiver both exceeded 20%. That voting was in line with

recommendations published by certain proxy voting agencies,

particularly regarding Resolution 16. Prior to the voting

deadline and following engagement with those agencies,

when we explained the purpose of these resolutions, the

recommendations remained unchanged. As we understood

our Shareholder voting policies from previous engagement,

no further action engagement was taken although a statement

was published on our website in accordance with the Code

on 28 May 2025. As regards the actions we will take, the

statement noted that we will continue to seek to improve

on the explanations of the rationale for our resolutions.

Wewill also continue our general engagement with our

major Shareholders, whose input we value. Additionally,

wetrust that the success of our buyback programme will

helpdemonstrate the importance of gaining approval for

theRule 9 waiver, without which, we would be unable to

buyback shares.

Annual General Meeting

The 2025 Annual General Meeting (“2025 AGM”) will be

held on 31 July 2025 at 4.30pm at the address noted at

the end of this report. A copy of the Notice of Meeting

will be made available on the Company’s website. Voting

at the AGM will be facilitated by proxies for those unable

to attend. The registrar will provide paper proxy forms

to each of the registered Shareholders who receive hard

copy documents and a blank copy will be available on the

Company’s website via the FSG Shareholders section. Details

of the process for CREST proxy appointments and the online

proxy appointment service available via our registrar are

provided in the Notice of AGM, which will be circulated and

published on the Company’s website. Shareholders are

welcome to submit questions for the Board to the Company

Secretary by 4.30pm on 29 July2025 either by email to

companysecretary@ foresightgroup.gg or in writing to the

Company’s registered address.

People

Employment information – employment of people

withdisabilities

Our policies and processes are intended to be inclusive and

comply with legislative requirements such that they ensure

that people with disabilities have equal opportunities when

applying for vacancies. The Group’s policies and approach

to diversity, equity and inclusion ensures the fair treatment

of all employees, whether or not disabled, ensuring that

their training and career development needs are carefully

considered, taking account of special requirements.

The Group’s inclusive approach also supports any employee

who may become disabled during the course of their

employment. That support may be achieved through the

provision of training, re-training, re-deployment and/or other

measures appropriate to the employee concerned, to ensure

the best opportunity for them to remain in the Group’s

employment where that is possible.

Engagement with employees

The Group is committed to engaging with its employees and

has established various initiatives, policies and forums in that

regard. More detail of that engagement is provided in the

Stakeholders section on pages 48 to 53.

Shares/Share capital

Share capital

The Company’s capital structure and details of share

movements during the year are shown in note 27 to the

financial statements, which includes an allotment of 76,591

(2024: nil) new shares. As at 31 March 2025, there were

116,347,803 Ordinary Shares (“Shares”) in issue of nil par

value comprised of 113,782,627 Shares with one vote each

and 2,565,176 Shares held in treasury, which are non-voting.

As at 31 March 2024, there were 116,271,212 Ordinary

Shares (“Shares”) in issue of nil par value, comprised of

116,034,720 Shares with one vote each and 236,492 Shares

held in treasury, which are non-voting.

Directors’ report

153

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Shares/Share capital

Voting rights and entitlements

Shareholder rights and entitlements are as follows:

ș Shareholders are entitled to dividends and other

distributions declared, made or paid on the Ordinary

Share capital of the Company

ș On a show of hands every Shareholder who is present in

person shall have one vote. On a poll every Shareholder

present in person or by proxy shall have one vote per

Share. Any Shareholder entitled to more than one vote

need not cast all votes in the same way

ș Shareholders are entitled to participate in any surplus

assets in a winding up in proportion to their Shareholdings

Substantial interests

At the Company’s year end, 31 March 2025, and as at the

date of this Report, the following were the only substantial

holdings representing 5% or more of the Company’s issued

share capital notified to the Company pursuant to DTR 5. The

number of voting rights are also noted, as the Shares bought

back by the Company are being held in treasury and whilst

held as such, do not carry voting rights.

Beneficial

Shareholder

Number

of Shares

% of issued

share capital

%

voting rights

Beau Port

Investments

Limited 32,725,000 28.13% 28.76%

Slater

Investments Ltd. 6,000,000 5.16% 5.27%

Liontrust Asset

Management plc 5,819,822 5.01% 5.11%

Authority to allot Shares

At the 2024 AGM, the Shareholder authority granted to the

Directors to issue Shares of up to two-thirds of the issued

Share capital was renewed. It is the Directors’ intention

to seek the renewal of this authority by Shareholder

resolutionwhich will be set out in the notice of the

forthcoming 2025 AGM.

Also at the 2024 AGM, the Shareholders renewed the

authority granted to the Directors to allot Shares without

application of the pre-emption rights contained in Article 5.1

of the Company’s Articles up to (i) approximately 10% of the

Company’s issued Share capital on a general basis with an

additional authority of up to a maximum of approximately

2% of the Company’s issued Share capital only for the

purposes of a follow-on offer that the Board determines to

be of a kind contemplated by paragraph 3 of section 2B of

the Pre-Emption Group’s Statement of Principles, published

in 2022 (the “Statement of Principles”); and (ii) a further 10%

of the Company’s issued Share capital in connection with

the financing (or refinancing) of an acquisition or specified

capital investment as contemplated by the Statement of

Principles with an additional authority of up to a maximum

of 2% of the Company’s issued Share capital only for the

purposes of a follow-on offer that the Board determines to

beof a kind contemplated by paragraph 3 of section 2B of

the Statementof Principles, in each case until the conclusion

of the 2025 AGM.

The Directors will also seek to renew these authorities by

proposing special resolutions at the 2025 AGM.

Purchase, cancellation and holdings of own Shares

At the 2024 AGM, the authority granted by the Shareholders

to buy back up to 10% of its own Shares by market purchase

until the conclusion of the next AGM was renewed.

The Directors will seek to renew this authority at the 2025

AGM on the condition that this power will only be exercised if

the Directors are satisfied that any purchase is in the interest

of Shareholders.

During the year, 3,720,423 (2024: 236,492) Shares were

purchased under that authority, of which 2,565,176 (2024:

236,492) remain held in treasury. While that remains the

case, those Shares have no voting rights. 1,391,739 (2024:

nil) of treasury shares were utilised during the year, including

891,739 (2024: nil) utilised to satisfy the exercise of options

under the Company’s Performance Share Plan.

As previously announced, on 11 February 2025, the Company

transferred 500,000 Ordinary Shares out of treasury to an

institutional investor, such trade being made for cash on

market on the London Stock Exchange to satisfy demand

in the Company’s Ordinary Shares. This sale was arranged

by the Company’s brokers on an arm’s length basis and the

Company was not provided with details of the underlying

purchaser.

At the 2024 AGM, the Company also sought authority for a

waiver of Rule 9 of the Takeover Code. Without this waiver,

the purchase of the Company’s own Shares would trigger

a mandatory offer by Bernard Fairman and the concert

parties for the entire issued Share capital of the Company.

The Company will therefore seek to renew the Rule 9 waiver

atthe 2025 AGM.

Directors’ report

154

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Shares/Share capital

Restrictions on transfers of Shares and/or

votingrights

Holders of Shares (excluding those held in treasury) are entitled

to attend and speak at general meetings of the Company and

to appoint one or more proxies or, if the Shareholder is a

company, one or more corporate representatives. Each

Shareholder who is present in person or by proxy or

corporate representative shall have (i) one vote on a show

ofhands; and (ii) on a poll, one vote for every Share of which

they are a Shareholder, proxy or corporate representative.

The Company is not aware of any agreements between

Shareholders that may result in restrictions on the transfer

of securities and/or voting rights and, except as described

below, there are no restrictions on the transfer of the

Company’s Shares and/or voting rights:

ș Certain restrictions on transfers of Shares may from

time to time be imposed by, for example, share dealing

regulations. In certain situations, Directors and certain

employees must seek the Company’s approval to deal

inits Shares

ș Shares carry no voting rights while they are held

intreasury

ș Unless the Directors determine otherwise, Shareholders

are not entitled to vote personally, by corporate

representative or by proxy at a Shareholders’ meeting,

or to exercise any other Shareholder’s right in relation to

Shareholders’ meetings, in respect of any Share for which

any call or other sum payable to the Company remains

unpaid or if the Shareholder fails to provide the Company

with the required information concerning interests in those

shares, within the prescribed period after being served

with a notice under the Company’s Articles

The Notice of AGM will provide voting deadlines for the

forthcoming 2025 AGM that will be made available to

Shareholders on the Company’s website.

Share Incentive Plan

Under the rules of the Foresight Share Incentive Plan (“SIP”),

which was introduced in 2021, eligible employees are entitled

to acquire Ordinary Shares in the Company. The SIP shares

are held in trust for participants by Global Shares Trustees

(UK) Limited (the “SIP Trustee”). Voting rights are exercised by

the SIP Trustee on receipt of participants’ instructions. If a

participant does not submit an instruction to the SIP Trustee,

no vote is registered. In addition, the SIP Trustees do not vote

on any unallocated shares held in trust. As at 31 March 2025,

the SIP Trustee held 0.62% (2024: 0.44%) of the Company’s

issued share capital.

Significant agreements – change of control

The Company is not aware of any significant agreements to

which it is party that take effect, alter or terminate upon a

change of control of the Company following a takeover.

Auditor

Auditor’s right to information

As at the date of this report, so far as each Director is aware,

there is no relevant audit information (as defined by section

249 of The Companies (Guernsey) Law 2008) of which the

Company’s Auditor is unaware, and each Director has taken

all the steps that he or she ought to have taken as a Director

in order to make himself or herself aware of any relevant

audit information and to establish that the Company’s Auditor

is aware of that information.

Independent Auditor

The Auditor, BDO LLP, has indicated its willingness to continue

in office and a resolution that it be reappointed as the

Company’s Auditor will be proposed at the 2025 AGM.

By Order of the Board

Jo-anna Nicolle

Company Secretary

25 June 2025

PO Box 650

1st Floor Royal Chambers

St Julian’s Avenue

St Peter Port

Guernsey

GY1 3JX

Directors’ report

155

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Financial Statements

Investing in

potential.

What’s in this section?

157 Responsibility statement of the Directors

158 Independent Auditor’s report

168 Consolidated Statement of Comprehensive Income

169 Consolidated Statement of Financial Position

170 Consolidated Statement of Changes in Equity

172 Consolidated Cash Flow Statement

175 Notes to the financial statements

229 Appendices to the financial statements

229 Alternative performance measures

237 Related undertakings

Rjukan Aquaculture Project, Norway, Part of Foresight’s Portfolio

156

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Additional Information

Financial Statements

Responsibility statement of the Directors

In respect of the Annual Report and financial statements

Website publication

The directors are responsible for ensuring the Annual Report and the financial statements are

made available on a website. Financial statements are published on the group’s website in

accordance with legislation in the United Kingdom governing the preparation and dissemination

of financial statements, which may vary from legislation in other jurisdictions. The maintenance

and integrity of the Group’s website is the responsibility of the Directors. The Directors’

responsibility also extends to the ongoing integrity of the financial statements contained therein.

Legislation in Guernsey governing the preparation and dissemination of the financial statements

may differ from legislation in other jurisdictions.

Jo-anna Nicolle

Company Secretary

25 June 2025

PO Box 650

1st Floor Royal Chambers

St Julian’s Avenue

St Peter Port

Guernsey

GY1 3JX

The Directors are responsible for preparing the Annual Report and financial statements in

accordance with applicable Guernsey law, Listing Rules, Disclosure Guidance and Transparency

Rules, UK Corporate Governance Code and generally accepted accounting principles.

Guernsey company law requires the Directors to prepare financial statements for each financial

year which give a true and fair view of the state of affairs of the Group and of the profit or loss

of the Group for that year. In preparing these financial statements the Directors should:

ș Select suitable accounting policies and then apply them consistently

ș Make judgements and estimates that are reasonable

ș State whether applicable accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements

ș Prepare the financial statements on the going concern basis unless it is inappropriate to

presume that the Group will continue in business

The Directors are responsible for keeping proper accounting records which disclose with

reasonable accuracy at any time the financial position of the Group and which enable the

Directors to ensure that the financial statements comply with the Companies (Guernsey) Law,

2008. The Directors are also responsible for safeguarding the assets of the Group and hence

for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that to the best of their knowledge:

ș The financial statements have been prepared in accordance with International Financial

Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and give a true and

fair view of the assets, liabilities and financial position and profit or loss of the Group

ș The Annual Report includes a fair review of the position and performance of the business

of the Group together with the description of the principal risks and uncertainties that the

Group faces, as required by the Disclosure Guidance and Transparency Rules of the UK

Listing Authority (DTR4)

ș The Annual Report and financial statements, taken as a whole, is fair, balanced and

understandable and provides the information necessary for Shareholders to assess

theGroup’s position and performance, business and strategy

ș They have carried out a robust assessment of the emerging and principal risks facing the

Group, including those that would threaten its business model, future performance, solvency

or liquidity

157

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

Ourevaluation of the Directors’ assessment of the Group’s ability to continue to adopt the

going concern basis of accounting included:

ș Obtaining management’s cash flow forecasts for the Group for a period of five years from

31March 2025 that support the Director’s assessment and conclusion with respect to the

going concern basis of preparation of the financial statements

ș Assessing the reasonableness of management’s assumptions with respect to the following,

but not limited to: revenue growth, expenses growth and timing of cash flows

ș Evaluating the reasonableness of management’s downside scenarios and the assumptions

used, considering the impact on the expected receipt of cash from revenue streams and

future expenditure as well as the likelihood of these scenarios occurring

ș Reviewing the highly stressed scenario prepared by management where revenues are not

forecast to increase from current levels to assess the available headroom and performed

our own further sensitivity analysis

ș Assessing the overall Group liquidity and sufficiency of the cash reserves to cover

currentliabilities

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the Group’s ability to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In relation to the Group’s reporting on how it has applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the Directors’ statement in

the financial statements about whether the Directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

Opinion on the financial statements

In our opinion the financial statements:

ș Give a true and fair view of the state of the Group’s affairs as at 31 March 2025 and of its

profit for the year then ended

ș Have been properly prepared in accordance with International Financial Reporting

Standards (“IFRS”) as adopted by the European Union

ș Have been properly prepared in accordance with the requirements of the Companies

(Guernsey) Law, 2008

We have audited the consolidated financial statements of Foresight Group Holdings Limited

(the“Company”) and its subsidiaries (together the “Group”) for the year ended 31 March 2025

(the “financial statements”) which comprise the Consolidated statement of comprehensive

income, the Consolidated statement of financial position, the Consolidated statement of

changes in equity, the Consolidated cash flow statement and notes to the financial statements,

including the material accounting policy information. The financial reporting framework that

has been applied in their preparation is applicable law and International Financial Reporting

Standards (“IFRS”) as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in

the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide

abasis for our opinion. Our audit opinion is consistent with the additional report to the Audit

&Risk Committee.

Independence

Following the recommendation of the Audit & Risk Committee, we were appointed by the

Board of Directors on 14 April 2021 to audit the financial statements for the year ended

31March2021 and subsequent financial periods. The period of total uninterrupted

engagementincluding retenders and reappointments is five years, covering the years ended

31March2021 to 31March 2025. We remain independent of the Group in accordance with

the ethical requirements that are relevant to our audit of the financial statements in the UK,

including the FRC’s Ethical Standard as applied to listed public interest entities, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit

services prohibited by that standard were not provided to the Group.

158

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment,

the applicable financial reporting framework and the Group’s system of internal control.

On the basis of this, we identified and assessed the risks of material misstatement of the

Group financial statements including with respect to the consolidation process. We then

applied professional judgement to focus our audit procedures on the areas that posed the

greatest risksto the group financial statements. We continually assessed risks throughout our

audit, revising the risks where necessary, with the aim of reducing the group risk of material

misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

For the purpose of determining the Group audit scope and approach we considered

components on a legal entity basis. The Group engagement team performs procedures on

the entire financial information of the 7 UK components of the group that require audits for

statutory purposes.

We determined 7 other components were in scope based on the size and complexity of certain

balances included within these components. These entities are located in the UK, Australia,

Luxembourg and Spain. We used a combination of risk assessment procedures and further

audit procedures to obtain sufficient appropriate audit evidence including procedures on one

ormore classes of transactions, account balances or disclosures in each of the components.

The Group engagement team has performed all procedures directly, except for the procedures

in respect of Australian entities in scope which were performed by a component auditor, who

also performed statutory audits for these entities.

Overview

Key audit matters 2025 2024

Revenue recognition

✓ ✓

Valuation of intangible assets

(customer contracts)

✓ ✓

Accounting for business

combinations under IFRS 3

✗ ✓

In the prior year the 2nd key audit matter above was described as

“impairment of goodwill and intangibles”. This has been replaced

in the current year with “valuation of intangible assets (customer

contracts)” and excludes ‘goodwill’ as we determined there to be

significant headroom when assessing goodwill for indicators of

impairment.

Accounting for business combinations under IFRS 3 is not considered

to be a key audit matter in the current year as the size and complexity

of the business combination has reduced compared to past

acquisitions.

Materiality Group financial statements as a whole

£2,035,000 (2024: £1,716,000) based on 5% (2024: 5%) of Group

profit before tax.

159

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

An overview of the scope of our audit

Working with other auditors

As Group auditor, we determined the components at which audit work was performed, together

with the resources needed to perform this work. These resources included component auditors,

who formed part of the group engagement team. As Group auditor, we are solely responsible

for expressing an opinion on the financial statements.

In working with the component auditor, we held discussions on the significant areas of the

group audit relevant to the components based on our assessment of the group risks of material

misstatement. We issued our group audit instructions to the component auditor on the nature

and extent of their participation and role in the group audit, and on the group risks of material

misstatement.

We directed, supervised and reviewed the component auditors’ work. This included

holding meetings and calls during various phases of the audit, reviewing component auditor

documentation remotely and evaluating the appropriateness of the audit procedures

performed and the results thereof.

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group’s

operations and financial statements included:

ș Enquiries and challenge of management to understand the actions they have taken to

identify climate-related risks and their potential impacts on the financial statements and

adequately disclose climate-related risks within the Annual Report and financial statements

ș Our own qualitative risk assessment taking into consideration the sector in which the Group

operates and how climate change affects this particular sector

ș Review of the minutes of Board and Audit & Risk Committee meetings and other papers

related to climate change and performed a risk assessment as to how the impact of the

Group’s initiatives and action plans may affect the financial statements and our audit

ș Challenge of management on the extent to which climate-related considerations including

the expected cash flows from the initiatives and action plans have been reflected, where

appropriate, in the Directors’ going concern and viability assessments

The management disclosures in the Annual Report on sustainability form part of the “Other

Information”, rather than the audited financial statements. Our responsibilities in relation to the

“Other Information” are described in the relevant section of this report and our procedures

on these disclosures therefore consisted solely of considering whether they are materially

inconsistent with the financial statements or our knowledge obtained from the audit, or

otherwise appear to be materially misstated.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters

that were materially affected by climate-related risks and related commitments.

160

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

An overview of the scope of our audit

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the

audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matter How the scope of our audit addressed the key audit matter

Revenue recognition

Please refer to Note 4

Revenue is a key indicator in demonstrating the

performance of the Group, therefore there is an

incentive to overstate revenue.

There is a risk that revenue may be misstated

as a result of complex calculations, judgement

in the Net Asset Values (“NAVs”) of underlying

funds which drive revenue, use of inappropriate

accounting policies or from an inappropriate use

of judgments in calculating or determining the

recognition of revenue.

For these reasons we considered revenue

recognition to be a significant risk and a key

auditmatter.

We challenged management by reviewing the terms of the relevant agreement and re-calculating the derived fees. We also considered whether the fees recognised

comply with the requirements of IFRS 15.

Management and secretarial fees (82% of Group revenue):

NAV-based fees testing (54% of group revenue)

For 98% of NAV based management and secretarial fees, we obtained the relevant agreements to corroborate the basis of the fee and the fee rates used and

recalculated the fees earned, including calculating fee rebates (if applicable).

To determine the appropriateness of the NAV upon which fees are earned, we performed the following procedures:

ș Where the underlying funds are audited, we vouched the NAVs to the latest audited financial statements of the fund and reviewed the accounting policies for

investments to determine whether they were appropriate

ș For unaudited “periods” (e.g. quarters) we have vouched the NAVs to the relevant Regulatory News Service (“RNS”) announcements on the London Stock Exchange

(“LSE”) website (where the fund is listed) or to the investor reports or management accounts (where the fund is not listed)

ș We obtained Board and investment valuation committee approvals for a sample of periods of unaudited NAVs (where applicable) and understood the internal

process to determine the appropriateness of investment valuations

ș We understood the movements for each period (e.g quarter) and for the period with the largest movement we obtained a NAV bridge (or similar) and considered

whether the drivers of movements were in line with our expectations and corroborated to external evidence where possible (such as RNS announcement and

external evidence regarding movements in asset valuations, including consulting with our internal valuation experts)

ș We considered whether movements in NAVs were in line with our understanding and expectations based on the wider market and share price (for example whether

movements are in line with other listed infrastructure/private equity funds or the funds’ own share price movements)

ș Where applicable we performed a review of the historical accuracy of past valuations by comparing the unaudited NAVs per RNS announcements (for listed funds)

or valuation workbooks, with the NAVs in audited financial statements. We also identified whether disposals were made at a profit or loss in the fund’s audited

financial statements as an indication of the historical accuracy of NAVs

ș We also performed internet searches to identify any events which may contradict the valuation movement in the period and/or indicate an impairment in

accordance with IAS 36

ș We considered whether there was any indication of inconsistency in movements across NAVs for funds with similar types of assets and considered whether there

were any indications of overall management bias

161

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

Key audit matter How the scope of our audit addressed the key audit matter

Revenue recognition

Please refer to Note 4

Management and secretarial fees (82% of Group revenue):

Non-NAV-based fees testing (28% of group revenue)

ș For a sample of commitment-based and fixed fees, we obtained the relevant agreements to check the basis of the fee, the fee rates used and recalculated the fees earned

ș For commitment-based fees, we confirmed the total commitments to underlying agreements as well as amounts drawn/undrawn to drawdown notices and other

supporting documentation, where relevant

ș For any fixed fees, we agreed the fee earned to agreements and where there was an annual Retail Price Index (“RPI”) uplift to the fixed fee, we have recalculated the

annual RPI uplifts for accuracy using the details of the agreement and the RPI from the Office for National Statistics (ONS)

ș We assessed the appropriateness of recognising revenue over time for both management and secretarial fees in accordance with IFRS 15

Marketing fees (9% of group revenue):

ș For a sample of marketing fees we obtained investor application forms to evidence the investor commitments and recalculated the fee in line with the prospectus

Directors’ and monitoring fees (5% of group revenue):

ș For a sample of Directors’ and monitoring fees, we obtained the relevant agreements to check the basis and amount of the fee. Where there was an annual RPI

uplift to the fee, we have recalculated the annual uplifts for accuracy using the details of the RPI from ONS

ș For Director fees, we checked that the Directors were a Director of the underlying portfolio company as per Companies House and were also employed or a

member of entities within the Group

ș For the catch-up fees recognised in the year, we challenged the appropriate recognition of the fee in accordance with IFRS 15. We obtained a signed fee letter

and challenged management on the timeliness of recognition. We also obtained direct confirmation from the underlying fund’s Board confirming agreement of the

nature and amount of fee earned. We also agreed the receipt of the catch-up fees to bank statements post year end as well as considered the appropriateness of

disclosures and impact on Alternative Performance Measures (APMs) of these additional fees earned

Performance incentive fees (3% of revenue):

ș We have inspected the agreements to check the existence of a performance fee and recalculated the fee in line with the agreement to determine its accuracy

ș We obtained supporting evidence to check the right to recognise performance fees typically based on achieving a certain level of total return or the crystallisation

of gains

ș We agreed the receipt of the fee to bank statements

Arrangement fees (1% of group revenue):

ș For a sample of arrangement fees, we obtained the relevant investment agreement or share purchase agreement and recalculated the fees in accordance with the

terms of the contract

Key observations:

Based on the procedures performed, we consider the recognition of revenue to be reasonable

An overview of the scope of our audit | Key audit matters

162

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

Key audit matter How the scope of our audit addressed the key audit matter

Valuation of intangible assets

(customer contracts)

Please refer to Notes 3b, 14 and 31

There is a risk that the value of intangible assets

(customer contracts) is overstated and should

beimpaired.

Due to the judgement and estimates involved

in determining the carrying value of intangibles

(customer contracts), we have identified a risk that

management could overstate the value of these

assets. Relevant indicators of impairment may not

be identified by management, or there could be

manipulation of the calculation of any impairment

charge. This is particularly relevant for the

current year where the Group have recognised an

impairment in relation to the customer contracts

acquired as part of the Infrastructure Capital

acquisition. This was a result of fund redemptions

and anticipated reduction in future cash flows.

For these reasons we considered the valuation

of intangible assets (customer contracts) to be a

significant risk and a key audit matter.

For intangibles (customer contracts) recognised as part of prior acquisitions, we performed the following procedures:

ș We obtained management’s assessment of the identified CGUs and potential indicators of impairment and challenged the assumptions and conclusion reached

bymanagement

ș We performed our independent research to identify any internal or external indicators of impairment to assess against management’s conclusions on indicators

ofimpairment

ș Where an indicator of impairment has been identified, we obtained the calculation of the recoverable amount of the intangible assets prepared by management

and challenged key estimates, judgements and assumptions including the WACC, useful economic life, the timing, nature and amount of future cash flows, and the

appropriateness of using value in use to determine the recoverable amount

ș We engaged our internal experts to review the valuation methodology, accuracy of the model and inputs into deriving the WACC

ș We reviewed the calculations and agreed inputs back to supporting documentation and/or external market sources, where relevant

ș Where the recoverable amount has been determined to be lower than the carrying value, we have ensured that an impairment charge has been appropriately

recognised

For the intangible asset (customer contract) recognised in the current year as part of the acquisition of WHEB Asset Management LLP (“WHEB”), we performed the

following procedures:

ș We obtained the valuation memo and workings of management’s expert who performed the valuation of identifiable intangible assets acquired as part of the

business combination

ș We considered the competence of management’s experts by assessing their credentials

ș We challenged key estimates, judgements and assumptions including the WACC, growth rate, useful economic life and the timing, nature and amount of future

cashflows

ș We consulted with our internal experts to consider the appropriateness of the WACC

ș We recalculated the valuation of the intangible assets recognised

Key observations:

Based on the procedures performed, we consider the valuation of intangible assets (customer contracts) to be reasonable

An overview of the scope of our audit | Key audit matters

163

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

Group financial statements

Rationale for the percentage

applied for performance

materiality

70% was determined based on the risk assessment which

comprised, but was not limited to, consideration of the

Company being premium listed; findings from previous audits;

existence of financial statement areas subject to estimation

uncertainty and complexity; and review of the Group’s

overall control environment.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each

component of the Group, based on a percentage of between 45% and 90% (2024: between 76%

and 95%) of Group performance materiality dependent on a number of factors including size,

level of aggregation risk, statutory audit performance materiality and our assessment of the risk

of material misstatement of those components. Component performance materiality ranged

from £632,700 to £1,140,000 (2024: £917,000 to £1,140,000).

Reporting threshold

We agreed with the Audit & Risk Committee that we would report to them all individual audit

differences in excess of £100,000 (2024: £86,000). We also agreed to report differences below

this threshold that, in our view, warranted reporting on qualitative grounds.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in

evaluating the effect of misstatements. We consider materiality to be the magnitude by which

misstatements, including omissions, could influence the economic decisions of reasonable users

that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed

materiality, we use a lower materiality level, performance materiality, to determine the extent

of testing needed. Importantly, misstatements below these levels will not necessarily be

evaluated as immaterial as we also take account of the nature of identified misstatements, and

the particular circumstances of their occurrence, when evaluating their effect on the financial

statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as

a whole and performance materiality as follows:

Group financial statements

2025

£

2024

£

Materiality 2,035,000 1,716,000

Basis for determining

materiality

5% of Group profit before tax

Rationale for the benchmark

applied

This was determined as the most appropriate benchmark

given that profit before tax is an important measure for users

of the financial statements in assessing the performance of

the Group.

Performance materiality 1,424,000 1,200,000

Basis for determining

performance materiality

70% of materiality

164

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

Going concern and

longer-term viability

ș The Directors’ statement with regard to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified set out on page 151.

ș The Directors’ explanation as to their assessment of the

Group’s prospects, the period this assessment covers and

why the period is appropriate set out on page 151.

ș The Directors’ statement on whether they have a reasonable

expectation that the Group will be able to continue in

operation and meet its liabilities set out on page 151.

Other Code provisions ș Directors’ statement on fair, balanced and understandable

set out on page 157.

ș Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out

onpages 36 to 46.

ș The section of the Annual Report that describes the review

of effectiveness of risk management and internal control

systems set out on pages 36 to 46.

ș The section describing the work of the Audit & Risk

Committee set out on page pages 132 to 139.

Other Companies (Guernsey) Law, 2008 reporting

We have nothing to report in respect of the following matters where the Companies (Guernsey)

Law, 2008 requires us to report to you if, in our opinion:

ș Proper accounting records have not been kept by the Parent Company

ș The financial statements are not in agreement with the accounting records

ș We have failed to obtain all the information and explanations which, to the best of our

knowledge and belief, are necessary for the purposes of our audit

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report and Financial Statements, other than the financial

statements and our auditor’s report thereon. Our opinion on the financial statements does not

cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon. Our responsibility is to read

the other information and, in doing so, consider whether the other information is materially

inconsistent with the financial statements or our knowledge obtained in the course of the audit,

or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether this gives rise to a

material misstatement in the financial statements themselves. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Corporate governance statement

The UK Listing Rules require us to review the Directors’ statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Statement relating to

compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the Corporate Governance Statement is materially consistent with the

financial statements, or our knowledge obtained during the audit.

165

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

We considered the significant laws and regulations to be International Financial Reporting

Standards (“IFRSs”) as adopted by the European Union, UK Listing Rules, the FCA rules, the

principles of the UK Corporate Governance Code, UK, Guernsey and Australian tax legislation

and the Companies (Guernsey) Law 2008.

The Group is also subject to laws and regulations where the consequence of non-compliance

could have a material effect on the amount or disclosures in the financial statements, for

example through the imposition of fines or litigations. Our procedures in respect of the above

included:

ș Discussions held with management, Directors and the Audit & Risk Committee and review of

correspondence with regulators and review of minutes of Board meetings to assess how the

Group is complying with these laws and regulations

ș Review of correspondence with regulatory and tax authorities for any instances of

non-compliance with laws and regulations

ș Review of financial statement disclosures and agreement to supporting documentation

ș Involvement of internal tax specialists in the audit

ș Review of legal expenditure accounts to identify any legal or regulatory matters

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including

fraud. Our risk assessment procedures included:

ș Enquiry with management and those charged with governance regarding any known or

suspected instances of fraud

ș Obtaining an understanding of the Group’s policies and procedures relating to:

ș Detecting and responding to the risks of fraud

ș Internal controls established to mitigate risks related to fraud

ș Review of minutes of meetings of those charged with governance for any known or

suspected instances of fraud

ș Discussion amongst the engagement team as to how and where fraud might occur in the

financial statements

ș Performing analytical procedures to identify any unusual or unexpected relationships that

may indicate risks of material misstatement due to fraud

ș Considering remuneration incentive schemes and performance targets and the related

financial statement areas impacted by these

Responsibilities of Directors

As explained more fully in the Responsibility Statement of the Directors, the Directors are

responsible for the preparation of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the Directors determine is necessary

to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend

toliquidate the Group or to cease operations, orhave no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

ș Our understanding of the Group and the industry in which it operates

ș Discussion with management and those charged with governance, including the Audit & Risk

Committee

ș Obtaining an understanding of the Group’s policies and procedures regarding compliance

with laws and regulations

166

Foresight Group Holdings Limited

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Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Independent Auditor’s report

To the members of Foresight Group Holdings Limited

A further description of our responsibilities is available on the Financial Reporting Council’s

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor’sreport.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section

262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that

we might state to the Company’s members those matters we are required to state to them in

an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the Company and the Company’s

members, as a body, for our audit work, for this report, or for the opinions we have formed.

Elizabeth Hooper (Senior Statutory Auditor)

For and on behalf of BDO LLP,

Statutory Auditor

London, UK

25 June 2025

BDO LLP is a limited liability partnership registered in England and Wales (with registered

number OC305127)

Auditor’s responsibilities for the audit of the financial statements | Fraud

Based on our risk assessment, we considered the areas most susceptible to fraud to be

revenue recognition in particular for the NAV-based revenue streams, the valuation of intangible

assets (customer contracts) and management override.

Our procedures in respect of the above included:

ș Testing a sample of journal entries throughout the year, which met a defined risk criteria,

byagreeing to supporting documentation

ș Reviewing the consolidation and, in particular, late journals posted at consolidation level

oradjustments made as part of the financial statement process

ș Incorporating an element of unpredictability into our procedures by testing a sample

oflower risk journals

ș Assessing significant estimates and judgements made by management in the financial

statements to assess their appropriateness and the existence of any bias, particularly in

relation to the Net Asset Values of funds which drive management and secretarial fees (see

procedures set out in the key audit matters section above) and other key areas of judgement

ș Other key procedures set out in the key audit matters section above, addressing the risk of

fraud in revenue recognition and the valuation of intangible assets (customer contracts)

ș Obtaining an understanding of the business rationale for significant transactions that are

outside the normal course of business or that appear to be unusual

ș Reviewing unadjusted audit difference for indication of bias or deliberate misstatement

We also communicated relevant identified laws and regulations and potential fraud risks to

all engagement team members, including component auditors, who were all deemed to have

appropriate competence and capabilities and remained alert to any indications of fraud or

non-compliance with laws and regulations throughout the audit. For component auditors,

wealso reviewed the result of their work performed in this regard.

Our audit procedures were designed to respond to risks of material misstatement in the

financial statements, recognising that the risk of not detecting a material misstatement due

to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery, misrepresentations or through collusion.

There are inherent limitations in the audit procedures performed and the further removed

non-compliance with laws and regulations is from the events and transactions reflected in

thefinancial statements, the less likely we are to become aware of it.

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Additional Information

Consolidated statement of comprehensive income

For the year ended 31 March 2025

| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Revenue | 4 | 153,989 | 141,326
Cost of sales | | (7,790) | (7,304)
Gross profit | | 146,199 | 134,022
Administrative expenses | 6 | (106,198) | (100,939)
Other operating income | 9 | 123 | —
Operating profit | | 40,124 | 33,083
Gain on business combination | 31 | — | 16
Finance income | 10 | 1,648 | 1,309
Finance expenses | 10 | (1,188) | (564)
Fair value gains on investments | 15 | 75 | 278
Fair value gains on contingent consideration (incl. finance expense) | 23 | 45 | 190
Profit on ordinary activities before taxation | | 40,704 | 34,312
Tax on profit on ordinary activities | 11 | (7,459) | (7,878)
Profit for the period attributable to Ordinary Shareholders | | 33,245 | 26,434
Other comprehensive income | | |
Items that will or may be reclassified to profit or loss: | | |
Translation differences on foreign subsidiaries | | (1,205) | (1,679)
Total comprehensive income | | 32,040 | 24,755
Earnings per share attributable to Ordinary Shareholders | | |
Basic (pence) | 12 | 28.9 | 22.8
Diluted (pence) | 12 | 28.0 | 22.2

The notes on pages 175 to 228 form part of this financial information.

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Consolidated statement of financial position

As at 31 March 2025

| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Non-current liabilities | | |
Loans and borrowings | 21 | (242) | (388)
Lease liabilities | 22 | (17,916) | (4,365)
Acquisition-related liabilities | 23 | (226) | (3,825)
Provisions | 24 | (895) | (855)
Deferred tax liability | 25 | (10,642) | (13,273)
| | (29,921) | (22,706)
Net assets | | 85,265 | 88,574
Equity | | |
Share capital | 27 | — | —
Share premium | 27 | 61,441 | 61,886
Shares held in escrow reserve | 27 | (8,103) | (16,206)
Own share reserve | 27 | (1,844) | (1,195)
Treasury share reserve | 27 | (10,280) | (967)
Share-based payment reserve | 27 | 10,959 | 14,628
Group reorganisation reserve | 27 | 30 | 30
Foreign exchange reserve | 27 | (5,814) | (4,609)
Retained earnings | 27 | 38,876 | 35,007
Total equity | | 85,265 | 88,574

The financial statements were approved and authorised for issue by the Board of Directors on

25 June 2025 and were signed on its behalf by:

Gary Fraser Geoffrey Gavey

Chief Financial Officer Director

The notes on pages 175 to 228 form part of this financial information.

| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Non-current assets | | |
Property, plant and equipment | 13 | 2,350 | 2,330
Right-of-use assets | 22 | 16,506 | 5,768
Intangible assets | 14 | 53,365 | 61,364
Investments at FVTPL | 15 | 5,420 | 4,726
Deferred tax asset | 25 | 1,615 | 1,563
Contract costs | 17 | 4,903 | 2,777
Trade and other receivables | 18 | 1,339 | 1,242
| | 85,498 | 79,770
Current assets | | |
Derivative assets | 16 | — | 473
Contract costs | 17 | 860 | 598
Trade and other receivables | 18 | 37,539 | 27,486
Cash and cash equivalents | 19 | 43,252 | 45,004
| | 81,651 | 73,561
Current liabilities | | |
Trade and other payables | 20 | (45,420) | (38,028)
Loans and borrowings | 21 | (138) | (121)
Lease liabilities | 22 | (1,146) | (2,897)
Acquisition-related liabilities | 23 | (5,259) | (1,005)
| | (51,963) | (42,051)
Net current assets | | 29,688 | 31,510

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Additional Information

Consolidated statement of changes in equity

For the year ended 31 March 2025

| | | | Shares held | | | Share-based | Group | Foreign | |
| | Share | Share | in escrow | Own share | Treasury share | payment | reorganisation | exchange | Retained | Total
| | capital | premium | reserve | reserve | reserve | reserve | reserve | reserve | earnings | equity
| Note | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
At 1 April 2023 | | — | 61,886 | (26,496) | (729) | — | 11,118 | 30 | (2,930) | 34,360 | 77,239
Profit for the period | | — | — | — | — | — | — | — | — | 26,434 | 26,434
Other comprehensive income | | — | — | — | — | — | — | — | (1,679) | — | (1,679)

Contributions by and

distributions to owners

Dividends | 28 | — | — | — | — | — | — | — | — | (25,787) | (25,787)
Purchase of own shares | 27 | — | — | — | (466) | (967) | — | — | — | — | (1,433)
Share-based payments | 27 | — | — | — | — | — | 13,675 | — | — | — | 13,675
Deferred tax | 25 | — | — | — | — | — | 125 | — | — | — | 125
Transfer on vesting of initial | | | | | | | | | | |
consideration shares issued | | | | | | | | | | |
for Infrastructure Capital | | | | | | | | | | |
acquisition | 27 | — | — | 10,290 | — | — | (10,290) | — | — | — | —
At 31 March 2024 | | — | 61,886 | (16,206) | (1,195) | (967) | 14,628 | 30 | (4,609) | 35,007 | 88,574

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Consolidated statement of changes in equity

For the year ended 31 March 2025

| | | | Shares held | | | Share-based | Group | Foreign | |
| | Share | Share | in escrow | Own share | Treasury share | payment | reorganisation | exchange | Retained | Total
| | capital | premium | reserve | reserve | reserve | reserve | reserve | reserve | earnings | equity
| Note | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
At 31 March 2024 | | — | 61,886 | (16,206) | (1,195) | (967) | 14,628 | 30 | (4,609) | 35,007 | 88,574
Profit for the period | | — | — | — | — | — | — | — | — | 33,245 | 33,245
Other comprehensive income | | — | — | — | — | — | — | — | (1,205) | — | (1,205)

Contributions by and

distributions to owners

Premium on shares issued on

vesting of the Performance

Share Plan | 27 | — | 105 | — | — | — | (105) | — | — | — | —
Dividends | 28 | — | — | — | — | — | — | — | — | (26,465) | (26,465)
Purchase of own shares | 27 | — | — | — | (649) | (15,989) | — | — | — | — | (16,638)
Transfer of treasury shares | | | | | | | | | | |
on exercise of share options | 27 | — | — | — | — | 4,133 | — | — | — | (4,133) | —

Transfer on exercise of

share options

27

—

—

—

—

—

(1,222)

—

—

1,222

—

Sale of treasury shares | 27 | — | (550) | — | — | 2,543 | — | — | — | — | 1,993
Share-based payments | 27 | — | — | — | — | — | 5,701 | — | — | — | 5,701
Deferred tax | 25 | — | — | — | — | — | 60 | — | — | — | 60
Transfer on vesting of initial | | | | | | | | | | |
consideration shares issued | | | | | | | | | | |
for Infrastructure Capital | | | | | | | | | | |
acquisition | 27 | — | — | 8,103 | — | — | (8,103) | — | — | — | —
At 31 March 2025 | | — | 61,441 | (8,103) | (1,844) | (10,280) | 10,959 | 30 | (5,814) | 38,876 | 85,265

The notes on pages 175 to 228 form part of this financial information.

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Consolidated cash flow statement

For the year ended 31 March 2025

| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Cash flows from operating activities | | |
Profit on ordinary activities before taxation | | 40,704 | 34,312
Adjustments for: | | |
Gain on business combination | | — | (16)
Fair value gains on investments | 15 | (75) | (278)
Finance expenses | 10 | 1,188 | 564
Finance income | 10 | (1,648) | (1,309)
Fair value gains on contingent consideration (incl. finance expense) | 23 | (45) | (190)
Share-based payment (including share-based staff costs – acquisitions) | 8 | 5,726 | 13,730
Staff costs – acquisitions (excluding share-based staff costs – acquisitions) | 7 | 1,456 | 427
Amortisation in relation to intangible assets (customer contracts) | 6 | 2,930 | 3,211
Depreciation and amortisation (excluding amortisation in relation to intangible assets (customer contracts)) | 6 | 3,191 | 3,227
Impairment of intangible assets (customer contracts) | 6 | 9,275 | 2,895
Reversal of impairment of intangible assets (customer contracts) | 6 | (2,930) | —
Loss on disposal of tangible and intangible fixed assets | 6 | — | 5
Loss on disposal group classified as held for sale | | — | 23
Foreign currency losses/(gains) | | 171 | (281)
(Increase)/decrease in contract costs | | (2,388) | 590
Increase in trade and other receivables | | (10,150) | (6,916)
Increase/(decrease) in trade and other payables | | 9,443 | (238)
Cash generated from operations | | 56,848 | 49,756
Tax paid | | (12,730) | (5,082)
Net cash from operating activities | | 44,118 | 44,674

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| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Cash flows used in investing activities | | |
Acquisition of property, plant and equipment | 13 | (1,029) | (790)

Acquisition of intangible assets

1

14

(1,402)

(5)

Acquisition of investments at FVTPL | 15 | (1,266) | (869)
Proceeds on sale of investments at FVTPL | 15 | 647 | 388
Proceeds from derivative instruments | 16 | 554 | 609
Interest received | 10 | 1,567 | 875
Proceeds from disposal group classified as held for sale | | — | 40
Contingent consideration paid | 23 | (1,012) | (1,221)
Acquisition of WHEB net of cash and cash equivalents acquired | 31 | (1,000) | —
Acquisition of Wellspring net of cash and cash equivalents acquired | 31 | — | (4,677)
Net cash used in investing activities | | (2,941) | (5,650)
Cash flows used in financing activities | | |
Dividends and distributions to equity members | 28 | (26,465) | (25,787)
FGLLP members’ capital contributions | 20 | (24) | (744)
Purchase of own shares | 27 | (649) | (466)
Purchase of treasury shares | 27 | (15,841) | (967)
Proceeds on sale of treasury shares | 27 | 1,993 | —
Principal paid on lease liabilities | 22 | (1,112) | (2,669)
Interest paid on lease liabilities | 22 | (1,050) | (463)
Principal paid on loan liabilities | 21 | (121) | (2,545)

Consolidated cash flow statement

For the year ended 31 March 2025

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Consolidated cash flow statement

For the year ended 31 March 2025

| | 31 March | 31 March
| | 2025 | 2024
| Note | £000 | £000
Interest paid on loan liabilities | 21 | (37) | (130)
Other interest paid | 10 | (69) | (10)
Net cash used in financing activities | | (43,375) | (33,781)
Net (decrease)/increase in cash and cash equivalents | | (2,198) | 5,243
Cash and cash equivalents at beginning of period | 19 | 45,004 | 39,761
Exchange gains on cash and cash equivalents | | 446 | —
Cash and cash equivalents at end of period | 19 | 43,252 | 45,004

1. Acquisition of intangible assets relate to cash paid for software of £533,000 and the cash paid for the acquisition of the Healthcare share class of Thames Ventures VCT 2 plc of $869,000. See note 14.

The notes on pages 175 to 228 form part of this financial information.

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Notes to the financial statements

For the year ended 31 March 2025

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 London Stock Exchange in

the Equity Shares (Commercial Companies) category on the Official List. The registered office is

located at PO Box 650, 1st Floor Royal Chambers, St Julian’s Avenue, St Peter Port, Guernsey,

GY1 3JX. The consolidated financial statements (the “Group financial statements”) comprise the

financial statements of the Company and its subsidiaries. Details of subsidiaries are disclosed in

the appendices to the financial statements on pages 237 to 240.

The Group is principally involved in the provision of the management of infrastructure assets,

private equity investments and OEICs for both institutional and retail investors.

Going concern

These financial statements have been prepared on the going concern basis.

The Directors of the Group have considered the resilience of the Group, taking into account

its current financial position and the principal and emerging risks facing the business. The

Board reviewed the Group’s cash flow forecasts and trading budgets for a period of 12 months

from the date of approval of these accounts as part of its overall review of the Group’s five

year plan, and concluded that, taking into account plausible downside scenarios that could

reasonably be anticipated, the Group will have sufficient funds to pay its liabilities as they fall

due for that period. Taking into consideration the wider economic environment, the forecasts

have been stress tested to ensure that a robust assessment of the Group’s working capital and

cash requirements has been performed. The stress test scenarios adopted involved severe

but plausible downside scenarios with respect to the Group’s trading performance. Downside

scenarios included a material reduction in revenues through 50% lower fundraising, 25% lower

deployment and 10% reduction in valuation of the funds managed by the Group. Any mitigating

actions available to protect working capital and strengthen the statement of financial position,

including deferring non-essential capital expenditure and increased cost control, were also

taken into account.

In considering the above, the Directors have formed the view that the Group will generate

sufficient cash to meet its ongoing liabilities as they fall due for at least the next 12 months;

accordingly, the going concern basis of preparation has been adopted. This confirmation should

be reviewed alongside the Group’s viability statement on page 47.

2. Basis of preparation and other reporting matters

2a. Basis of preparation

The Group financial statements have been prepared in accordance with International Financial

Reporting Standards (“IFRS”) as adopted by the European Union.

The Company has taken advantage of the exemption in section 244 of the Companies

(Guernsey) Law, 2008 (as amended), not to present its own individual financial statements

or related notes.

The consolidated financial statements have been prepared on a historical cost basis, except

for investments, derivatives and acquisition-related liabilities that have been measured at

fair value.

The financial information is presented in sterling, which is the Company’s functional currency.

All information is given to the nearest thousand (except where specified otherwise).

2b. Alternative performance measures (“APMs”)

The Group has identified measures that it believes will assist the understanding of the

performance of the business. These APMs are not defined or specified under the requirements

of IFRS. The Group believes that these APMs, which are not considered to be a substitute for,

or superior to, IFRS measures, provide stakeholders with additional useful information on the

underlying trends, performance and position of the Group and are consistent with how business

performance is measured internally. The APMs are not defined by IFRS and therefore may not

be directly comparable with other companies’ APMs.

The Group uses core EBITDA pre-SBP as its key performance measure because the Group

believes this reflects the trading performance of the underlying business, without the variability

in the fair value measurement of the share-based payments charge. This is presented

consistently with previous periods.

Introduced in FY23, the Group also presented profit before non-underlying items as an APM,

which excluded non-underlying items from statutory measures and in particular removed the

impact of the business combinations. This was shown in a separate column in the statement

of comprehensive income. Consequently, the Group calculated earnings per share before

non-underlying items. During FY25, the Group took the opportunity to simplify its financial

reporting following engagement with Shareholders and analysts and to create a performance

measure that excludes the impact of business combinations and restructuring activities and

provide an adjusted earnings per share measure that accurately reflects the performance of the

business and can be comparable against future periods.

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For the year ended 31 March 2025

2. Basis of preparation and other reporting matters | 2b. Alternative performance

measures (“APMs”)

The impact of the simplification is to no longer present non-underlying items and as a result,

profit before non-underlying items and earnings per share before non-underlying items as

reported APMs and instead present adjusted profit and adjusted earnings per share as APMs.

The columnar approach in the statement of comprehensive income has therefore also been

removed. Adjusted profit bridges between statutory profit after tax and core EBITDA pre-SBP and

will be used for calculation of adjusted earnings per share and the Group dividend. Adjustments

to statutory profit after tax to calculate adjusted profit arise from business combinations and

restructuring activities as described above. Examples of adjustments from business combinations

include amortisation of customer contracts, impairment charges, post-combination expenses

for earn-outs and acquisition legal and professional costs. Examples from restructuring activities

include associated legal and professional costs, redundancy payments and other non-operational

staff costs. Further adjustments to reach core EBITDA pre-SBP include depreciation and

amortisation, finance income and expense, tax and share-based payments. As adjusted profit

includes the benefits of major business combinations but excludes significant costs, this may

result in adjusted profit being materially higher or lower than statutory profit.

The Group has also now introduced core administrative expenses and non-core administrative

expenses as APMs. Core administrative expenses are those expenses that are included in core

EBITDA pre-SBP and are the operating expenses of the business. Non-core administrative expenses

are those expenses which are add backs to statutory profit after tax or adjusted profit (or both).

The Group believes that core administrative expenses may provide prospective investors with a

meaningful supplemental measure to evaluate the efficiency of the business given the expected

improvement in core EBITDA pre-SBP % used to measure the business growth. Other alternative

performance measures include recurring revenues, core EBITDA pre-SBP margin, dividend payout

ratio and assets and funds under management (“AUM”, “FUM”). The APMs are set out in the

appendices to the financial statements on pages 229 to 236, including explanations of how they

are calculated and how they are reconciled to a statutory measure where relevant.

2c. Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and

its subsidiaries as at 31 March 2025. 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:

ș Power over the investee (i.e. existing rights that give it the current ability to direct the

relevant activities of the investee)

ș Exposure, or rights, to variable returns from its involvement with the investee

ș 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:

ș The contractual arrangement(s) with the other vote holders of the investee

ș Rights arising from other contractual arrangements

ș The Group’s voting rights and potential voting rights

The Group reassesses 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 the statement of comprehensive income. Any investment retained is

recognised at fair value.

Details of the investments in related undertakings, comprising subsidiaries, are included in the

appendices to the financial statements on pages 237 to 240.

2d. Impact of sustainability and climate change on preparation of the

financial statements

Climate change and sustainability risks have been considered and assessed in the preparation

of the consolidated financial statements for the year ended 31 March 2025. No material impact

has been identified on the estimates and judgements made, however.

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Notes to the financial statements

For the year ended 31 March 2025

3. Material accounting policies

This section sets out the material accounting policies of the Group that relate to the financial

statements. Where a material accounting policy is specific to one note, the policy is described

in the note to which it relates. The material 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 2024 or will become

effective in later periods.

New standards, interpretations and amendments adopted from 1 April 2024

The following amendments were effective for the period beginning 1 April 2024:

Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

Classification of Liabilities as Current or Non-current and Non-current Liabilities with

Covenants (Amendments to IAS 1)

These amendments have had no effect on the measurement or presentation of any items in the

consolidated financial statements of the Group.

New standards not yet effective

There are a number of standards, amendments to standards, and interpretations which have

been issued by the IASB that are effective in future accounting periods that the Group has

decided not to adopt early. The impact on the Group’s financial statements of standards not

yet effective is still being assessed.

3a. Foreign exchange

For Group entities whose functional and presentational currency is sterling, monetary assets

and liabilities in foreign currencies are translated into sterling at the exchange rate ruling at

the statement of financial position date. Transactions in foreign currencies are translated into

sterling at the exchange rate ruling at the date of transaction. Exchange differences are taken

into account in arriving at the operating profit or loss.

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 statement of financial position

date, with transactions translated at average monthly exchange rates.

Resulting exchange differences are recognised as a separate component of other

comprehensive income and are also recognised in the foreign exchange reserve within equity.

Any differences are recycled to the income statement on disposal or liquidation of the relevant

branch or subsidiary.

3b. Use of judgements and estimates

The preparation of the financial statements requires the Group 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 contingencies 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, it 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:

ș Share-based payments grant date fair value – see note 8

ș Recoverable amount of intangible assets – see note 14

ș Contingent consideration – see note 23

ș Remuneration for post-combinations services – see note 23

Key judgements

These are as follows:

ș Impairment and reversal of impairment of intangible assets – see note 14

ș Identification of the relevant cash-generating unit for impairment testing – see note 14

ș Contract costs – see note 17

ș Determining if an acquisition constitutes a business combination – see note 31

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For the year ended 31 March 2025

4. Revenue

Accounting policy:

The principal components of revenue which fall within the scope of IFRS 15 comprise

management fees, secretarial fees, directors’ and monitoring fees, marketing fees,

arrangement fees and performance incentive fees, which are contractual arrangements that

the Group operates as principal.

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’ and

monitoring fees are generally based on a specified fixed fee agreed with the customer.

Management, secretarial and directors’ and monitoring 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 or management have certainty as to

the receipt of such revenue, such that it is highly probable that a significant reversal in the

amount of revenue recognised will not occur and when the fees can be measured reliably.

Arrangement fees are based on a set rate agreed with the customer and recognised at the

point in time when the related service obligations have been achieved.

Performance incentive fees are based on the returns achieved over a predetermined

threshold as defined in the funds’ Prospectus or offering documents and are recognised

only at the point in time when management have certainty as to the receipt of such revenue,

such that it is highly probable that a significant reversal in the amount of revenue recognised

will not occur and when the fees can be measured reliably.

Other income is based on the contract agreed before services are provided and is

recognised in line with the delivery of the services provided.

The Group does not provide extended payment terms on its services and therefore no

significant financing components are identified by the Group.

The NAVs which are used to calculate management fees are subject to the Group’s fund

Valuations Policy which sets out acceptable methodologies that may be applied in valuing

a fund’s investments. Each quarter, each Investment Manager or Valuations team values

their investments in accordance with the guidelines of this policy, typically the International

Private Equity and Venture Capital (“IPEV”) Valuation Guidelines (December 2022) developed

by the British Venture Capital Association and other organisations. These valuations are then

approved by the Group’s valuation committee and where relevant are also approved by the

independent Boards of each fund.

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4. Revenue

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Management fees | 122,697 | 115,580
Secretarial fees | 2,694 | 3,152
Directors’ and monitoring fees | 8,002 | 3,640
Recurring revenue | 133,393 | 122,372
Marketing fees | 13,807 | 9,931
Arrangement fees | 1,624 | 5,139
Performance incentive fees | 5,165 | 3,879
Other income | — | 5
| 153,989 | 141,326

Directors’ and monitoring fees include additional catch-up fees negotiated in the year of

£3.5 million and management fees include an additional fee of £1.5 million for exceptional

services provided during the year. Although these amounts fall within the definition of recurring

revenue, the amount expected to be generated in future years is smaller.

The timing of revenue is as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Timing of transfer of goods and services: | |
Point in time | 20,596 | 18,954
Over time | 133,393 | 122,372
| 153,989 | 141,326

Contract balances are as follows:

| 31 March | 31 March
| 2025 | 2024
| Contract | Contract
| liabilities | liabilities
| £000 | £000
At beginning of period | (7,361) | (5,790)

Amounts included in contract liabilities that were recognised as

revenue during the period

7,361

5,790

Cash received in advance of performance and not recognised as

revenue during the period

(11,493)

(7,361)

At end of period | (11,493) | (7,361)

The timing of revenue recognition, billings and cash collections results in either trade

receivables, accrued income (included in trade receivables) 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.

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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.

The Group’s Senior Management assesses the performance of the operating segments based on core EBITDA pre-SBP. See appendices to the financial statements for further explanation.

| | 31 March 2025 | | | | 31 March 2024 | |
| Infrastructure | Private Equity | FCM | Total | Infrastructure | Private Equity | FCM | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Revenue | 95,890 | 50,523 | 7,576 | 153,989 | 84,174 | 47,350 | 9,802 | 141,326
Cost of sales | (4,994) | (1,232) | (1,564) | (7,790) | (4,389) | (981) | (1,934) | (7,304)
Gross profit | 90,896 | 49,291 | 6,012 | 146,199 | 79,785 | 46,369 | 7,868 | 134,022
Administrative expenses | (69,835) | (29,889) | (6,474) | (106,198) | (64,125) | (29,601) | (7,213) | (100,939)
Other operating income | 118 | 4 | 1 | 123 | — | — | — | —
Operating profit | 21,179 | 19,406 | (461) | 40,124 | 15,660 | 16,768 | 655 | 33,083
Non-operating items | 395 | 161 | 24 | 580 | 733 | 471 | 25 | 1,229
Profit on ordinary activities before taxation | 21,574 | 19,567 | (437) | 40,704 | 16,393 | 17,239 | 680 | 34,312
Non-core administrative expenses | 18,239 | 2,779 | 922 | 21,940 | 19,363 | 5,558 | 929 | 25,850
Gain on business combination | — | — | — | — | (16) | — | — | (16)
Fair value losses on contingent consideration (incl. finance expense) | — | (45) | — | (45) | — | (190) | — | (190)
Finance income and expense (excluding fair value gain on derivative) | (344) | (11) | (24) | (379) | (300) | 14 | (25) | (311)
Foreign exchange on acquisitions | — | — | — | — | (348) | — | — | (348)
Core EBITDA pre-SBP | 39,469 | 22,290 | 461 | 62,220 | 35,092 | 22,621 | 1,584 | 59,297

Notes to the financial statements

For the year ended 31 March 2025

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5. Business segments

The Group has recognised an impairment charge and a reversal of impairment in respect of

intangible assets (customer contracts) – see note 14. The net impairment charge of £6,345,000

is recorded within administrative expenses in the Infrastructure operating segment for the year

ended 31 March 2025. The Group recognised an impairment in respect of intangible assets

(customer contracts) in the Private Equity operating segment for the year ended 31 March 2024

of £2,895,000.

The Group operates in different geographic regions. Revenue by region is summarised below:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
United Kingdom | 123,812 | 112,776
Australia | 18,269 | 18,442
Luxembourg | 8,466 | 6,303
Italy | 750 | 1,128
Spain | 1,034 | 746
Ireland | 1,273 | 1,931
Greece | 385 | —
| 153,989 | 141,326

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 2025 were

£56,925,000 (2024: £43,515,000), of which £43,122,000 (2024: £33,346,000) was attributable

to Infrastructure, £11,567,000 (2024: £7,822,000) to Private Equity and £2,236,000 (2024:

£2,347,000) to FCM.

In accordance with IFRS 8 paragraph 33(b), non-current assets (excluding derivative assets,

deferred tax assets, contract costs and trade and other receivables) by region are summarised

below:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
United Kingdom | 46,124 | 33,246
Australia | 27,080 | 36,664
Luxembourg | 3,257 | 2,571
Italy | 297 | 685
Spain | 363 | 453
Ireland | 520 | 569
| 77,641 | 74,188

The statement of financial position is reported to Exco on a single segment basis. No further

segmental information is provided as this would not aid strategic and financial management

decisions.

Notes to the financial statements

For the year ended 31 March 2025

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6. Administrative expenses

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Staff costs (see note 7) | 66,440 | 59,407
Staff costs – acquisitions (see note 7) | 4,888 | 11,947
Amortisation in relation to intangible assets | |
(customer contracts) (see note 14) | 2,930 | 3,211
Depreciation and amortisation (excluding amortisation | |
in relation to intangible assets (customer contracts)) | |
(see notes 13, 14 and 22) | 3,191 | 3,227
Impairment of intangible assets (customer contracts) | |
(see note 14) | 9,275 | 2,895
Reversal of impairment of intangible assets (customer contracts) | |
(see note 14) | (2,930) | —

Legal and professional

1

7,199

5,908

Other administration costs

2

15,205

14,344

| 106,198 | 100,939

1. Legal and professional costs include acquisition-related costs and Group restructuring costs.

2. Other administration costs mainly relate to irrecoverable VAT, computer maintenance, conferences, bank charges and sundries.

Specific administrative expenses are as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Auditor’s remuneration | 704 | 641
Net foreign exchange losses | 131 | 124
Low-value and short-term lease expenses | 41 | 49
Bad debt write-offs | 419 | —
Loss on disposal of fixed assets | — | 5

Auditor’s remuneration is further disclosed as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Audit services | |
Statutory audit – Company | 128 | 114
– Subsidiaries | 452 | 397
Total audit services | 580 | 511
Non-audit services | |
Regulatory assurance services | 34 | 22
Other assurance services | 90 | 85
Other services | — | 23
Total non-audit services | 124 | 130
Total audit and non-audit services | 704 | 641

Non-audit services included the following:

ș Regulatory assurance services: These services are for CASS assurance audits for Foresight

Group LLP and PiP Manager Limited

ș Other assurance services: These services are for the ISAE 3402 assurance report on the

internal controls of Foresight Group LLP

ș Other services: These services are for agreed upon procedures of the Half-year Report and

assistance in responding to the letter from the FRC during the year ended 31 March 2024.

No services have been provided during the year ended 31 March 2025

Notes to the financial statements

For the year ended 31 March 2025

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7. Staff costs and Directors’ remuneration

The average number of employees was:

| 31 March | 31 March
| 2025 | 2024
| Number | Number
Investment management | 220 | 207
Sales and Marketing | 56 | 54
Administration | 135 | 121
| 411 | 382

Their aggregate remuneration comprised:

| | 31 March 2025 | | | 31 March 2024 |
| | Staff costs – | | | Staff costs – |
| Staff costs | acquisitions | Total | Staff costs | acquisitions | Total
| £000 | £000 | £000 | £000 | £000 | £000
Wages and salaries | 52,450 | — | 52,450 | 45,649 | — | 45,649
Social security costs | 5,566 | — | 5,566 | 4,876 | — | 4,876
Pension costs | 2,328 | — | 2,328 | 1,950 | — | 1,950
Redundancy payments | 888 | — | 888 | 1,615 | — | 1,615

Other staff costs

1

2,914

1,456

4,370

3,107

427

3,534

| 64,146 | 1,456 | 65,602 | 57,197 | 427 | 57,624
Share-based payments (see note 8) | 2,294 | 3,432 | 5,726 | 2,210 | 11,520 | 13,730
| 66,440 | 4,888 | 71,328 | 59,407 | 11,947 | 71,354

1. Other staff costs mainly relate to healthcare insurance, long service leave, recruitment, sub-contractors and staff advances expensed.

Details regarding the total remuneration paid to Directors is disclosed in the Remuneration Committee report (see pages 147 and 148).

Notes to the financial statements

For the year ended 31 March 2025

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7. Staff costs and Directors’ remuneration

Staff costs – acquisitions

The table below shows the different components of staff costs – acquisitions related to the deferred payments from the acquisition of WHEB during the year ended 31 March 2025 (see note 31) and

the acquisition of Infrastructure Capital during the year ended 31 March 2023.

| | 31 March 2025 | | | 31 March 2024 |
| Cash-settled | Share-settled | Total | Cash-settled | Share-settled | Total
| £000 | £000 | £000 | £000 | £000 | £000
WHEB | | | | | |
Earn-out consideration | 48 | — | 48 | — | — | —
Infrastructure Capital | | | | | |
Initial share consideration | — | 4,220 | 4,220 | — | 11,066 | 11,066
Earn-out consideration | 1,785 | (588) | 1,197 | 1,093 | 564 | 1,657
Revenue earn-out consideration | — | — | — | (306) | — | (306)
Performance consideration | (377) | (200) | (577) | (360) | (110) | (470)
Consideration subject to expected payout percentage | 1,408 | (788) | 620 | 427 | 454 | 881
| 1,456 | 3,432 | 4,888 | 427 | 11,520 | 11,947

See note 8 and note 23 for further details on the share-settled and cash-settled considerations respectively.

Notes to the financial statements

For the year ended 31 March 2025

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8. Share-based payments

Notes to the financial statements

For the year ended 31 March 2025

Accounting policy:

The Group engages in equity-settled and cash-settled share-based payment transactions in

respect of services received from its employees.

Equity-settled

Equity-settled share-based payments arise in respect of services receivable from certain

employees by granting the right to either shares or options over shares, subject to certain

vesting conditions and exercise prices.

The fair value of the awards granted in the form of shares or share options is recognised

as an expense over the appropriate performance and vesting period with a corresponding

credit to equity. When appropriate (i.e. Performance Share Plan), the fair value of the awards

is calculated using an option pricing model, the principal inputs being the market value

on the date of award and an adjustment for expected and actual levels of vesting which

includes estimating the number of eligible employees leaving the Group and the number

of employees satisfying the relevant performance conditions. Shares and options vest on

the occurrence of a specified event under the rules of the relevant plan.

Cash-settled

For cash-settled share-based payments, a liability is recognised for the services received

to the period end date, measured at the fair value of the liability. At each subsequent period

end and at the date on which the liability is settled, the fair value of the liability is remeasured

with any changes in fair value recognised in the statement of comprehensive income.

Estimation uncertainty:

Performance Share Plan grant date fair value

The Group’s Performance Share Plan allows for the grant of nil cost options with vesting

dependent on the performance of the Group and continued service by the participant,

which are both estimations. There have been four annual grants of options under the plan as

approved by the Remuneration Committee. The fair value of the share-based payments has

been estimated using a Monte Carlo option pricing model. The number of options awarded

and the assumptions used in the Monte-Carlo simulation are described within the note for

the current year grant of options.

The Group regularly reviews its estimation of the number of eligible employees leaving the

Group, but this is not considered to be significant or material. A +/-10% movement to the

grant date fair value of the FY25 grant would impact on the Group’s profit before taxation by

+/- £57,000 (2024: +/- £43,000) respectively.

Infrastructure Capital – post-combination services

The acquisition of Infrastructure Capital included the following deferred payments to be

paid in shares:

ș Initial share consideration

ș Earn-out

ș Performance earn-out

For the initial share consideration, there is no estimation uncertainty as the shares have

already been issued. The fair value was calculated as the share price on grant date. The

expiry date when the shares are no longer subject to forfeiture and number of remaining

shares outstanding is detailed in the table.

The earn-out and performance earn-out are accounted for at fair value at the date of

acquisition (grant date) using estimated outcomes and expected payout of the earn-outs

withthis fair value reassessed at each period end. The fair value of each earn-out on

the grant date was the maximum amount for each discounted back to the valuation date

multiplied by the expected payout percentage of the earn-outs and forfeiture rate. As such,

the number of shares potentially to be issued is not currently known.

The earn-out has an expected payout percentage of 0% (2024: 54%) and 0% (2024: 0%)

forfeiture rate. The shares will be subject to forfeiture if a seller ceases to be employed or

contracted by Infrastructure Capital during the two years that follow, with 100% of a seller’s

shares being forfeited if this occurs prior to 30 June 2026 and 50.00% from 30 June 2026

to 30 June 2027. There is a further clawback of the shares up to 30 June 2028 if there is

areversal in management fee revenue so that the total vesting period is to this date.

The performance earn-out has an expected payout percentage of 0% (2024: 13%) and 0%

(2024: 0%) forfeiture rate. The shares will be subject to forfeiture if a seller ceases to be

employed or contracted by Infrastructure Capital during the year that follows, with 100% of

a seller’s shares being forfeited if this occurs prior to 31 December 2026 and 50.00% from

31 December 2026 to 30 June 2027.

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Notes to the financial statements

For the year ended 31 March 2025

31 March

2025

£000

| | 31 March
| | 2024
| | £000
Included in staff costs (note 7) | |
Performance Share Plan (equity-settled) | 1,918 | 1,818
UK Share Incentive Plan (equity-settled) | 351 | 337
Overseas Phantom Share Plan (cash-settled) | 25 | 55
| 2,294 | 2,210
Included in staff costs – acquisitions (note 7) | |
Infrastructure Capital – post-combination services | |
(equity-settled) | 3,432 | 11,520
| 5,726 | 13,730

The classification of share-based payments above is as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Equity-settled | 5,701 | 13,675
Cash-settled | 25 | 55
| 5,726 | 13,730

Performance Share Plan

The Remuneration Committee approved the implementation of the Performance Share Plan

(“PSP”) following the IPO. Options are granted under the plan for no consideration, carry no

dividend or voting rights and are linked to an absolute total shareholder return (“TSR”) of 6%

compound growth per annum over a three year period. The absolute TSR condition vests over

a range from 0% to 6% compounded over a three year period.

The exercise price is £nil. The Group is allowed to issue new shares to satisfy the share

schemes which must not exceed 10% of the issued share capital in any rolling ten year period.

The Group’s position against the dilution limits at 31 March 2025 since Admission was 4%

(2024: 3%).

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

| 31 March 2025 | | 31 March 2024 |
| | Average | | Average
| | exercise | | exercise
| Number of | price per | Number of | price per
| share | share option | share | share option
| options | £ | options | £
At the beginning of period | 3,479,591 | — | 2,359,530 | —
Granted | 1,217,500 | — | 1,162,311 | —
Exercised | (968,330) | — | — | —
Extinguished | (106,151) | — | (42,250) | —
Awards outstanding at end | | | |
of period | 3,622,610 | — | 3,479,591 | —
Awards vested and exercisable | | | |
at end of period | 53,500 | — | — | —

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

Estimation uncertainty | Infrastructure Capital – post-combination services

The basis of the expected payout assessments was internal forecasts of the relevant

management fee revenue. The maximum award at the end of the reporting period would

result in an additional charge of the earn-out of £1,827,000 (2024: £773,000) and performance

earn-out of £2,298,000 (2024: £1,690,000) and the minimum would result in a reversal of

the earn-out of £nil (2024: £899,000) and performance earn-out of £nil (2024: £255,000).

8. Share-based payments

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Notes to the financial statements

For the year ended 31 March 2025

UK Share Incentive Plan

Under the Foresight Share Incentive Plan (“SIP”), for each one partnership share that a UK

employee buys, Foresight offers two free matching shares. In each tax year, employees can

buy up to £1,800 or 10% of salary (whichever is lower) of Partnership Shares from their pre-tax

salary. If an employee leaves the Group, any matching shares held for less than three years will

be withdrawn, i.e. the vesting period of the matching shares is three years with the performance

condition of continuous service. The SIP shares are held in trust by the SIP Trustee. Voting rights

are exercised by the SIP Trustee on receipt of participants’ instructions.

As the SIP options have a zero strike price and the participant is entitled to dividends (with the

dividend cash received into the trust used to purchase additional shares) during the vesting

period, the fair value of the award is indistinguishable from the share price. Therefore, the share

price on the award date is used when calculating the share-based payment expense.

The movement in matching shares under this scheme during the year was as follows:

| 31 March | 31 March
| 2025 | 2024
| Number of | Number of
| shares | shares
At the beginning of period | 291,092 | 218,494
Movement | 94,803 | 72,598
Awards outstanding at end of period | 385,895 | 291,092

8. Share-based payments | Performance Share Plan

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

exercise prices:

| | | 31 March | 31 March
| | | 2025 | 2024
| | Exercise | Number of | Number of
| Expiry date | price | share options | share options
4 September 2021 (FY22 Grant) | 3 September 2031 | — | 53,500 | 1,039,330
9 August 2022 (FY23 Grant) | 8 August 2032 | — | 1,274,200 | 1,289,200
10 August 2023 (FY24 Grant) | 9 August 2033 | — | 1,102,410 | 1,151,061
2 August 2024 (FY25 Grant) | 1 August 2034 | — | 1,192,500 | —
| | | 3,622,610 | 3,479,591
Weighted average remaining | | | |
contractual life of options | | | |
outstanding at end of period | | | 8.28 years | 8.39 years

Fair value of options granted

The assumptions used in the Monte-Carlo simulation for the FY25 Grant were as follows:

ș Starting share price of 504.00 pence (FY24 Grant: 452.60 pence) (the share price of the

Company on the date of the grant)

ș Annual volatility of 40% (FY24 Grant: 40%) (based on volatility of share price from IPO to

grant date)

ș Vesting period of three years (FY24 Grant: three years)

ș Holding period of two years (FY24 Grant: two years) with associated 20% (FY24 Grant: 20%)

deduction for lack of marketability (based on empirical studies)

ș Exercise price of 0 pence (FY24 Grant: 0 pence)

ș Risk-free rate of 4% (FY24 Grant: 4%) per annum which has been used as a discount factor

(based on government bond yields)

ș Annual dividend of 22.2 pence (FY24 Grant: 20.1 pence) per annum

The simulation based on these assumptions resulted in a fair value of 225.47 pence

(FY24 Grant: 161.8 pence) per option.

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Notes to the financial statements

For the year ended 31 March 2025

The expiry dates of shares issued under this arrangement are as follows:

| | | 31 March | 31 March
| | Exercise | 2025 | 2024

Grant date

Expiry date

price

1

Share options

Share options

8 September 2022 | 30 September 2023 | — | — | —
8 September 2022 | 30 September 2024 | — | — | 2,088,924
8 September 2022 | 30 September 2025 | — | 2,088,924 | 2,088,924
| | | 2,088,924 | 4,177,848
Weighted average remaining | | | |
contractual life of options | | | |
outstanding at end of period | | | 0.5 years | 1 year

1. Exercise price not applicable as shares have already been issued.

9. Other operating income

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
UKSA grant income | 110 | —
Other | 13 | —
| 123 | —

UKSA grant income

During the year, Foresight received grant income of £0.1 million from the UK Space

Agency. In collaboration with environmental geospatial consultant Frontierra, the Foresight

Infrastructure sustainability team developed a platform that leverages geospatial analysis and

Foresight’s own spatial dataset to provide detailed, location-based insights, enabling proactive

risk management and enhanced reporting capabilities specifically pertaining to climate

and nature.

8. Share-based payments

Overseas Phantom Share Plan

The Overseas Phantom Share Plan (the “Phantom Plan”) is similar to the UK Share Incentive

Plan for non-UK employees. Certain non-UK employees may participate except those who

participate in the Performance Share Plan. The Phantom Plan is a cash-bonus scheme whereby

each non-UK employee is granted a number of notional share options replicating the terms of

the UK SIP.

The movement in notional matching shares awarded under this scheme during the year was

as follows:

| 31 March | 31 March
| 2025 | 2024
| Number of | Number of
| shares | shares
At the beginning of period | 25,962 | 36,368
Granted | 14,652 | 7,266
Vested | (9,854) | (8,046)
Extinguished | (778) | (9,626)
Awards outstanding at end of period | 29,982 | 25,962

Infrastructure Capital – post-combination services

Payments of the initial share consideration arising from the acquisition of Infrastructure Capital

require the sellers to remain either employed or contracted to the Group during the next three

years, with 100% of a seller’s shares being forfeited if this occurs prior to 30 September 2023,

66.66% from 30 September 2023 to 29 September 2024 and 33.33% from 30 September

2024 to 29 September 2025. The movement in the initial share consideration during the year

is a result of 33.33% of the shares which are no longer subject to forfeiture. The initial share

consideration is accounted for as remuneration for post-combination services.

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Notes to the financial statements

For the year ended 31 March 2025

11. Taxation

Accounting policy:

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs

from 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 Group’s liability for current

tax is calculated using tax rates that have been enacted or substantively enacted by

the reporting date.

Deferred tax

Deferred tax is recognised on differences between the carrying amount of assets

and liabilities in the financial statements and the corresponding tax bases used in the

computation of taxable profit and is accounted for using the statement of financial

position liability method. Deferred tax is calculated using tax rates that have been

enacted or substantively enacted by the reporting date. Deferred tax is charged or

credited to the income statement, except when it relates to items charged or credited

to other comprehensive income or directly to equity, in which case the deferred tax is

also dealt with in the statement of other comprehensive income or directly in equity.

See note 25.

10. Finance income and expenses

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Finance income | |
Bank interest receivable | 1,567 | 875
Gain on derivatives | 81 | 434
Total finance income | 1,648 | 1,309
Finance expenses | |
Other interest payable | 69 | 10
Loan interest (accrued) | 29 | 53
Interest on lease liabilities | 1,050 | 463
Interest on dilapidation provisions | 40 | 38
Total finance expense | 1,188 | 564

Net finance income recognised in the statement of

comprehensive income

460

745

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Notes to the financial statements

For the year ended 31 March 2025

The difference between the actual tax charge for the year and the standard rate of corporation

tax applied to profits for the year are as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Profit for the year | 33,245 | 26,434
Add back total tax | 7,459 | 7,878
Profit before all tax | 40,704 | 34,312
Profit before tax at 25% (2024: 25%) | 10,176 | 8,578
Profits not assessable to corporation tax | (530) | (622)
Profit share allocation from partnership funds | 825 | 538
Unrecognised deferred tax | 37 | (48)
Adjustments to previous periods | (1,204) | 92
Differences on overseas tax rate | (5,178) | (5,150)
Expenses not deductible for tax purposes | 1,779 | 1,062
Other ― share-based payments | 344 | 311
Staff costs ― acquisitions | 1,210 | 2,952
Thin Cap adjustment | — | 169
Gain on business combination | — | (4)
Total tax charge | 7,459 | 7,878

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

corporation tax in Guernsey, presently at a rate of 0% per annum. The tax reconciliation for

the Group has been prepared using the current UK corporation tax rate of 25% (2024: 25%),

as a majority of the Group’s trading activities are carried out in the UK.

11. Taxation

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Current tax | |
UK corporation tax | 8,939 | 6,473
Foreign tax | 2,348 | 2,240
Adjustments in respect of prior periods (UK corporation tax) | (1,368) | (105)
Adjustments in respect of prior periods (foreign tax) | 164 | (193)
Total current tax charge | 10,083 | 8,415
Deferred tax | |
Origination and reversal of temporary differences | (2,624) | (537)
Total deferred tax | (2,624) | (537)
Tax on profit on ordinary activities | 7,459 | 7,878

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Introduction

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

12. 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 and treasury shares held (see note 27

“Own share reserve” and “Treasury share reserve”).

Diluted earnings per share is calculated by dividing the profit attributable to the owners

of the Parent Company by the weighted average number of shares for the purposes of

the basic earnings per share plus the weighted average number of shares that would be

issued on the conversion of dilutive potential Ordinary Shares into Ordinary Shares (see

note 8 for Performance Share Plan).

| | 31 March
| 31 March | 2024

2025

as restated

1

| £000 | £000
Earnings | |
Profit for the period for purpose of basic and diluted earnings | |
per share | 33,245 | 26,434
Adjustments (see note A3 in the appendices) | 13,724 | 18,296

Adjusted profit for the period for purpose of adjusted and

adjusted diluted earnings per share

46,969

44,730

| 31 March | 31 March
| 2025 | 2024
| ‘000 | ‘000
Number of shares | |
Weighted average number of shares in issue during the period | 116,318 | 116,271
Less time-apportioned own shares held | (327) | (239)
Less time-apportioned treasury shares held | (873) | (54)

Weighted average number of Ordinary Shares for the purpose of

basic earnings per share

115,118

115,978

Add back weighted average number of dilutive potential shares | |
Performance Share Plan | 3,621 | 3,091

Weighted average number of Ordinary Shares for the purpose of

diluted earnings per share

118,739

119,069

Weighted average number of Ordinary Shares for the purpose of diluted earnings per

share does not include the impact of contingent shares to be issued for both the earn-out

consideration and performance consideration arising from the Infrastructure Capital acquisition

as the amount of shares potentially to be issued is not currently known .

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

13. 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:

ș Fixtures and fittings over two to ten years

ș Short leasehold property over the term of the lease

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.

12. Earnings per share

| | 31 March
| 31 March | 2024

2025

as restated

1

| pence | pence
Earnings per share | |
Basic | 28.9 | 22.8
Diluted | 28.0 | 22.2
Adjusted basic | 40.8 | 38.6
Adjusted diluted | 39.6 | 37.6
1. The Group is no longer presenting before non-underlying items as the Group took the opportunity to simplify its financial reporting | |

to create a performance measure that excludes the impact of business combinations and restructuring activities and provide an

adjusted earnings per share measure that accurately reflects the performance of the business and can be comparable against

future periods. Consequently, adjusted basic and adjusted diluted earnings per share have been restated at 31 March 2024.

Adjusted earnings per share is calculated in the same way as earnings per share, but by

reference to adjusted profit attributable to Shareholders.

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

13. Property, plant and equipment

| | 31 March 2025 | | | 31 March 2024 |
| Fixtures, fittings | Short leasehold | | Fixtures, fittings | Short leasehold |
| and equipment | property | Total | and equipment | property | Total
| £000 | £000 | £000 | £000 | £000 | £000
Cost | | | | | |
At beginning of period | 1,253 | 6,122 | 7,375 | 917 | 5,690 | 6,607
Additions | 405 | 624 | 1,029 | 352 | 438 | 790
Foreign exchange movement | (20) | (5) | (25) | (9) | (6) | (15)
Disposals | (629) | — | (629) | (7) | — | (7)
At end of period | 1,009 | 6,741 | 7,750 | 1,253 | 6,122 | 7,375
Depreciation | | | | | |
At beginning of period | 727 | 4,318 | 5,045 | 381 | 3,704 | 4,085
Depreciation charge for the year | 385 | 613 | 998 | 357 | 619 | 976
Disposals | (629) | — | (629) | (2) | — | (2)
Foreign exchange movement | (9) | (5) | (14) | (9) | (5) | (14)
At end of period | 474 | 4,926 | 5,400 | 727 | 4,318 | 5,045
Net book value at end of period | 535 | 1,815 | 2,350 | 526 | 1,804 | 2,330

193

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

14. Intangible assets

Accounting policy:

Goodwill arises through business combinations and represents the excess of the cost of

acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities

and contingent liabilities of a business at the date of acquisition. Goodwill is recognised

as an asset and measured at cost less accumulated impairment losses. It is allocated to

groups of cash-generating units (“CGUs”), which represent the lowest level at which goodwill

is monitored for internal management purposes. CGUs are identified as the smallest

identifiable group of assets that generate cash inflows that are largely independent of the

cash inflows from other assets or groups of assets, and are no larger than the Group’s

operating segments, as set out in note 5.

Intangible assets in respect of customer contracts (acquired) reflect the fair value of the

investment management contracts obtained, which is equal to the present value of the

earnings they are expected to generate. This is on the basis that it is probable that future

economic benefits attributable to the investment management contracts will flow to the

Group and the fair value of the intangible asset can be measured reliably. These intangible

assets are subsequently carried at the amount initially recognised less accumulated

amortisation, which is calculated using the straight-line method over their estimated

useful lives.

Computer software (internally generated) represents software licences and development

costs to bring software into use. Costs associated with developing or maintaining computer

software programmes that do not meet the capitalisation criteria under IAS 38 are

recognised as an expense as incurred. Computer software is carried at cost less

accumulated amortisation.

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:

ș Customer contracts over the remaining term of investment management contract

ș Brands over three years

ș Computer software over four to five years

The carrying values of customer contracts (acquired), brands (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 (“CGU”) to which the asset belongs. Recoverable amount is the higher

of fair value less costs of disposal 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.

For assets excluding goodwill, an assessment is made at each reporting date to determine

whether there is an indication that previously recognised impairment losses no longer exist

or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s

recoverable amount. A previously recognised impairment loss is reversed only if there

has been a change in the assumptions regarding the performance of the assets used to

determine the recoverable amount since the last impairment loss was recognised. The

reversal is limited so that the carrying amount of the asset does not exceed its recoverable

amount, nor exceed the carrying amount that would have been determined, net of

amortisation, had no impairment loss been recognised for the asset in prior years. A reversal

is recognised in the statement of comprehensive income immediately.

The Group is required to test, on an annual basis, whether goodwill has suffered any

impairment by estimating the recoverable amount of the CGU or group of CGUs the goodwill

is allocated to. Any impairment is recognised immediately in the statement of comprehensive

income and is not subsequently reversed. On disposal of a subsidiary, associate or jointly

controlled entity, the attributable amount of goodwill is included in the determination of the

profit or loss on disposal.

The gain or loss arising on the disposal or retirement of an asset is determined as the

difference between the sales proceeds and the carrying amount of the asset and is

recognised in the statement of comprehensive income.

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

14. Intangible assets

Key judgements:

Impairment and reversal of impairment of intangible assets

Customer contracts

For intangible assets with finite useful lives, an assessment is made at each reporting date as

to whether there is any indication that an asset in use may be impaired or that a previously

recognised impairment charge may be reversed. There is significant management judgement

in determining the appropriate internal and external factors to consider. The Group

reviewed the intangible assets at 30 September 2024 and concluded there were indicators

of impairment for the customer contracts acquired in Infrastructure Capital (2024: indicators

of impairment for customer contracts acquired in Downing and Infrastructure Capital). This

assessment was reviewed at 31 March 2025 and the Group concluded that the conditions

leading to the impairment had improved and the impairment loss recognised in H1 FY25

should be partly reversed. Further explanation is provided in the note below.

Identification of the relevant cash-generating unit (“CGU”) for impairment testing

Goodwill

Significant management judgement is required to determine the appropriate CGU or group

of CGUs that are expected to benefit from the synergies of the acquisition in order to

determine the recoverable amount and carrying amount of a CGU.

Estimation uncertainty:

Recoverable amount of intangible assets

Customer contracts

The Group reviewed the intangible assets at 30 September 2024 and identified indicators of

impairment in relation to the customer contracts acquired through Infrastructure Capital. As

a result, an impairment loss was recognised reflecting the recoverable amount of the assets

at that time. At 31 March 2025, this assessment was revisited.

Internal reporting provided evidence that the economic performance of the customer

contracts was expected to exceed previous forecasts. Consequently, the Group reassessed

the recoverable amount of the assets and determined that the conditions leading to the

impairment had improved. In line with IAS 36, the previously recognised impairment loss

has been reversed to the extent that the recoverable amount no longer supports the

impairment. The recoverable amount was determined using a value in use calculation based

on a discounted cash flow (“DCF”) model derived from the Group’s five year plan. This

model excludes the impact of restructuring activities not yet committed to or significant

future investments that will enhance the performance of the customer contracts. Although

fair value less costs of disposal was considered, it could not be determined reliably. The

recoverable amount is sensitive to key assumptions, including the discount rate, expected

cash flows and growth rates used for extrapolation purposes. The key assumptions used to

determine the recoverable amount of the customer contracts, including a sensitivity analysis,

are disclosed and further explained in the note below.

Goodwill

The Group is required to test, on an annual basis, whether goodwill has suffered any

impairment. The recoverable amount is determined based on value in use calculations

using a DCF model. The cash flows are derived from the Group’s five year plan and do not

include restructuring activities that the Group is not yet committed to or significant future

investments that will enhance the performance of the assets of the CGU being tested.

The recoverable amount is sensitive to the discount rate used for the DCF model as well

as the expected cash flows and growth rates used for extrapolation purposes. The key

assumptions used to determine the recoverable amount for the different CGUs, including

a sensitivity analysis, are disclosed and further explained in the note below.

195

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

14. Intangible assets

| | | 31 March 2025 | | | | 31 March 2024 | |
| Computer | | Customer | | | Computer | Customer | |
| software | Brands | contracts | Goodwill | Total | software | contracts | Goodwill | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Cost | | | | | | | | |
At beginning of period | 668 | — | 52,140 | 17,872 | 70,680 | 663 | 47,035 | 18,426 | 66,124
Additions | 533 | — | 1,125 | — | 1,658 | 5 | — | — | 5
Business combinations (see note 31) | — | 161 | 1,051 | 91 | 1,303 | — | 6,422 | — | 6,422
Disposals | (466) | — | — | — | (466) | — | — | — | —
Foreign exchange movement | (1) | — | (1,722) | (725) | (2,448) | — | (1,317) | (554) | (1,871)
At end of period | 734 | 161 | 52,594 | 17,238 | 70,727 | 668 | 52,140 | 17,872 | 70,680
Amortisation/impairment | | | | | | | | |
At beginning of period | 528 | — | 8,788 | — | 9,316 | 477 | 2,736 | — | 3,213
Charge for the year | 37 | — | 2,930 | — | 2,967 | 51 | 3,211 | — | 3,262
Impairment | — | — | 9,275 | — | 9,275 | — | 2,895 | — | 2,895
Reversal of impairment | — | — | (2,930) | — | (2,930) | — | — | — | —
Disposals | (466) | — | — | — | (466) | — | — | — | —
Foreign exchange movement | 2 | — | (802) | — | (800) | — | (54) | — | (54)
At end of period | 101 | — | 17,261 | — | 17,362 | 528 | 8,788 | — | 9,316
Net book value at end of period | 633 | 161 | 35,333 | 17,238 | 53,365 | 140 | 43,352 | 17,872 | 61,364

196

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Financial Statements

Additional Information

Notes to the financial statements

For the year ended 31 March 2025

In September 2024, the Group completed the acquisition of the Healthcare share class of

Thames Ventures VCT 2 plc. This was accounted for as the acquisition of a contract under

IAS 38 as no substantive processes were acquired and therefore it does not constitute a

business under IFRS 3 (see note 31). The Group paid £869,000 in cash plus there is a further

contingent payment with an expected fair value of £256,000 which will be payable in cash over

a three year period conditional on achieving certain AUM targets. The contingent payment is

recognised as contingent consideration within acquisition-related liabilities (see note 23).

In March 2025, the Group completed the acquisition of WHEB (see note 31). The Group

determined that it has acquired a business as the acquired set of activities and assets include

an input and a substantive process that together significantly contribute to the ability to create

outputs.

Impairment of intangible assets (customer contracts)

The fair value of the identifiable assets and liabilities on acquisition of Infrastructure Capital

included intangible assets (customer contracts) for the three main Funds managed by the

acquired business, namely Diversified Infrastructure Trust (“DIT”), Energy Infrastructure

Trust (“EIT”) and Australian Renewables Income Fund (“ARIF”). These are unlisted unit trusts

in Australia where the unit holders are largely superannuation funds. The unit holders have

redemption windows available to them across the three Funds at five year intervals which

commenced in July 2024 for DIT, followed by EIT in July 2025 and ARIF in July 2028.

After the redemption window closes, the Fund has three years to generate sufficient liquidity

through realisations or secondary sales of the units.

The redemption window closed for DIT in September 2024. A level of redemptions was

modelled into the customer contract valuations as part of the accounting for the original

acquisition, but actual redemptions have been higher than anticipated because of recent

consolidation in the Australian superannuation market. This has therefore led to the Group

reassessing the useful life of the Fund. The Group expects to be in a similar position for

EIT when its redemption window opens in a year’s time and has therefore also reassessed

the useful life of this Fund. Consequently, the Group conducted an impairment review.

The recoverable amount was estimated based on its value in use using a five year forecast

extrapolated over the useful life excluding performance fees as these were uncertain and

discussions with investors had not begun. The EIT and DIT value in use includes cash flow

forecasts only for the remaining useful lives. The Group recognised an impairment loss of

£9,275,000 in the Half-year Report for the six months ended 30 September 2024.

14. Intangible assets

Brands

The table below shows the net book value assigned to each component of brands and the

remaining amortisation period.

| Remaining | Carrying
| amortisation | value
| period | £000
Acquisition of WHEB (see note 31) | 3 years | 161
| | 161

Customer contracts

The table below shows the net book value assigned to each component of customer contracts

and the remaining amortisation period.

| Remaining | Carrying
| amortisation | value
| period | £000
Acquisition of Infrastructure Capital | 13.3 years | 16,193
Acquisition of Downing’s technology ventures business | 12.3 years | 8,957
Acquisition of Healthcare share class of Thames Ventures | |
VCT 2 plc (see note below) | 12.3 years | 1,073
Acquisition of PiP Manager Limited | 15.4 years | 2,213
Acquisition of Wellspring (see note 31) | 17.9 years | 5,846
Acquisition of WHEB (see note 31) | 5 years | 1,051
| | 35,333

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Additional Information

Notes to the financial statements

For the year ended 31 March 2025

The following key assumptions and outputs were applied in the value in use calculations at

31 March 2025:

| | | | Infrastructure
| EIT | DIT | ARIF | Capital

Post-tax discount rate

1

13.8%

13.8%

13.8%

—

Useful life | 3.5 years | 2.5 years | 17.5 years | —

Average EBITDA margin

2

N/A

N/A

42.7%

—

Long-term growth rate | N/A | N/A | 3% | —
Recoverable amount (£000) | 2,147 | 2,520 | 12,698 | —
Carrying value (£000) | 759 | 978 | 11,527 | —
Impairment of intangible assets | | | |
(customer contracts) (£000) | (1,388) | (1,542) | — | (2,930)

1. Using a pre-tax discount rate of 26.9% on pre-tax cash flows does not produce a materially different result.

2. The growth rate and EBITDA margin assumptions apply only to the period beyond the formal budgeted period, with the value in use

calculation based on an extrapolation of the budgeted cash flows for year five.

As a result of this analysis, the Group has recognised a reversal of £2,930,000 in the current

year against the initially recognised impairment of the Infrastructure Capital customer

contracts. The reversal of the impairment charge is recorded within administrative expenses

in the statement of comprehensive income.

14. Intangible assets | Impairment of intangible assets (customer contracts)

The following key assumptions were applied in the value in use calculations at

30 September 2024:

| | | | Infrastructure
| EIT | DIT | ARIF | Capital

Post-tax discount rate

1

13.8%

13.8%

13.8%

—

Useful life | 4 years | 3 years | 18 years | —

Average EBITDA margin

2

N/A

N/A

49.3%

—

Long-term growth rate | N/A | N/A | 3% | —
Recoverable amount (£000) | 928 | 1,255 | 12,964 | —
Carrying value (£000) | 3,659 | 7,799 | 12,686 | —
Impairment of intangible assets | | | |
(customer contracts) (£000) | 2,731 | 6,544 | — | 9,275

1. Using a pre-tax discount rate of 26.9% (Infrastructure Capital) on pre-tax cash flows does not produce a materially different result.

2. The growth rate and EBITDA margin assumptions apply only to the period beyond the formal budgeted period, with the value in use

calculation based on an extrapolation of the budgeted cash flows for year five.

In the following six month period to 31 March 2025, following certain significant changes to

the expected performance of DIT and EIT and finalisation of the five year plan, the Group

reassessed its estimates and reversed part of the initially recognised impairment.

The recoverable amount of the customer contracts has been determined based on a value

in use calculation using cash flow projections from financial budgets approved by Senior

Management covering a five year period and extrapolated over the useful life. There is potential

for performance fees to be recognised over the remaining useful lives of these contracts which

now have more certainty and are included in the value in use calculation. The discount rate was

derived from the Group’s weighted average cost of capital and takes into account the weighted

average cost of capital of other market participants. The average revenue growth rate is a

combination of market growth, fundraising and NAV attrition. The terminal growth rate is based

on external long-term inflation expectations.

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Additional Information

Notes to the financial statements

For the year ended 31 March 2025

Goodwill is allocated between CGUs at 31 March 2025 as follows: £10,610,000 from the

acquisition of Infrastructure Capital to the Infrastructure operating segment CGUs; £6,537,000

from the acquisition of Downing’s technology ventures business to the Private Equity operating

segment CGUs; and £91,000 from the acquisition of WHEB to the FCM operating segment CGUs.

An annual impairment test for goodwill is carried out at the period end date comparing the

carrying value and recoverable amount of the CGU. The recoverable value was determined

based on a value in use calculation using a DCF model over a period of five years where

the terminal growth rate is used for years beyond that. The forecasted cash flows have

been determined using the five year plan that was provisionally reviewed by the Board on

20 June 2025. The plan will be fully ratified at the upcoming Board meeting on 1 August 2025.

The discount rate was derived from the CGUs’ weighted average cost of capital and takes into

account the weighted average cost of capital of other market participants.

The following key assumptions were applied in the value in use calculation:

| Infrastructure | Private Equity | FCM
| CGUs | CGUs | CGUs

Post-tax discount rate

3

13.1%

13.9%

15.4%

Terminal growth rate | 2% | 2% | 2%
Average EBITDA margin | 45.7% | 41.4% | 5.6%

The growth rate and EBITDA margin assumptions applied only to the period beyond the formal

budgeted period, with the value in use calculation based on an extrapolation of the budgeted

cash flows from year five.

As a result of this analysis, there is headroom of £337.6 million (2024: £452.4 million) in the

Infrastructure CGUs, £161.8 million (2024: £146.3 million) in the Private Equity CGUs and

£2.6 million in the FCM CGUs and therefore no impairment has been recognised.

A sensitivity analysis was carried out and the Group does not consider that a reasonably

possible change in key assumptions would reduce the recoverable amount of the CGUs to

below their carrying value.

1. As no revenue growth assumptions have been applied to EIT and DIT beyond the formal budgeting process, the 5% change in

revenue growth has been applied to the forecasted cash flows.

2. The goodwill arising from the acquisition of Infrastructure Capital is subject to foreign exchange movements as it is deemed to be

an Australian dollar asset.

3. Using a pre-tax discount rate of 17.4% (Infrastructure), 18.3% (Private Equity) and 21.5% (FCM) on pre-tax cash flows does not

produce a materially different result.

14. Intangible assets | Impairment of intangible assets (customer contracts)

A sensitivity analysis was carried out on the customer contracts impairment models at

31 March 2025 to assess the impact of reasonable plausible scenarios on both the discount

rate and revenue growth rates on the Group’s estimation by the stated percentages:

| | | | Impact on statement of comprehensive income
| | | | Infrastructure
| EIT | DIT | ARIF | Capital
| £000 | £000 | £000 | £000
Impact of a change in discount rate assumptions | | | |
on the impairment loss recognised: | | | |
+ 2% | (75) | (64) | (325) | (464)
- 2% | 80 | 68 | — | 148
Impact of a change in revenue growth assumptions | | | |

on the impairment loss recognised

1

:

+ 5% | 203 | 217 | — | 420
- 5% | (203) | (217) | (558) | (978)
No indicators of impairment have been identified for the remaining customer contracts acquired | | | |
at 31 March 2025. | | | |

Goodwill

The table below shows the carrying amount of goodwill.

| 31 March
| 2025
| £000

Acquisition of Infrastructure Capital

2

10,610

Acquisition of Downing’s technology ventures business | 6,537
Acquisition of WHEB | 91
| 17,238

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Additional Information

Notes to the financial statements

For the year ended 31 March 2025

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | 4,726 | 3,967
Additions | 1,266 | 869
Fair value movements | 75 | 278
Sales proceeds | (647) | (388)
At end of period | 5,420 | 4,726

The NAV of these funds or investments represent the fair value at the end of the reporting

period and as such a range of unobservable inputs is not reported. If the NAV of those funds

changed by +/- 5%, then the valuation of the investments would change by +/- £271,000

(2024: +/- £236,000).

16. Derivative assets

Accounting policy:

The Group uses forward currency contracts to mitigate the risks associated with foreign

currency fluctuations. Such derivative financial instruments are initially recognised at fair

value on the date on which a derivative contract is entered into and are subsequently

remeasured at fair value. Derivative financial instruments are classified as financial assets

when the fair value is positive and as financial liabilities when the fair value is negative.

The forward currency contracts entered into to date have not been designated as

hedging instruments and are not subject to hedge accounting.

| 31 March | 31 March
| 2025 | 2024
| £000 | £000

Derivative assets arising from forward currency contracts,

of which:

—

473

Non-current assets | — | —
Current assets | — | 473

14. Intangible assets

Computer software

The remaining element of intangible assets relates to capitalised software costs, which are

amortised over four to five years. The amortisation charges above are recognised within

administrative expenses in the statement of comprehensive income.

15. 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.

Investments at FVTPL are the Group’s co-investment into Limited Partnership funds and

VCT investments managed by the Group. Fair value is calculated as the Group’s share

of NAVs of these funds and investments. These NAVs are subject to the Group’s fund

Valuations Policy which sets out acceptable methodologies that may be applied in valuing

a fund’s investments. Each quarter, each Investment Manager values their investments

in accordance with the guidelines of this policy, typically the International Private Equity

and Venture Capital (“IPEV”) Valuation Guidelines (December 2022) developed by the

British Venture Capital Association and other organisations. These valuations are then

approved by the Group’s valuation committee and where relevant are also approved

by the independent Boards of each fund.

While valuations of investments are based on assumptions that the Group 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 movements in the year

and a sensitivity analysis are set out below.

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For the year ended 31 March 2025

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Incremental placement agency fees, of which: | 5,763 | 3,375
Non-current assets | 4,903 | 2,777
Current assets | 860 | 598

18. 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.

For trade receivables, the Group applies a simplified approach in calculating ECLs.

Therefore, the Group does not track changes in credit risk, but instead recognises a loss

allowance based on lifetime ECLs at each reporting date. The Group has established

a provision matrix that is based on its historical credit loss experience, adjusted for

forward-looking factors specific to the debtors and the economic environment.

When a trade receivable is credit impaired, it is written off against trade receivables and the

amount of the loss is recognised in the statement of comprehensive income. Subsequent

recoveries of amounts previously written off are credited to the statement of comprehensive

income. In line with the Group’s historical experience, and after consideration of current

credit exposures, the Group does not expect to incur any significant credit losses and has

not recognised any expected credit losses (“ECLs”) in the current or previous period. The

Group incurred a bad debt expense of £419,000 (2024: £nil).

16. Derivative assets

The Group originally had eight forward foreign currency contracts, of which the first matured

on 30 March 2023 and thereafter at quarterly intervals. Therefore, at 31 March 2025, all

forward foreign currency contracts have matured and the Group has not entered into new

arrangements. Cash proceeds from derivatives of £554,000 gave rise to a gain on derivatives of

£81,000 recognised in finance income (see note 10) in the statement of comprehensive income.

17. 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

expensed 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.

Key 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.

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For the year ended 31 March 2025

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Trade receivables | 26,608 | 17,808
Other receivables | 7,347 | 6,010
Prepayments | 4,523 | 3,850
Staff advances | 400 | 1,060
| 38,878 | 28,728
Less non-current assets: | |
Trade receivables | 1,239 | 822
Staff advances | 100 | 420
| 1,339 | 1,242
Current assets: | |
Trade receivables | 25,369 | 16,986
Other receivables | 7,347 | 6,010
Prepayments | 4,523 | 3,850
Staff advances | 300 | 640
| 37,539 | 27,486

The Group consider that the carrying value of trade receivables, other receivables and staff

advances approximates to their fair value. Staff advances have been made in order to retain

key staff and are expensed over five years in line with the contractual terms of the advances

but are repayable if the relevant individual leaves the Group.

18. Trade and other receivables

Accounting policy:

Amortised cost

The amortised cost of a financial asset is the amount at which the financial asset is

measured at initial recognition, minus principal repayments, plus or minus the cumulative

amortisation using the effective interest method of any difference between the initial

amount recognised and the maturity amount, minus any reduction for impairment.

Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows

from the asset expire, or it transfers the rights to receive the contractual cash flows

in a transaction in which substantially all of the risks and rewards of ownership of

the financial asset are transferred or in which the Group neither transfers nor retains

substantially all of the risks and rewards of ownership and does not retain control of the

financial asset. On derecognition of a financial asset, the difference between the carrying

amount of the asset (or the carrying amount allocated to the portion of the asset that is

derecognised) and the consideration received (including any new asset obtained less any

new liability assumed) is recognised in the statement of comprehensive income.

Any interest in such transferred financial assets that is created or retained by the Group

is recognised as a separate asset or liability.

Prepayments arise where the Group pays cash in advance for services. As the service

is provided, the prepayment is reduced, and the operating expense is recognised in the

statement of comprehensive income.

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For the year ended 31 March 2025

In determining the recoverability of trade receivables, the Group considered any change

in the credit quality of the trade receivable from the date the credit was initially granted up

to the reporting date. Such changes would include when one or more detrimental events have

occurred, such as significant financial difficulty of the counterparty or it becoming probable

that the counterparty will enter bankruptcy or other financial reorganisation. As the majority

of trade receivables are fees settled directly from the cash of the respective funds, the credit

risk is considered to be very low. When trade receivables are fees settled directly from

investee companies, i.e. directors’ and monitoring fees, there is the possibility of financial

difficulty, however these fees individually are not significant. See note 30 for management of

credit risk.

19. Cash and cash equivalents

Accounting policy:

Cash and cash equivalents comprise cash at banks and on hand and short-term highly

liquid deposits with a maturity of three months or less.

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Cash at banks and on hand | 25,419 | 32,357
Short-term deposits | 17,833 | 12,647
| 43,252 | 45,004

18. Trade and other receivables

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

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Current | 23,470 | 14,139
Overdue | |
< 30 days | 55 | 27
30-60 days | 276 | 322
60-90 days | 391 | 105
> 90 days | 2,416 | 3,215
| 26,608 | 17,808

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

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | 61 | 61
Written off during the period as uncollectible | (13) | —
Increase during the period | 419 | —
At end of period | 467 | 61

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.

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

All trade and other payables mature within 12 months after the reporting period. The Group

consider the carrying amount of trade payables, other payables, accruals and partnership

capital contributions approximates to their fair value when measured by discounting cash flows

at market rates of interest as at the statement of financial position date. Deferred income

relates to fees received in advance. Partnership capital contributions relate to contributions by

members to Foresight Group LLP. The main component of accruals are bonuses relating to the

financial period but substantially settled in July in the following financial year.

21. 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 as finance expenses 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, cancelled or expired.

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 the statement of

comprehensive income as finance expenses.

Loans and borrowings are classified as current liabilities unless the Group has an

unconditional right to defer settlement of the liability for at least 12 months after the

reporting period.

20. 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
| 2025 | 2024
| £000 | £000
Trade payables | 1,637 | 1,582
Accruals | 19,972 | 16,472
Deferred income | 11,493 | 7,361
Other payables | 5,894 | 3,228
VAT and PAYE | 2,544 | 3,522
Corporation tax | 2,933 | 4,892
Partnership capital contributions | 947 | 971
| 45,420 | 38,028

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Notes to the financial statements

For the year ended 31 March 2025

21. Loans and borrowings

Loans and borrowings arose from the acquisition of PiP Manager Limited in the year ended

31 March 2021.

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Loans and borrowings, of which: | 380 | 509
Non-current liabilities | 242 | 388
Current liabilities | 138 | 121

Terms and debt repayment schedule

| | | | 31 March
| | | | 2025
| | | | Carrying

Nominal

Year of

amount

1

Currency

interest rate

maturity

2

£000

Unsecured loan | GBP | Base rate + 2% | 2027 | 380

1. The carrying amount of these loans and borrowings equates to the fair value.

2. The loans were provided by five lenders equally. The Group agreed with four lenders for early repayment, with repayment made in

May 2023.

The table below summarises the maturity profile of the Group’s loans and borrowings based on

contractual undiscounted payments:

| | 31 March 2025 | |
Total | Less than one year | One to two years | Two to five years | More than five years
£000 | £000 | £000 | £000 | £000
380 | 138 | 121 | 121 | —

| | 31 March 2024 | |
Total | Less than one year | One to two years | Two to five years | More than five years
£000 | £000 | £000 | £000 | £000
509 | 121 | 146 | 121 | 121

The movement on the loans may be summarised as follows:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | 509 | 3,131
Interest | 29 | 53
Repayment – principal | (121) | (2,545)
Repayment – interest | (37) | (130)
At end of period | 380 | 509

For more information about the Group’s exposure to interest rate risk, see note 30.

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For the year ended 31 March 2025

22. Lease liabilities and right-of-use assets

Accounting policy:

Applying IFRS 16, for all leases, the Group:

ș 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

ș Recognises depreciation of right-of-use assets and interest on lease liabilities in the statement of comprehensive income

ș Separates the total amount of cash paid into a principal portion and interest (presented within financing activities) in the cash flow statement

Right-of-use assets are measured at cost less accumulated depreciation and impairment losses. The carrying value is also adjusted for any remeasurement of the lease liability. The lease

liability is measured in subsequent periods using the effective interest rate method and adjusted for lease payments.

The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a

change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. If the lease modification results in one or more

additional assets being leased for an amount commensurate with the standalone price for the additional right-of-use obtained, the modification is accounted for as a separate lease. In all other

cases, where the lease modification increases the scope of the lease (e.g. change in the lease term), the lease liability is remeasured using the discount rate applicable on the modification date.

Lease incentives (e.g. rent-free periods) are recognised as part of the measurement of the right-of-use assets and lease liabilities. Short-term leases (lease term of 12 months or less) and leases

of low-value assets are expensed on a straight-line basis over the term of the lease. This expense is presented within administrative expenses in the statement of comprehensive income.

The cost of any contractual requirements to dismantle, remove or restore the leased asset, typically dilapidations, are included in the initial recognition of right-of-use assets. The liability of the

cost is recognised as dilapidation provisions (see note 24).

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For the year ended 31 March 2025

22. Lease liabilities and right-of-use assets

The Group’s lease arrangements primarily consist of operating leases relating to office space. The leases are typically of ten years’ duration.

During the year, the Group signed an extension of the leased offices in The Shard for a further ten year period, which included a lease incentive in the form of a rent-free period. The change in the

lease term has been accounted for as a lease modification under IFRS 16. The lease liability has been remeasured, with the right-of-use asset being adjusted by the same amount.

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.

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Right-of-use asset | |
At beginning of period | 5,768 | 7,281
Additions | 632 | 648
Lease modifications | 12,309 | 48
Depreciation | (2,156) | (2,200)
Foreign exchange movement | (47) | (9)
At end of period | 16,506 | 5,768
Lease liability | |
At beginning of period | 7,262 | 9,251
Additions | 632 | 648
Lease modifications | 12,309 | —
Lease payment | (2,162) | (3,132)
Interest | 1,050 | 463
Foreign exchange movement | (29) | 32
At end of period | 19,062 | 7,262
Current | 1,146 | 2,897
Non-current | 17,916 | 4,365

The lease payment in the year has been split £1,112,000 (2024: £2,669,000) of principal and £1,050,000 (2024: £463,000) of interest.

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For the year ended 31 March 2025

22. Lease liabilities and right-of-use assets

The table below summarises the maturity profile of the Group’s lease liabilities based on contractual undiscounted payments:

| | 31 March 2025 | | | | | 31 March 2024 | |
Total | Less than one year | One to two years | Two to five years | More than five years | Total | Less than one year | One to two years | Two to five years | More than five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
27,385 | 2,378 | 1,879 | 8,882 | 14,246 | 8,006 | 3,176 | 2,267 | 1,854 | 709

The following are the amounts recognised in the statement of comprehensive income:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Depreciation expense on right-of-use assets | 2,156 | 2,200
Interest expense on lease liabilities | 1,050 | 463
| 3,206 | 2,663

The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application was 6.77% (2024: 4.62%).

In accordance with IFRS 16.6 (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 for these items.

This expense is presented within administrative expenses in the statement of comprehensive income and for the year ended 31 March 2025 was £41,000 (2024: £49,000).

23. Acquisition-related liabilities

Acquisition-related liabilities arise from the acquisitions made by the Group during the year ended 31 March 2023 for Infrastructure Capital and Downing as well as the acquisition of WHEB and the

Healthcare share class of Thames Ventures VCT 2 plc which completed during the year ended 31 March 2025 (see note 31).

Accounting policy:

Contingent consideration payable is measured at fair value at acquisition and assessed annually with particular reference to the conditions upon which the consideration is contingent.

Fair value movements in the year are recognised in the statement of comprehensive income.

Remuneration for post-combination services is the liability that arises from accounting for contingent consideration payments to sellers which are subject to forfeiture if the seller ceases to be

employed and are payable in cash; this consideration is accounted for as long-term employee benefits under IAS 19. The liabilities will be expensed over the deferral period and are included

in staff costs – acquisitions.

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Notes to the financial statements

For the year ended 31 March 2025

23. Acquisition-related liabilities

Estimation uncertainty:

Contingent consideration

Downing and Healthcare share class of Thames Ventures VCT 2 plc

Contingent consideration reflects the Group’s best estimate of the amounts that are

expected to be paid, discounted to their present value, arising from the acquisition of

Downing’s technology ventures business and the acquisition of the Healthcare share class

of Thames Ventures VCT 2 plc. The significant unobservable input is the NAV of the VCTs

whose investment mandates were acquired.

For Downing’s technology ventures business, the second anniversary payment of £1,012,000

was paid in September 2024. The final anniversary payment is due in September 2025. A

change of +/- 5% in the NAV would result in a +/- £50,000 (2024: +/- £103,000) change in the

fair value of the remaining payment(s). For the Healthcare share class of Thames Ventures

VCT 2 plc, the contingent consideration will be payable over three years with the first

anniversary payment due in September 2025. A change of +/- 5% in the NAV would result

in a +/- £13,000 change in the fair value.

WHEB

The acquisition of WHEB included a consideration payment conditional on a performance

target being met on the first anniversary completion date (see note 31). At acquisition date,

management’s expectation is that the target will not be met and therefore the fair value has

been assessed as £nil.

Remuneration for post-combination services

Infrastructure Capital

The proportion of the deferred payments that are contingent on the recipients remaining

employees of the Group for a specific period arising from the acquisition of Infrastructure

Capital are accounted for as remuneration for post-combination services.

The Group has estimated the amounts which will ultimately become payable, i.e. the

expected value of the obligation based on the maximum amount for each consideration

discounted back to the valuation date multiplied by the expected payout percentage

of the earn-outs and forfeiture rate. The significant unobservable input of the expected

payout assessments is the internal forecasts of the relevant management fee revenue. The

discounting uses high-quality Australia three year corporate bond rates of 3.7% (2024: 3.3%).

The earn-out consideration has an expected payout percentage of 64% (2024: 54%) and 0%

(2024: 0%) forfeiture rate. The expected payout percentage of the earn-out consideration

payable in cash has been reassessed from the Half-year Report for the six months ended

30 September 2024 where this was assessed to be 0%. The expected payout percentage

of the earn-out consideration payable in shares has remained unchanged at 0% (2024: 54%)

(see note 8 for further details). The performance earn-out has an expected payout

percentage of 0% (2024: 13%) and 0% (2024: 0%) forfeiture rate. The revenue earn-out

has an expected payout percentage of 0% (2024: 0%) and 0% (2024: 0%) forfeiture rate.

There has been no change to the expected payout percentage or forfeiture rate of the

performance earn-out and revenue earn-out from the Half-year Report for the six months

ended 30 September 2024. As a result of the change in expected payout percentage during

the year ended 31 March 2025, a fair value decrease of £60,000 (2024: £3,888,000) has

been recognised. A change in management fee revenue target to the maximum award for

each consideration at the end of the reporting period would result in an additional charge of

£12,861,000 (2024: £7,139,000) and the minimum would result in a reversal of the respective

charge of £4,179,000 (2024: £2,771,000).

WHEB

The acquisition of WHEB includes earn-out payments to be made in cash over a three year

period which are accounted for as remuneration for post-combination services (see note 31).

The significant unobservable input of the earn-out is the internal forecast of the EBITDA

contribution of the acquisition to the Group. The discounting uses high-quality UK three year

corporate bond rates of 4.2%. The earn-out has an expected payout percentage of 33%. A

change in the EBITDA contribution to the maximum award at the end of the reporting period

would result in an additional charge of £321,000 and the minimum would result in a reversal

of the respective charge of £48,000.

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For the year ended 31 March 2025

23. Acquisition-related liabilities

| | 31 March 2025 | | | 31 March 2024 |
| | Remuneration for | | | Remuneration for |
| Contingent | post-combination | | Contingent | post-combination |
| consideration | services | Total | consideration | services | Total
| £000 | £000 | £000 | £000 | £000 | £000
At beginning of period | 2,059 | 2,771 | 4,830 | 3,470 | 2,503 | 5,973
Additions (see note 14) | 256 | — | 256 | — | — | —
Arising in the period | — | 1,410 | 1,410 | — | 4,182 | 4,182
Payments | (1,012) | — | (1,012) | (1,221) | — | (1,221)
Interest | 75 | 106 | 181 | 126 | 133 | 259
Fair value movements | (120) | (60) | (180) | (316) | (3,888) | (4,204)
Foreign exchange movement | — | — | — | — | (159) | (159)
At end of period | 1,258 | 4,227 | 5,485 | 2,059 | 2,771 | 4,830
Current liabilities | 1,080 | 4,179 | 5,259 | 1,005 | — | 1,005
Non-current liabilities | 178 | 48 | 226 | 1,054 | 2,771 | 3,825

The following are the amounts recognised in the statement of comprehensive income:

| | 31 March 2025 | | 31 March 2024
| | Remuneration | | Remuneration
| | for post- | | for post-
| Contingent | combination | Contingent | combination
| consideration | services | consideration | services
| £000 | £000 | £000 | £000
Arising in the period | — | 1,410 | — | 4,182
Interest | 75 | 106 | 126 | 133
Fair value movements | (120) | (60) | (316) | (3,888)
| (45) | 1,456 | (190) | 427

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For the year ended 31 March 2025

23. Acquisition-related liabilities

Fair value gains on contingent consideration (incl. finance expense) are recognised in the statement of comprehensive income. Remuneration for post-combination services are recognised within

staff costs – acquisitions in the statement of comprehensive income (see note 7).

The table below summarises the maturity profile of the Group’s contingent consideration based on contractual undiscounted payments and current assessment of the expected payout at

31 March 2025.

| 31 March 2025 | | | | 31 March 2024 | |
Total | Less than one year | One to two years | Two to five years | Total | Less than one year | One to two years | Two to five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
1,290 | 1,104 | 93 | 93 | 2,140 | 1,070 | 1,070 | —

The table below summarises the maturity profile of the Group’s remuneration for post-combination services if the full liability had been expensed to date based on contractual undiscounted

payments and current assessment of the expected payout and forfeiture rate at 31 March 2025.

| 31 March 2025 | | | | 31 March 2024 | |
Total | Less than one year | One to two years | Two to five years | Total | Less than one year | One to two years | Two to five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
6,272 | 4,626 | 634 | 1,012 | 5,015 | — | 4,168 | 847

24. Provisions

Dilapidation provisions

As part of its operating lease agreements for its various premises, the Group has an obligation to pay for dilapidation costs at the end of the lease term. The Group engages independent surveyors to

carry out inspections to assess these likely dilapidations which the Group then makes provisions for. See note 22 for accounting policy.

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | 855 | 800
Additions | — | 17
Interest | 40 | 38
At end of period | 895 | 855

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

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | (11,710) | (11,085)
Recognised in statement of comprehensive income | |
Tax expense | 2,624 | 537
Foreign exchange movement | 302 | 319
| 2,926 | 856
Recognised in equity | |
Share-based payment reserve | 60 | 125
Arising on business combination | |
Intangible asset (see note 31) | (303) | (1,606)
At end of period | (9,027) | (11,710)

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 11). 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.

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.

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25. Deferred tax assets and liabilities

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

| | | 31 March 2025 | | | | | 31 March 2024 | |
| | | | Credited to | Credited to | | | | Credited to | Credited to
| Asset | Liability | Net | profit or loss | equity | Asset | Liability | Net | profit or loss | equity
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Other temporary and deductible differences | 1,615 | (1,200) | 415 | (62) | 60 | 1,563 | (1,172) | 391 | (1,021) | 125
Business combinations – intangible asset | — | (9,442) | (9,442) | 2,686 | — | — | (12,101) | (12,101) | 1,558 | —
| 1,615 | (10,642) | (9,027) | 2,624 | 60 | 1,563 | (13,273) | (11,710) | 537 | 125

A credit to the statement of comprehensive income of £2.8 million has been recognised through the release of associated deferred tax liabilities on the acquired intangible assets (customer

contracts) that have been impaired during H1 FY25. As a result of the reversal of impairment of intangible assets (customer contracts), a debit of £0.9 million has been recognised through the reversal

of released associated deferred tax liabilities in the statement of comprehensive income during H2 FY25. See note 14 for further explanation of impairment and reversal of impairment of intangible

assets (customer contracts).

26. Employee benefits

Defined contribution pension plan

Accounting policy:

The Group operates a defined contribution 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.

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 was £2,328,000 (2024: £1,950,000) .

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 .

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Notes to the financial statements

For the year ended 31 March 2025

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
At beginning of period | 61,886 | 61,886

Premium on shares issued on vesting of the

Performance Share Plan

105

—

Sale of treasury shares

1

(550)

—

At end of period | 61,441 | 61,886

1. During the year, the Company sold 500,000 treasury shares with a cost of £2,543,000 for £1,993,000.

Shares held in escrow reserve

Accounting policy:

The Group can issue shares to employees that are subject to forfeiture if the employee

ceases to be employed by the Group for a specified time period. Such shares are

recognised at cost and are presented in the statement of financial position as a deduction

from equity.

The shares held in escrow reserve arises from the acquisition of Infrastructure Capital and

accounting treatment of the initial share consideration under IFRS 3. If a seller forfeited

their shares, under the terms of share and purchase agreement, these shares would be

proportionally allocated to the other sellers. As the good leaver sellers cannot forfeit their

shares, any other forfeited shares would be allocated to the good leavers and not returned

to the Company.

On 30 September 2024, 50% of the remaining shares were no longer subject to forfeiture.

Consequently, a transfer of £8,103,000 (2024: £10,290,000) was made between the shares

held in escrow reserve and the share-based payment reserve.

27. Share capital and other reserves

| 31 March | 31 March | 31 March | 31 March
| 2025 | 2025 | 2024 | 2024
| Number | £ | Number | £
Ordinary Shares of no par | | | |
value allotted | | | |
At beginning of period | 116,271,212 | — | 116,271,212 | —

Shares issued on vesting of

the Performance Share Plan

76,591

—

—

—

At end of period | 116,347,803 | — | 116,271,212 | —

Rights for Ordinary Share class

The rights attaching to the shares are uniform in all respects and they form a single class for

all purposes, including with respect to voting and for all dividends and other distributions

declared, made or paid on the Ordinary Share capital of the Company.

Subject to any rights and restrictions attached to any shares, on a show of hands every

Shareholder who is present in person shall have one vote and on a poll every Shareholder

present in person or by proxy shall have one vote per share.

Except as provided by the rights and restrictions attached to any class of shares, Shareholders

are under general law entitled to participate in any surplus assets in a winding up in proportion

to their shareholdings.

Share premium

Accounting policy:

Ordinary Shares issued by the Group are recognised at the proceeds above the nominal

value being credited to the share premium account (net of the direct costs of issue).

Any excess incurred from sale of treasury shares is debited or credited to the share

premium account.

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Notes to the financial statements

For the year ended 31 March 2025

27. Share capital and other reserves

Own share reserve

Accounting policy:

The Group operates a trust for the purpose of satisfying certain share awards to

employees. Own shares held are equity shares of the Company acquired and held by this

trust. Such shares are recognised at cost and are presented in the statement of financial

position as a deduction from equity. No gain or loss is recognised on the purchase, sale,

issue or cancellation of the Company’s own shares.

The Group operates a Share Incentive Plan as per note 8. The Group operates a trust which

holds shares that have not yet vested unconditionally to employees of the Group.

At 31 March 2025, the total number of shares held in trust was 724,751 (2024: 513,862),

including 385,895 (2024: 291,092) of matching shares at a cost of £1,844,000 (2024:

£1,195,000), an increase of £649,000 on the prior year.

Treasury share reserve

Accounting policy:

Treasury shares held are equity shares of the Company acquired and held by the

Company. Such shares are recognised at cost and are presented in the statement

of financial position as a deduction from equity. No gain or loss is recognised on the

purchase, sale, issue or cancellation of the Company’s own shares.

The Company announced a share buy back programme on 27 October 2023 to buy back

Ordinary Shares in the capital of the Company. The bought back shares are held in treasury

and have no voting rights or entitlement to dividends.

The movement in treasury shares during the period are shown below:

| 31 March | | 31 March |
| 2025 | 31 March | 2024 | 31 March
| Number of | 2025 | Number of | 2024
| shares | £000 | shares | £000
At beginning of period | 236,492 | 967 | — | —

Purchase of own shares

1

3,720,423

15,989

236,492

967

Transfer of treasury shares on

exercise of share options

2

(891,739)

(4,133)

—

—

Sale of treasury shares

3

(500,000)

(2,543)

—

—

At end of period | 2,565,176 | 10,280 | 236,492 | 967

1. At 31 March 2025, 41,730 shares at a cost of £148,000 had been bought back but not paid in cash until April 2025. Total cash paid

for treasury shares during the year is £15,841,000 (2024: £967,000).

2. During the year, the FY22 PSP Grant vested and 891,739 shares that were held in treasury at a cost of £4,133,000 were utilised to

service the exercised options.

3. During the year, the Company sold 500,000 treasury shares with a cost of £2,543,000 for £1,993,000.

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Notes to the financial statements

For the year ended 31 March 2025

27. Share capital and other reserves

Share-based payment reserve

Accounting policy:

The share-based payment reserve is used to recognise the cumulative fair value of equity-settled share-based payment transactions until such time as the related equity instruments are

exercised, forfeited, or lapse. When vested share options are exercised, the cumulative amount previously recognised in the share-based payment reserve in respect of those options is

transferred to retained earnings.

The share-based payment reserve represents the cumulative cost of the Group’s share-based remuneration schemes and associated deferred tax together with the cumulative cost of the

remuneration for post-combination services arising from acquisitions (see note 8 for share-based payments). The cumulative cost is analysed below.

| | | 31 March 2025 | | | | 31 March 2024 |
| | | Remuneration | | | | Remuneration |
| | | for post- | | | | for post- |
| Performance | Share Incentive | combination | | Performance | Share Incentive | combination |
| Share Plan | Plan | services | Total | Share Plan | Plan | services | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Cost | | | | | | | |
At beginning of period | 2,957 | 736 | 10,744 | 14,437 | 1,139 | 399 | 9,514 | 11,052
Additions | 1,918 | 351 | 3,432 | 5,701 | 1,818 | 337 | 11,520 | 13,675
Transfer on exercise of share options | (1,222) | — | — | (1,222) | — | — | — | —
Shares issued on vesting of the Performance Share Plan | (105) | — | — | (105) | — | — | — | —

Transfer on vesting of initial consideration shares for

Infrastructure Capital acquisition

—

—

(8,103)

(8,103)

—

—

(10,290)

(10,290)

At end of period | 3,548 | 1,087 | 6,073 | 10,708 | 2,957 | 736 | 10,744 | 14,437
Deferred tax | | | | | | | |
At beginning of period | 191 | — | — | 191 | 66 | — | — | 66
Additions | 60 | — | — | 60 | 125 | — | — | 125
At end of period | 251 | — | — | 251 | 191 | — | — | 191
Net value at end of period | 3,799 | 1,087 | 6,073 | 10,959 | 3,148 | 736 | 10,744 | 14,628

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Notes to the financial statements

For the year ended 31 March 2025

Year ended 31 March 2025

ș A final dividend of 15.5 pence per share in respect of the year ended 31 March 2024 was

paid on 4 October 2024 with an ex-dividend date of 19 September 2024 and a record date

of 20 September 2024

ș An interim dividend of 7.4 pence per share in respect of the year ended 31 March 2025

was paid on 31 January 2025 with an ex-dividend date of 16 January 2025 and a record

date of 17 January 2025. At the record date, the shares that were held in treasury had no

entitlement to dividends

Year ended 31 March 2024

ș A final dividend of 15.5 pence per share in respect of the year ended 31 March 2023 was

paid on 20 October 2023 with an ex-dividend date of 28 September 2023 and a record date

of 29 September 2023

ș An interim dividend of 6.7 pence per share in respect of the year ended 31 March 2024

was paid on 26 January 2024 with an ex-dividend date of 11 January 2024 and a record

date of 12 January 2024. At the record date, the shares that were held in treasury had no

entitlement to dividends

Dividends proposed by the Board of Directors to be approved by Shareholders (not recognised

as a liability at 31 March 2025):

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Final dividend | 19,571 | 18,022

ș A final dividend of 16.8 pence per share in respect of the year ended 31 March 2025 is

proposed but subject to approval by Shareholders at the Annual General Meeting and has

not been included as a liability in the financial statements

29. Commitments and contingencies

There were no other capital commitments or contingencies at 31 March 2025 except as

disclosed in note 22 and 23.

27. Share capital and other reserves

Group reorganisation reserve

The Group reorganisation reserve consists of the Ordinary Share capital of Foresight Group CI

Limited. As there is no investment in Foresight Group CI Limited held in the books of any holding

companies (Foresight Group Holdings Limited) this balance is left as a Group reserve.

Foreign exchange reserve

The foreign exchange reserve includes all exchange differences from translating Group entities

that have a functional currency different from the presentational currency of the Group.

Retained earnings

Includes all current and prior period retained profits and losses reduced by any dividends paid.

28. Dividends

Accounting policy:

Final dividends are recorded in the financial statements in the period in which they are

approved by the Company’s Shareholders. Interim dividends are recorded in the period

in which they are approved and paid.

Dividends on Ordinary Shares declared and paid during the year:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Final dividend | 17,988 | 18,022
Interim dividend | 8,477 | 7,765
| 26,465 | 25,787

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For the year ended 31 March 2025

30. Financial instruments – classification and measurement

In accordance with IFRS 9, the financial assets and liabilities are classified as FVTPL or at amortised cost. The carrying amounts of financial assets and financial liabilities in each category are as follows:

Financial assets

| | | 31 March 2025 | | | | | 31 March 2024 | |
| Amortised | | Total financial | Non‑financial | | Amortised | | Total financial | Non-financial |
| cost | FVTPL | instruments | instruments | Total | cost | FVTPL | instruments | instruments | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Property, plant and equipment | — | — | — | 2,350 | 2,350 | — | — | — | 2,330 | 2,330
Right-of-use assets | — | — | — | 16,506 | 16,506 | — | — | — | 5,768 | 5,768
Intangible assets | — | — | — | 53,365 | 53,365 | — | — | — | 61,364 | 61,364
Investments at FVTPL | — | 5,420 | 5,420 | — | 5,420 | — | 4,726 | 4,726 | — | 4,726
Derivative assets | — | — | — | — | — | — | 473 | 473 | — | 473
Deferred tax assets | — | — | — | 1,615 | 1,615 | — | — | — | 1,563 | 1,563
Contract costs | — | — | — | 5,763 | 5,763 | — | — | — | 3,375 | 3,375
Trade and other receivables | 34,355 | — | 34,355 | 4,523 | 38,878 | 24,878 | — | 24,878 | 3,850 | 28,728
Cash and cash equivalents | 43,252 | — | 43,252 | — | 43,252 | 45,004 | — | 45,004 | — | 45,004
| 77,607 | 5,420 | 83,027 | 84,122 | 167,149 | 69,882 | 5,199 | 75,081 | 78,250 | 153,331

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30. Financial instruments – classification and measurement

Financial liabilities

| | | 31 March 2025 | | | | | 31 March 2024 | |
| Amortised | | Total financial | Non‑financial | | Amortised | | Total financial | Non-financial |
| cost | FVTPL | instruments | instruments | Total | cost | FVTPL | instruments | instruments | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Trade payables | 1,637 | — | 1,637 | — | 1,637 | 1,582 | — | 1,582 | — | 1,582
Other payables and partnership capital | | | | | | | | | |
contributions | 6,841 | — | 6,841 | 16,970 | 23,811 | 4,199 | — | 4,199 | 15,775 | 19,974
Accruals | 19,972 | — | 19,972 | — | 19,972 | 16,472 | — | 16,472 | — | 16,472
Loans and borrowings | 380 | — | 380 | — | 380 | 509 | — | 509 | — | 509
Lease liabilities | 19,062 | — | 19,062 | — | 19,062 | 7,262 | — | 7,262 | — | 7,262
Acquisition-related liabilities | — | 5,485 | 5,485 | — | 5,485 | — | 4,830 | 4,830 | — | 4,830
Provisions | — | — | — | 895 | 895 | — | — | — | 855 | 855
Deferred tax liability | — | — | — | 10,642 | 10,642 | — | — | — | 13,273 | 13,273
| 47,892 | 5,485 | 53,377 | 28,507 | 81,884 | 30,024 | 4,830 | 34,854 | 29,903 | 64,757

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 Exco supported by

the Risk Committee (see page 38). 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 Group’s investments into Limited Partnership funds and VCT investments (see note 15) 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. A +/- 5% movement in the NAV of the

underlying investments would, all other variables held constant, have resulted in an increase in the fair value in the statement of comprehensive income and net assets of +/- £271,000 (2024: +/-

£236,000).

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For the year ended 31 March 2025

30. Financial instruments – classification and measurement | Financial risk management | (a) Market risk

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or cash flows related to financial instruments will fluctuate because of changes to market interest rates.

The Group had only £0.4 million of external debt at 31 March 2025 (2024: £0.5 million) related to the PiP acquisition (see note 21) which has a maturity of 2027. Any changes in market interest rates

would not result in a material change to profit before tax.

The Group holds cash on deposit with the interest on these balances based on fixed or agreed rates. Any changes in market interest rates would not result in a material change to profit before tax.

(iii) Foreign exchange risk

Foreign currency risk is the risk that changes in foreign exchange rates will cause the Group to suffer losses. Due to the Infrastructure Capital acquisition, the Group is exposed to foreign exchange

transaction risk as the Infrastructure Capital activities are within Australia.

In order to mitigate the risk associated with the increase in Group cash flows arising in a foreign currency following the acquisition, the Group entered into a number of forward foreign currency

contracts in September 2022. These forward foreign currency contracts are considered to be derivatives so are accounted for as financial instruments within the scope of IFRS 9 but are not

designated as hedging instruments and are not subject to hedge accounting. These contracts have now matured and the Group has not entered into any more forward contracts. See note 16 for

further explanation.

The table below summarises the Group’s exposure to foreign currency translation risk at 31 March 2025. Included in the table are the Group’s financial assets, at carrying amounts, categorised

by currency.

| | 31 March 2025 | | | | 31 March 2024 | |
| Euro | Aus dollar | US dollar | Total | Euro | Aus dollar | US dollar | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Financial assets | | | | | | | |
Cash and cash equivalents | 879 | — | 140 | 1,019 | 418 | 2,583 | 83 | 3,084
Investments at FVTPL | 2,860 | — | — | 2,860 | 2,140 | — | — | 2,140
| 3,739 | — | 140 | 3,879 | 2,558 | 2,583 | 83 | 5,224

A 5% strengthening of sterling against the euro would reduce the net euro position and profit by £42,000 (2024: £122,000). This assumes all other variables are held constant. A 5% strengthening of

sterling against Australian dollar would reduce the net Australian dollar position and profit by £nil (2024: £123,000).

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Notes to the financial statements

For the year ended 31 March 2025

The Group’s current objectives when maintaining capital are to:

ș Holding an appropriate level of regulatory capital and liquidity

ș Generating a strong return on existing capital and investing organically for future growth

ș Annual distribution of 60% of adjusted profit

ș Disciplined strategic and financial assessment of opportunities

ș Return of surplus capital not required for other priorities (e.g. through share buybacks)

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.

For specific capital allocation matters during the year ended 31 March 2025, please see

the Executive Chairman’s Report on page 3 and financial review on page 35. All regulatory

capital requirements of subsidiaries in the Group were complied with. Foresight Group LLP

has documented its Internal Capital Adequacy and Risk Assessment process (“ICARA”) in

compliance with the Investment Firms Prudential Regime (“IFPR”).

Fair value hierarchy

For financial instruments not traded in an active market, such as forward foreign currency

contracts, the fair value is determined using appropriate valuation techniques that take into

account the terms and conditions of the contracts and utilise observable market data, such

as spot and forward rates, as inputs. Investments at FVTPL are the Group’s co-investment

into Limited Partnership funds and VCT investments managed by the Group. These unquoted

investments are valued on a net asset basis by the Group. The actual underlying investments

are valued in accordance with the following rules, which are consistent with the IPEV Valuation

Guidelines as described in note 15.

The Group uses the following hierarchy for determining and disclosing the fair value of financial

instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair

value are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value

that are not based on observable market data.

30. Financial instruments – classification and measurement | Financial risk management

(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:

ș Trade and other payables, see note 20

ș Loans and borrowings, see note 21

ș Lease liabilities, see note 22

ș Acquisition-related liabilities: Contingent consideration, 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 above A.

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 as per the

statement of financial position.

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30. Financial instruments – classification and measurement | Fair value hierarchy

At 31 March 2025, the Group held the following financial instruments measured at fair value:

| | 31 March 2025 | | | | 31 March 2024 | |
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Financial assets | | | | | | | |
Investments at FVTPL | — | — | 5,420 | 5,420 | — | — | 4,726 | 4,726
Derivative assets | — | — | — | — | — | 473 | — | 473
| — | — | 5,420 | 5,420 | — | 473 | 4,726 | 5,199
Financial liabilities | | | | | | | |
Acquisition-related liabilities: Contingent consideration | — | — | 1,258 | 1,258 | — | — | 2,059 | 2,059
Acquisition-related liabilities: Remuneration for post-combination services | — | — | 4,227 | 4,227 | — | — | 2,771 | 2,771
| — | — | 5,485 | 5,485 | — | — | 4,830 | 4,830

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For the year ended 31 March 2025

30. Financial instruments – classification and measurement

Transfers

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

The following table summarises the inputs and estimates used for items categorised in Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis. There have been no changes

in valuation methodology during the year.

| 31 March | | | | Change
| 2025 | | Significant | | in fair
| Fair value | Valuation | unobservable | Sensitivity inputs | value
Asset class and valuation | £000 | technique | inputs | unobservable input | £000
Investments at FVTPL | 5,420 | The fair value is based on the closing NAV of | NAV | +/-5% on closing NAV | +/- 271
| | underlying investments | | |
Acquisition-related liabilities: Contingent | 1,258 | The fair value is a ratio of the closing NAV of the | NAV | +/-5% on closing NAV | +/- 63
consideration | | funds acquired to the NAV on acquisition | | |
Acquisition-related liabilities: Remuneration | 4,227 | | | |
for post-combination services | | | | |
Infrastructure Capital | 4,179 | The fair value is the current forecasted | Forecast | Applied a sensitivity on the maximum | Max: +12,861
| | management fees divided by the | | and minimum payment that could be made | Min: -4,179
| | management fees required to achieve | | |
| | the maximum earn-out multiplied | | |
| | by the maximum earnout payable | | |
WHEB | 48 | The fair value is based on a percentage of the | Forecast | Applied a sensitivity on the maximum | Max: +321
| | forecasted EBITDA contribution | | and minimum payment that could be made | Min: -48

Unrealised gains and losses on investments at FVTPL are recognised in the statement of comprehensive income as fair value gains on investments. Unrealised gains and losses on contingent

consideration are recognised in the statement of comprehensive income as fair value gains on contingent consideration (incl. finance expense). Fair value gains and losses on remuneration for

post-combination services are recognised over the vesting period as staff costs – acquisitions.

The reconciliation of opening to closing balances, significant unobservable inputs and sensitivities are disclosed in the following notes:

ș Investments at FVTPL – note 15

ș Acquisition-related liabilities: Contingent consideration – note 23

ș Acquisition-related liabilities: Remuneration for post-combination services – note 23

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For the year ended 31 March 2025

31. Business combinations

Accounting policy:

The Group recognises business combinations (including acquisitions) when it considers

that it has obtained control over a business, which could be an entity or separate business

within an entity (for example acquiring management contracts and hiring the team to service

those contracts). The consideration of the acquisition is measured as the aggregate of the

fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and

equity instruments issued by the Group in exchange for control of the acquiree. As per IFRS

3.B55(a) where the cost of acquisition contains payments that are automatically forfeited

if employment terminates, these are accounted for as remuneration for post-combination

services and not cost of the acquisition.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions

for recognition under IFRS 3 are recognised at their fair value at the acquisition date.

Acquisition-related costs are expensed as incurred and included in the statement of

comprehensive income.

Goodwill

Goodwill arises through business combinations and represents the excess of the cost of

acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities and

contingent liabilities of a business at the date of acquisition. Goodwill is recognised as an

asset and measured at cost less accumulated impairment losses (see note 14 for further

explanation). Where the fair value of the identifiable assets and liabilities exceeds the cost

of acquisition, a gain on business combination arises and is credited to the statement of

comprehensive income in the year of the acquisition.

Key judgements:

Determining if an acquisition constitutes a business combination

When the Group purchases customer contracts through acquisitions but not the share

capital of the selling entity, a judgement is made as to whether the transaction should be

accounted for as a business combination or as a separate purchase of intangible assets. In

making this judgement, the Group assesses the assets, liabilities, operations and processes

that were the subject of the transaction against the definition of a business combination in

IFRS 3.

The Group was involved with the following transactions and events during FY25:

ș Acquisition of the Healthcare share class of Thames Ventures VCT 2 plc and appointment

as sub-manager to Downing Healthcare Impact EIS Fund and Downing Healthcare Impact

EIS Knowledge Intensive Fund respectively on 20 September 2024

ș Acquisition of trade and assets of WHEB Asset Management LLP (“WHEB”) on

5 March 2025

The Group has concluded that the WHEB acquisition constitutes the acquisition of a

business as the acquired set of activities and assets include an input and a substantive

process that together significantly contribute to the ability to create outputs and is therefore

accounted for as a business combination (see next page). For the Healthcare share class of

Thames Ventures VCT 2 plc, management have concluded that this is not the acquisition

of a business as no substantive processes were acquired so is a separate purchase of

intangible assets (see note 14).

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For the year ended 31 March 2025

Acquisition-related costs

Costs of £399,000 for legal and advisory fees have been recognised in legal and professional

costs (see note 6) in the year in relation to this transaction.

Identifiable assets acquired and liabilities assumed

The fair value of the identifiable net assets acquired at the acquisition date were as follows:

| Carrying | | Recognised
| amounts | Fair value | amounts
| £000 | £000 | £000
Intangible assets (customer contracts) | — | 1,051 | 1,051
Intangible assets (brands) | — | 161 | 161
Deferred tax liability | — | (303) | (303)
Total net assets acquired | — | 909 | 909

The fair value of the intangible asset above was derived from cash flow forecasts of the

fees arising from the acquired business, being the fees arising from the various management

contracts assumed using a 21% discount rate based on the weighted average cost of capital

(“WACC”) derived from a capital asset pricing model (“CAPM”). The customer contracts

are being amortised over five years and the brand will be amortised over three years.

The intangible assets will be amortised following the first full month since the acquisition.

Goodwill

The goodwill on the acquisition of WHEB has been recognised as follows.

| £000
Total consideration | 1,000
Fair value of identifiable net assets acquired | (909)
Goodwill | 91

Goodwill of £91,000 arises as a result of the acquired workforce, expected future growth,

as well as operational synergies with the FCM operating segment post-integration.

31. Business combinations

Acquisitions in the year ended 31 March 2025

WHEB Asset Management (“WHEB”)

On 5 March 2025, the Group completed the acquisition of the trade and assets of WHEB Asset

Management LLP.

WHEB is a leader in impact investing, managing a single global mid-cap equity strategy that

invests in listed companies whose products and services provide solutions to key sustainability

challenges. The acquisition is in line with the Group’s intention to grow its sustainable

investment capabilities, diversify the business and scale the FCM division.

Consideration transferred

The following table summarises the acquisition date fair value of each class of

consideration transferred:

| £000
Initial cash consideration | 1,000
Contingent cash consideration | —
Total carrying value | 1,000

The initial cash consideration of £1,000,000 was paid on 5 March 2025.

The contingent cash consideration is conditional on reaching a performance target on the first

anniversary of the completion date. On the acquisition date, management’s expectation is that

the target will not be met and therefore the fair value has been assessed as £nil. The potential

undiscounted amount of the future payment that the Group could be required to make under

the additional consideration arrangement is either £nil or £1,000,000.

Other deferred payments

The acquisition includes further earn-out payments to be made over a three year period to

specific sellers, based on EBITDA contribution to the Group. The earn-out payments require the

specific sellers to remain in employment with the Group for the duration of the earn-out period.

Hence, they are accounted for as remuneration for post-combination services and the expense

is charged to the statement of comprehensive income over the vesting period. The earn-out

will be paid in cash over a three year period capped at £5,000,000. The cost recognised in

the statement of comprehensive income for the year ended 31 March 2025 for the earn-out

is £48,000 (see note 7).

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For the year ended 31 March 2025

Acquisition-related costs

Alongside the Group’s acquisition, a Foresight managed fund also acquired the equity of

the seven operational PFI projects. Due to the transaction structure and value to the fund,

the fund bore all of the transaction and adviser costs so that the Group did not incur any

acquisition-related costs.

Identifiable assets acquired and liabilities assumed

The fair value of the identifiable net assets acquired at the acquisition date were as follows.

| Carrying | | Recognised
| amounts | Fair value | amounts
| £000 | £000 | £000
Intangible assets – customer contracts | 3,948 | 2,474 | 6,422
Trade and other receivables | 70 | — | 70
Cash and cash equivalents | 193 | — | 193
Trade and other payables | (193) | — | (193)
Deferred tax liability | — | (1,606) | (1,606)
Total net assets acquired | 4,018 | 868 | 4,886

The fair value of the intangible asset above was derived from cash flow forecasts of the fees

arising from the seven PFI contracts using a 9% discount rate based on the weighted average

cost of capital (“WACC”) derived from a capital asset pricing model (“CAPM”). The intangible

asset is being amortised over 19.7 years.

The fair values of all other net assets acquired were equal to their carrying value.

31. Business combinations | Acquisitions in the year ended 31 March 2025

Revenue and profit of WHEB

Amounts that the acquisition contributed to both Group revenue and profit in the

post-acquisition period are as follows:

| £000
Revenue contribution | 413
Profit on ordinary activities before taxation | 39

The disclosure of the revenue and profit for the Group if the acquisition had occurred on

1 April 2024 has not been presented as the determination of these amounts is impractical,

due to the fact that the entire WHEB business was not acquired and there will have been

revenues and expenses not relevant to the WHEB management contracts and employees

acquired.

Acquisitions in the year ended 31 March 2024

Wellspring Finance Company Limited (“Wellspring”)

On 20 June 2023, the Group completed the acquisition of 100% of the issued share capital of

Wellspring Finance Company Limited. The principal activity of the company is that of providing

outsourced management services through its 100% owned subsidiary, Wellspring Management

Services Limited.

Wellspring Management Services Limited holds the asset management contracts for seven

operational PFI projects in Scotland. The acquisition allowed the Group to increase recurring

revenue at an attractive core EBITDA pre-SBP margin on contracts that have a final expiry of

May 2045.

Consideration transferred

The following table summarises the acquisition date fair value of consideration transferred:

| £000
Cash consideration | 4,870

Cash consideration comprises an initial cash payment of £4,800,000 paid on 20 June 2024 and

a further cash payment of £70,000 that was fully paid by March 2024.

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Transactions with key management personnel

The Group considers Exco members as the key management personnel and the table below

sets out all transactions with these personnel and the Directors:

| 31 March | 31 March
| 2025 | 2024
| £000 | £000
Wages and salaries | 4,159 | 3,156
Other benefits | 42 | 38
Share-based payments | 666 | 425
| 4,867 | 3,619

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 2024 and 2025

no additional advances were made by Foresight Group LLP and £680,000 (2024: £740,000)

of the advances were expensed.

Management fee rebates

Gary Fraser, Chief Financial Officer, and David Hughes, Chief Investment Officer, are investors

into Foresight Regional Investment III LP. Following a further close of the fund, they entered into

management fee rebate agreements with Foresight Group LLP. These rebates totalled £5,000

(2024: £5,014) and £8,750 (2024: £8,774) respectively.

31. Business combinations | Acquisitions in the year ended 31 March 2024

The acquisition is reflected in the cash flow statement as follows at 31 March 2025:

| £000
Cash paid | (4,870)
Cash acquired on acquisition | 193
Total per cash flow statement | (4,677)

Gain on business combination

The gain on business combination on the acquisition of Wellspring has been recognised as

follows.

| £000
Fair value of net assets acquired | 4,886
Less total consideration | (4,870)
Gain on business combination | 16

The gain on business combination arises due to the fair value of net assets acquired being

greater than the total consideration. The consideration was negotiated without direct

correlation to the value of the net assets acquired. The gain on business combination is

recognised in the statement of comprehensive income.

32. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been

eliminated on consolidation and are not disclosed as per basis on consolidation (see note 2c).

Notes to the financial statements

For the year ended 31 March 2025

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For the year ended 31 March 2025

33. 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.

34. Subsequent events

On 3 April 2025, the Group announced that it had completed the buyback programme of up

to £17 million initially announced on 27 October 2023. The total shares purchased under this

programme amounted to 3,993,735 shares of which 1,391,739 have been transferred out

of treasury.

On 10 April 2025, the Group announced that it had appointed Joh. Berenberg, Gossler & Co

KG, London to act as joint broker and to conduct a further share buyback programme of up to

£50 million over the next three years.

Since 31 March 2025, a further 932,861 shares were bought back for £3.5 million. The total

number of shares held in treasury is now 3,498,037.

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The impact of the simplification is to no longer present non-underlying items and as a result,

profit before non-underlying items and earnings per share before non-underlying items as

reported APMs and instead present adjusted profit and adjusted earnings per share as APMs.

The columnar approach in the statement of comprehensive income has therefore also been

removed. Adjusted profit bridges between statutory profit after tax and core EBITDA pre-SBP

and will be used for calculation of adjusted earnings per share and the Group dividend.

Adjustments to statutory profit after tax to calculate adjusted profit arise from business

combinations and restructuring activities as described above. Examples of adjustments from

business combinations include amortisation of customer contracts, impairment charges,

post-combination expenses for earn-outs and acquisition legal and professional costs.

Examples from restructuring activities include associated legal and professional costs,

redundancy payments and other non-operational staff costs. Further adjustments to reach core

EBITDA pre-SBP include depreciation and amortisation, finance income and expense, tax and

share-based payments.

The Group has also now introduced core administrative expenses and non-core administrative

expenses as APMs. Core administrative expenses are those expenses that are included in

core EBITDA pre-SBP and are the operating expenses of the business. Non-core administrative

expenses are those expenses which are add backs to statutory profit after tax or adjusted

profit (or both). The Group believes that core administrative expenses may provide

prospectiveinvestors with a meaningful supplemental measure to evaluate the efficiency

ofthebusiness given the expected improvement in core EBITDA pre-SBP % used to measure

thebusiness growth.

Definitions and reconciliations

In line with the Guidelines on Alternative Performance Measures issued by the European

Securities and Markets Authority (“ESMA”), we have provided additional information on

the APMs used by the Group, including full reconciliations back to the closest equivalent

statutorymeasure.

Alternative performance measures

In reporting financial information, the Group presents alternative performance measures

(“APMs”), which are not defined or specified under the requirements of IFRS.

The Group believes that these APMs, which are not considered to be a substitute for or

superior to IFRS measures, provide stakeholders with additional useful information on the

underlying trends, performance and position of the Group and are consistent with how business

performance is measured internally. The alternative performance measures are not defined

by IFRS and therefore may not be directly comparable with other companies’ alternative

performance measures.

The Group uses core EBITDA pre-SBP as its key performance measure because the Group

believes this reflects the trading performance of the underlying business, without the variability

in the fair value measurement of the share-based payments charge. This is presented

consistently with previous periods.

Introduced in FY23, the Group also presented profit before non-underlying items as an APM,

which excluded non-underlying items from statutory measures and in particular removed the

impact of the business combinations. This was shown in a separate column in the statement

of comprehensive income. Consequently, the Group calculated earnings per share before

non-underlying items.

During FY25, the Group took the opportunity to simplify its financial reporting following

engagement with Shareholders and analysts and to create a performance measure that

excludes the impact of business combinations and restructuring activities and provide an

adjusted earnings per share measure that accurately reflects the performance of thebusiness

and can be comparable against future periods.

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Alternative performance measures | Definitions and reconciliations

APM Closest equivalent

IFRS measure

Reconciling items

to IFRS measure

Definition and purpose

Financial measures derived from the financial statements

Statement of comprehensive income measures

Recurring revenue Revenue Refer to definition, note 4 to

the financial statements and

note A1

Recurring revenue is management fees, secretarial fees (including administration) and

directors’ and monitoring fees. The Group believes that recurring revenue may provide

prospective investors with a meaningful supplemental measure to evaluate the stability

andquality of earnings.

Recurring revenue % None Refer to definition and note A2 Recurring revenue % is recurring revenue divided by total revenue.

Adjusted profit Profit Refer to definition, statement

of comprehensive income and

note A3

Adjusted profit bridges between statutory profit and core EBITDA pre-SBP and will be

used for calculation of adjusted earnings per share and the Group dividend. Adjustments

to statutory profit after tax to calculate adjusted profit arise from business combinations

and restructuring activities as described above. Examples of adjustments from business

combinations include amortisation of customer contracts, impairment charges,

post-combination expenses for earn-outs and acquisition legal and professional costs.

Examples from restructuring activities include associated legal and professional costs,

redundancy payments and other non-operational staff costs.

Core EBITDA pre share-based

payments (“SBP”)

None Refer to definition and note A3 Key metric to measure performance because the Group believes this reflects the trading

performance of the underlying business, without the variability in the fair value measurement

of the share-based payments charge. Core EBITDA pre-SBP is calculated from adjusted

profit after tax and adjustments include depreciation and amortisation, finance income

andexpense, tax and share-based payments.

A reconciliation of the above measure is shown in note A3.

Core EBITDA pre-SBP margin (%) None Refer to definition and note A4 Core EBITDA pre-SBP divided by total revenue.

Core administrative expenses Administrative

expenses

Refer to definition, note 6 to

the financial statements and

note A5

Costs incurred and presented within administrative expenses where these expenses are

related to operating costs of the business and included for core EBITDA pre-SBP. This may

provide prospective investors with a meaningful supplemental measure to evaluate the

efficiency of the business given the expected improvement in core EBITDA pre-SBP % used to

measure the business growth. Cost of sales are not included in this APM as we do not expect

the same efficiency in these costs as these will increase or decrease directly in relation to

revenue generated during the period.

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Alternative performance measures | Definitions and reconciliations

APM Closest equivalent

IFRS measure

Reconciling items

to IFRS measure

Definition and purpose

Financial measures derived from the financial statements

Statement of comprehensive income measures

Non-core administrative expenses Administrative

expenses

Refer to definition, note 6 to

the financial statements and

note A5

Certain costs incurred and presented within administrative expenses where these expenses

are excluded for core EBITDA pre-SBP. These are not related to the operating costs of the

business and include costs of business combinations, restructuring activities, depreciation

and amortisation, and share-based payments.

Adjusted earnings per share Earnings per share Adjusted profit, note 12 to

thefinancial statements and

note A6

Adjusted profit for the period attributable to Ordinary Shareholders divided by weighted

average number of shares in issue during the period.

Dividend payout ratio None Refer to definition, adjusted

profit and note A7

The dividend payout ratio is the ratio of the total amount of dividends paid out to Ordinary

Shareholders divided by adjusted profit for the period attributable to Ordinary Shareholders

relative to the same period.

Dividend payout None Refer to definition and note A8 Total dividend paid or proposed for the period to Ordinary Shareholders divided by the total

number of shares at the end of the relative period. The Group believes that the separate

disclosure of the dividend payout per share provides additional useful information on the

dividends paid and proposed.

Financial measures not derived from the financial statements

Funds Under Management (“FUM”) None Refer to definition The Group’s Funds Under Management, being the NAV of the funds managed plus the capital

that the Group is entitled to call from investors in the funds pursuant to the terms of their

capital commitments to those funds. FUM is calculated on a quarterly basis.

Assets Under Management (“AUM”) None Refer to definition The Group’s Assets Under Management, being the sum of: (i) FUM; and (ii) debt financing at

infrastructure fund level and at the asset level of these infrastructure funds at a period end.

AUM is calculated on a quarterly basis.

AUM growth % None Refer to definition and note A9 AUM at current period end less AUM at prior period end divided by AUM at prior period end

as per note A9.

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Alternative performance measures

A1. Recurring revenue

Amounts shown below are derived from note 4 to the financial statements.

31 March

2025

£000

31 March

2024

£000

Management fees 122,697 115,580

Secretarial fees 2,694 3,152

Directors’ and monitoring fees 8,002 3,640

133,393 122,372

A2. Recurring revenue %

Amounts shown below are derived from note 4 to the financial statements.

31 March

2025

£000

31 March

2024

£000

Recurring revenue 133,393 122,372

Divided by total revenue 153,989 141,326

Recurring revenue % 86.6% 86.6%

Directors’ and monitoring fees include additional catch-up fees negotiated in the year of

£3.5million and management fees include an additional fee of £1.5 million for exceptional

services provided during the year. Although these amounts fall within the definition of recurring

revenue, the amount expected to be generated in future years is smaller. Excluding these

amounts would have reduced the recurring revenue percentage to 83.4%.

A3. Adjusted profit and core EBITDA pre share-based payments (“SBP”)

The Group has assessed the following items as adjustments for adjusted profit and core EBITDA

pre-SBP categorised by transaction type. Details of the adjustments classified as non-core

administrative expenses are provided in note A5.

Adjusted profit:

Business combinations

ș Staff costs – acquisitions (excluding share-based payments), being the expense of

consideration from the acquisition of WHEB and Infrastructure Capital which has the

requirement of continued employment

ș Amortisation, reversal of impairment and impairment in relation to intangible assets

(customer contracts), being directly related to the intangible assets recognised through

acquisitions

ș Legal and professional costs – acquisition-related: these are costs related to acquisitions

inthe period (see note 31)

ș Gain on business combination which is directly related to acquisitions

ș Fair value gains/(losses) on contingent consideration (incl. finance expense). This gain or

lossis also related to contingent consideration arising from acquisitions

ș Deferred tax on acquisitions and (reversal of) impairment of intangible assets (customer

contracts), being directly related to the intangible assets recognised through acquisitions

ș The Group has revised its calculation methodology for its APMs. Previously based on

profit after other comprehensive income, it is now calculated from profit after tax. The

resulting difference has been added back under foreign exchange on acquisitions to ensure

consistency and comparability in reporting

ș Staff costs – acquisitions (share-based payments), being the expense of consideration from

the acquisition of Infrastructure Capital which has the requirement of continued employment

and is payable in shares

Restructuring activities

ș Non-operational staff costs: staff advances and redundancy payments expensed have been

added back as these are not deemed to reflect the core underlying performance of the

business and relate to Group restructuring activities

ș Legal and professional costs – Group restructuring costs: these are costs related to

redundancy payments and restructuring activities of the Group which are not deemed

toreflect the core underlying performance of the business

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Alternative performance measures | A3. Adjusted profit and core EBITDA pre share-based payments (“SBP”)

Core EBITDA pre-SBP:

ș Other share-based payments are added back as they are not directly linked to the Group’s operational performance

ș All depreciation and amortisation costs are added back

ș Profits or losses on disposal of fixed assets are added back as these are not deemed to reflect the core underlying performance of the business

ș All other financing and taxation costs are added back

A reconciliation of net profit after tax to adjusted profit, and core EBITDA pre-SBP, is set out below:

31 March

2025

£000

31 March

2024

£000

Net profit after tax 33,245 26,434

Business combinations

Staff costs – acquisitions (excluding share-based payments) 1,456 427

Amortisation, reversal of impairment and impairment in relation

to intangible assets (customer contracts) 9,275 6,106

Legal and professional costs – acquisition-related costs 399 —

Gain on business combination — (16)

Fair value gains on contingent consideration (incl. finance expense) (45) (190)

Deferred tax on acquisitions and impairment of intangible assets

(customer contracts)

(2,686) (1,558)

Foreign exchange on acquisitions

1

— (348)

Staff costs – acquisitions (share-based payments)

2

3,432 11,520

Restructuring activities

Non-operational staff costs and redundancy payments 1,568 2,355

Legal and professional – Group restructuring costs 325 —

Adjusted profit

3

46,969 44,730

31 March

2025

£000

31 March

2024

£000

Depreciation and amortisation (excluding amortisation in relation

to intangible assets (customer contracts)) 3,191 3,227

Loss on disposal of tangible fixed assets — 5

Finance income and expense (excluding fair value gain

onderivatives) (379) (311)

Other tax on profit on ordinary activities 10,145 9,436

Share-based payments – PSP, SIP and Phantom Plan

2

2,294 2,210

Core EBITDA pre-SBP 62,220 59,297

1. The Group has recalculated core EBITDA pre-SBP on profit after tax. Previously, this was calculated on profit after other

comprehensive income. Core EBITDA pre-SBP has not been restated for the year ended 31 March 2024, therefore the foreign

exchange on acquisitions reflects the difference between profit after tax and profit after other comprehensive income (£1,679,000)

and the foreign exchange - translation differences on foreign subsidiaries adjustment (£1,331,000) in the core EBITDA pre-SBP

reconciliation for the year ended 31 March 2024.

2. Total share-based payments consist of staff-costs acquisitions (share-based payments) and other share-based payments totalling

£5,726,000 (2024: £13,730,000). See note 8.

3. The sum of adjustments from net profit after tax to adjusted profit is £13,724,000 (2024: £18,296,000) for the purpose of adjusted

basic and adjusted dilutive earnings per share. See note 12.

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Alternative performance measures

A4. Core EBITDA pre-SBP margin

31 March

2025

£000

31 March

2024

£000

Core EBITDA pre-SBP (see note A3) 62,220 59,297

Divided by total revenue (see note A2) 153,989 141,326

Core EBITDA pre-SBP margin % 40.4% 42.0%

A5. Core and non-core administrative expenses

31 March 2025 31 March 2024

Core

administrative

expenses

£000

Non-core

administrative

expenses

£000

Total

administrative

expenses

£000

Core

administrative

expenses

£000

Non-core

administrative

expenses

£000

Total

administrative

expenses

£000

Staff costs 62,578 3,862 66,440 54,842 4,565 59,407

Staff costs – acquisitions — 4,888 4,888 — 11,947 11,947

Amortisation in relation to intangible assets (customer contracts) — 2,930 2,930 — 3,211 3,211

Depreciation and amortisation (excluding amortisation in relation to intangible assets (customer contracts)) — 3,191 3,191 — 3,227 3,227

Impairment of intangible assets (customer contracts) — 9,275 9,275 — 2,895 2,895

Reversal of impairment of intangible assets (customer contracts) — (2,930) (2,930) — — —

Legal and professional 6,475 724 7,199 5,908 — 5,908

Other administration costs 15,205 — 15,205 14,339 5 14,344

84,258 21,940 106,198 75,089 25,850 100,939

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A7. Dividend payout ratio

All dividends are derived from note 28 except for the proposed final dividend for the year

ended 31 March 2025, which has not yet been paid.

31 March

2025

£000

31 March

2024

£000

Interim dividend declared

1

8,610 7,765

Proposed final dividend 19,571 18,022

28,181 25,787

Divided by adjusted profit for the period attributable to

OrdinaryShareholders (see note A3) 46,969 44,730

Dividend payout ratio 60% 58%

1. Dividends declared and proposed are calculated on the total number of shares. The actual dividend paid will be adjusted for

treasury shares held as these are not entitled to dividends. The total cash paid for the interim dividend was £8,477,000 (2024:

£7,765,000). See note 28.

A8. Dividend payout

All dividends are derived from note 28 except for the proposed final dividend for the year

ended 31 March 2025 which has not yet been paid.

31 March

2025

£000

31 March

2024

£000

Interim dividend declared (see note A7) 8,610 7,765

Final dividend proposed 19,571 18,022

28,181 25,787

Divided by total number of shares (see note 27) 116,348 116,271

Dividend payout (pence) 24.2 22.2

Alternative performance measures

A6. Adjusted earnings per share

31 March

2025

£000

31 March

2024

as restated

1

£000

Earnings

Adjusted profit for the period for the purpose of basic and

diluted earnings per share (see note A3) 46,969 44,730

Weighted average number of Ordinary Shares and earnings per share are derived from note 12

to the financial statements.

31 March

2025

‘000

31 March

2024

‘000

Number of shares

Weighted average number of Ordinary Shares for the purpose

ofbasic earnings per share 115,118 115,978

Weighted average number of Ordinary Shares for the purpose

ofdiluted earnings per share 118,739 119,069

31 March

2025

pence

31 March

2024

as restated

1

pence

Adjusted earnings per share

Adjusted basic 40.8 38.6

Adjusted diluted 39.6 37.6

1. The Group has restated the adjusted earnings per share for the year ended 31 March 2024 using adjusted profit.

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A9. AUM growth %

31 March

2025

£bn

31 March

2024

£bn

AUM at current period end 13.2 12.1

Less AUM at prior period end (12.1) (12.2)

1.1 (0.1)

Divided by AUM at prior period end 12.1 12.2

AUM growth % 9.1% (0.2%)

Note the % has been subject to a rounding adjustment.

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Financial Statements

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Appendices to the financial statements

Related undertakings

The Company has investments in the following undertakings:

Domicile Type

Country of

registration Interest

Subsidiary undertakings

FGB S.à r.l. Luxembourg Company Luxembourg 100%

Foresight Group Holdings (UK) Limited UK Company England & Wales 100%

Foresight Asset Management Limited UK Company England & Wales 100%

Foresight Asset Management Greece Single Member Societe Anonyme Greece Company Greece 100%

Foresight Fund Managers Limited UK Company England & Wales 100%

Pinecroft Corporate Services Limited UK Company England & Wales 100%

Foresight NF GP Limited UK Company England & Wales 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%

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Financial Statements

Additional Information

Appendices to the financial statements

Domicile Type

Country of

registration Interest

Foresight West Yorkshire Business Accelerator General Partner LLP UK LLP Scotland 100%

AIB Foresight SME Impact Fund GP Limited Ireland Company Ireland 100%

Foresight Regional Investment IV General Partner LLP UK LLP Scotland 100%

Foresight Regional Investment V General Partner LLP UK LLP Scotland 100%

Foresight Regional Investment VI GP LLP UK LLP Scotland 100%

Foresight Regional Investment VII General Partner LLP UK LLP Scotland 100%

Foresight Omnibus Founder Partner GP LLP UK LLP Scotland 100%

Foresight Regional Investment VIII General Partner LLP UK LLP England & Wales 100%

Foresight IFW Equity General Partner LLP UK LLP England & Wales 100%

Foresight SYPA GP LLP UK LLP England & Wales 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 Scotland 100%

PiP Multi-Strategy Infrastructure GP LLP UK LLP England & Wales 100%

Foresight Group Holdings UK Finco Limited UK Company England & Wales 100%

Foresight Group Australia Holdco Pty Ltd Australia Company Australia 100%

Foresight Group Australia Bidco Pty Ltd Australia Company Australia 100%

Foresight Capital Holdings Pty Limited Australia Company Australia 100%

Related undertakings

238

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Financial Statements

Additional Information

Appendices to the financial statements

Domicile Type

Country of

registration Interest

Foresight Australia Funds Management Limited Australia Company Australia 100%

Infrastructure Capital Services Pty Ltd Australia Company Australia 100%

Infrastructure Specialist Asset Management Limited Australia Company Australia 100%

Infra Asset Management Pty Limited Australia Company Australia 100%

Foresight Group CI Limited Guernsey Company Guernsey 100%

Foresight European Solar Fund GP Limited Jersey Company Jersey 100%

Foresight Holdco 2 Limited UK Company England & Wales 100%

VCF II LLP UK LLP England & Wales 100%

Foresight Group LLP UK LLP England & Wales 100%

Foresight Group Promoter LLP UK LLP England & Wales 100%

Foresight Investor LLP UK LLP England & Wales 100%

Foresight Group Australia 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 Hydrogen Infrastructure Fund GP S.à r.l. Luxembourg Company Luxembourg 100%

Foresight Energy Infrastructure Partners GP II S.à.r.l. Luxembourg Company Luxembourg 100%

Foresight Group Luxembourg S.A. Luxembourg Company Luxembourg 100%

Foresight European Solar Fund CIP GP Limited UK Company Scotland 100%

Related undertakings

239

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Financial Statements

Additional Information

Appendices to the financial statements

Domicile Type

Country of

registration Interest

Foresight 1 VCT Limited UK Company England & Wales 100%

Foresight Energy VCT Limited UK Company England & Wales 100%

Foresight Venture Limited UK Company England & Wales 100%

Foresight Venture Capital Limited UK Company England & Wales 100%

Foresight VCT Investment Limited UK Company England & Wales 100%

Foresight Ventures VCT 2 Limited UK Company England & Wales 100%

Wellspring Finance Company Limited UK Company England & Wales 100%

Wellspring Management Services Limited UK Company England & Wales 100%

Related undertakings

240

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Additional Information

Community Day at Glaisters Bridge Woodland, Scotland, Part of Foresight’s Portfolio

What’s in this section?

242 Sustainability strategy

243 Glossary

245 Corporate Information

We invest holistically

in natural capital.

Additional Information

241

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Sustainability strategy

FY25 commitments reference table

Commitments for FY25 Theme

Review and enhance processes for ESG due diligence, monitoring and engagement across the investment streams, reflecting Foresight’s material sustainability topics

and broader regulatory requirements.

Investment process

Enhance the Group Enterprise Risk Management (“ERM”) framework by integrating identified risks from the double materiality analysis. Risk

Enhance our Group Sustainability team function, ensuring we have the skillsets and resources in place to meet the evolving regulations and business needs. Governance

Identify which of our funds require a sustainability label and ensure those funds secure the appropriate sustainability label. Regulatory

Ensure all our communications referring to sustainability are in line with the SDR anti-greenwashing rules. Regulatory

Continue to review and enhance disclosures and reporting for all our funds falling under SFDR and SDR. Regulatory

Continue to work towards our stated objectives on diversity and inclusion within our own workforce, confirming that our disclosures are in line with the FCA

consultation paper on diversity and inclusion.

Our people

Publish an overarching Group Code of Conduct. Governance

Apply the updated UK Corporate Governance Code 2024 at Group level. Governance

Publish fund-level TCFD Reports for applicable funds. Regulatory – TCFD

Advance Group-level TCFD reporting by expanding the scenario analysis to include Private Equity and Foresight Capital Management divisions. Regulatory – TCFD

Develop carbon reduction targets/climate transition plans for relevant funds or portfolios of investments. Regulatory – TCFD

Continue to evaluate the feasibility of a Group-level carbon reduction/transition plan. Regulatory – TCFD

Continue to evaluate whether to include climate-related KPIs for employees as part of the remuneration strategy. Regulatory – TCFD

Further develop the Group-level exclusion list for investments to be aligned with Foresight’s sustainability focus. Governance

Initiate Group-level human rights due diligence process, and review and enhance existing processes at the investment division level where needed, to align with OECD

Guidelines and UN Guiding Principles.

Investment process

For the report for FY26, we intend to integrate the Sustainability Report in the Annual Report, and report and enhance data collection to align with ISSB and upcoming

UK Sustainability Reporting Standards (“SRS”).

Regulatory

Over the medium term we aim to advance our reporting to meet the Corporate Sustainability Reporting Directive (“CRSD”) by using the European Sustainability

Reporting Standards (“ESRS”).

Regulatory

242

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Additional Information

Executive Management Definition provided under the FCA’s Listing Rules under LR App

1, App 1.1: “the executive committee or most senior executive or

managerial body below the board (or where there is no such formal

committee or body, the most senior level of managers reporting to

the chief executive), including the company secretary but excluding

administrative and support staff”

FCA Financial Conduct Authority

FCM Foresight Capital Management

FEIP Foresight Energy Infrastructure Partners

FG Australia Foresight Group Australia Pty Ltd

FGCI Foresight Group CI Limited

FGLLP Foresight Group LLP

FIIF FP Foresight UK Infrastructure Income Fund

Foresight/ Foresight Group Holdings Limited together with its direct and

Foresight Group/ indirect subsidiary undertakings

Group

Foresight SICAV Foresight Global Real Infrastructure (Lux) Fund

FRIF Foresight Regional Investment Fund LP

FSFC Foresight Sustainable Forestry Company plc

FSFL Foresight Solar Fund Limited

FTE Full-Time Equivalent

FUM Funds Under Management

FVTPL Fair value through profit and loss

FY23/24/25 Year ended 31 March 2023/24/25

GHGs Greenhouse gases

GRIF FP Foresight Global Real Infrastructure Fund

IASB International Accounting Standards Board

IBR Incremental Borrowing Rate

IC Investment Committee

I&D Inclusion and diversity

IFA Independent financial adviser

Absolute TSR Share price appreciation plus dividends paid to show total return to

a Shareholder, expressed as a percentage

AGM Annual General Meeting

AIFM Alternative Investment Fund Manager

AITS Foresight’s Accelerated Inheritance Tax Solution

AML Anti-Money Laundering

AUM Assets Under Management (FUM + DUM)

CAGR Compound Annual Growth Rate

CASS The Financial Conduct Authority’s Client Assets Sourcebook

CFO Chief Financial Officer of Foresight Group

Company Foresight Group Holdings Limited

COO Chief Operating Officer

Core EBITDA pre-SBP Core earnings before interest, taxes, depreciation, amortisation and

share-based payments. See explanation in appendix to the financial

statements

CRO Chief Risk Officer of Foresight Group

DE&I Diversity, equity and inclusion

DTRs Disclosure Guidance and Transparency Rules

DUM Debt Under Management

EDD Enhanced Due Diligence

EIS Enterprise Investment Scheme

EPS Earnings per share

ESG Environmental, Social and Governance

Ethical Standard The FRC’s Revised Ethical Standard (2019)

EU European Union

Exco Executive Committee

Executive Group Board, Executive Committee and the Company Secretary

Glossary

243

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Financial Statements

Additional Information

Relationship Agreement Pursuant to Listing Rule 9.8.4, the Company has entered into

a relationship agreement with Bernard Fairman, Beau Port

Investments Limited and other parties with whom they are deemed

to be acting in concert

RMF Risk Management Framework

RPI Retail Price Index

SBP Share-based payment

SBTi Science Based Targets initiative

SC Sustainability Committee

SDGs Sustainable Development Goals

SDR UK Sustainable Disclosure Requirements

SECR Streamlined Energy and Carbon Reporting

SET Sustainability Evaluation Tool

SFDR Sustainable Finance Disclosure Regulation

SFT Sustainable Future Themes Fund

Shareholder Holder of the Company’s Ordinary Shares

SIP Share Incentive Plan

SSPs Shared Socioeconomic Pathways

TCFD Task Force on Climate-related Financial Disclosures

the Code The UK Corporate Governance Code

ToR Terms of Reference

TSR Total shareholder return

UNGC UN Global Compact

VAM VAM Global Infrastructure Fund

VCM Voluntary Carbon Market

VCT Venture Capital Trust

WACC Weighted average cost of capital

IFRS International Financial Reporting Standard(s)

IPEV International Private Equity and Venture Capital

IPO Initial Public Offering

ISAE 3402 International Standard on Assurance Engagements – 3402,

Assurance Reports on Controls at a Service Organisation

ITS Foresight’s Inheritance Tax Solution

JLEN JLEN Environmental Assets Group

LSE London Stock Exchange

MAR Market Abuse Regulation, being the UK version of Regulation

(EU) No. 596/2014 which has effect in English law by virtue of the

European Union (Withdrawal) Act 2018

Minority ethnic Definition provided under the FCA’s Listing Rules under LR App 1,

background App 1.1: from one of the following categories of ethnic background,

as set out in the tables in LR 9 Annex 2.1R(b) and LR 14 Annex

1.1R(b), excluding the category “White British or other White

(including minority-white groups)”

NAV Net Asset Value

NCIA Sustainable Market Initiative’s Natural Capital Investment Alliance

NEDs Non-Executive Directors

OEIC Open Ended Investment Company

O&M Operations and maintenance

Parent Company Foresight Group Holdings Limited

PiP Pensions Infrastructure Platform

PRI The UN’s Principles for Responsible Investment

PSC People & Sustainable Culture

PSP Performance Share Plan

RCSA Risk Control Self-Assessment

Recurring revenue Management, secretarial and directors’ and monitoring fees

REF FP Foresight Sustainable Real Estate Securities Fund

Glossary

244

Foresight Group Holdings Limited

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Introduction

Strategic Report

Governance

Financial Statements

Additional Information

Registered number

51521

Directors

Bernard Fairman

(Executive Chairman)

Gary Fraser

(Chief Financial Officer and Chief Operating Officer)

Alison Hutchinson, CBE

(Senior Independent Non-Executive Director)

Geoffrey Gavey

(Independent Non-Executive Director)

Mike Liston, OBE

(Independent Non-Executive Director)

Company Secretary

Jo-anna Nicolle

Registered office

1st Floor, Royal Chambers

St Julian’s Avenue

St Peter Port

Guernsey GY1 3JX

Principal office

The Shard

32 London Bridge Street

London SE1 9SG

Joint corporate brokers

Berenberg

60 Threadneedle Street

London EC2R 8HP

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

English and US legal advisers

Travers Smith LLP

10 Snow Hill

London EC1A 2AL

Guernsey legal advisers

Ogier (Guernsey) LLP

Redwood House

St Julian’s Avenue

St Peter Port

Guernsey GY1 1WA

Auditors

BDO LLP

55 Baker Street

London W1U 7EU

Registrar

Computershare Investor Services (Guernsey) Limited

13 Castle Street

St Helier

Jersey JE1 1ES

Corporate information

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Notes

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Annual Report and Financial Statements FY25

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247

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

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Notes

248

Foresight Group Holdings Limited

Annual Report and Financial Statements FY25

Introduction

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Governance

Financial Statements

Additional Information

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Foresight Group Holdings LimitedAnnual Report and Financial Statements 2025

Foresight Group Holdings Limited

1st Floor, Royal Chambers

St Julian’s Avenue

St Peter Port

Guernsey

GY1 3JX

foresight.group

It takes Foresight.