213800NNT42FFIZB1T09 2025-04-01 2026-03-31 iso4217:GBP 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 iso4217:GBP xbrli:shares 213800NNT42FFIZB1T09 2026-03-31 213800NNT42FFIZB1T09 2025-03-31 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:IssuedCapitalMember 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:SharePremiumMember 213800NNT42FFIZB1T09 2025-03-31 foresightgroup:SharesHeldInEscrowReserveMember 213800NNT42FFIZB1T09 2025-03-31 foresightgroup:OwnShareReserveMember 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:TreasurySharesMember 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800NNT42FFIZB1T09 2025-03-31 foresightgroup:GroupReorganisationReserveMember 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800NNT42FFIZB1T09 2025-03-31 ifrs-full:RetainedEarningsMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:IssuedCapitalMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:SharePremiumMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 foresightgroup:SharesHeldInEscrowReserveMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 foresightgroup:OwnShareReserveMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:TreasurySharesMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 foresightgroup:GroupReorganisationReserveMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800NNT42FFIZB1T09 2025-04-01 2026-03-31 ifrs-full:RetainedEarningsMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:IssuedCapitalMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:SharePremiumMember 213800NNT42FFIZB1T09 2026-03-31 foresightgroup:SharesHeldInEscrowReserveMember 213800NNT42FFIZB1T09 2026-03-31 foresightgroup:OwnShareReserveMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:TreasurySharesMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800NNT42FFIZB1T09 2026-03-31 foresightgroup:GroupReorganisationReserveMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800NNT42FFIZB1T09 2026-03-31 ifrs-full:RetainedEarningsMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:IssuedCapitalMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:SharePremiumMember 213800NNT42FFIZB1T09 2024-03-31 foresightgroup:SharesHeldInEscrowReserveMember 213800NNT42FFIZB1T09 2024-03-31 foresightgroup:OwnShareReserveMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:TreasurySharesMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800NNT42FFIZB1T09 2024-03-31 foresightgroup:GroupReorganisationReserveMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800NNT42FFIZB1T09 2024-03-31 ifrs-full:RetainedEarningsMember 213800NNT42FFIZB1T09 2024-03-31 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:IssuedCapitalMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:SharePremiumMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 foresightgroup:SharesHeldInEscrowReserveMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 foresightgroup:OwnShareReserveMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:TreasurySharesMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 foresightgroup:GroupReorganisationReserveMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800NNT42FFIZB1T09 2024-04-01 2025-03-31 ifrs-full:RetainedEarningsMember
Foresight Group Holdings Limited
Annual Report and Financial Statements
For the year ended 31 March 2026
Investing
beyond capital
Our purpose
We invest beyond capital to build a sustainable
futureand grow thriving economies
Our values
Founded in 1984, Foresight is a leading investment
manager in real assets and capital for growth.
Across our two divisions, Real Assets and Private Equity, we are building future energy systems
and resilient infrastructure, backing next-generation opportunities in technology, land and water,
and growing the potential of ambitious companies.
Foresight’s decades of investment experience and hands-on approach help us create and
maximise value. We provide attractive returns to our 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
and strong financial performance through economic cycles.
Beyond the capital we invest and the businesses and infrastructure we build, we are
growing new market opportunities around the world.
Impact
Creating lasting,
sustainable growth for
people and the planet.
Collective success
Working together to build
an inclusive, collaborative
environment where
everyone can succeed.
Ambition
Aiming high and investing
in our people to build a
successful culture with
entrepreneurship at
its core.
Integrity
Acting with honesty and
accountability to build trust
and grow responsibly.
Contents Highlights
Introduction
1 Highlights
2 Executive Chairman’s statement
4 Chief Executive’s report
Strategic Report
7 Overview
13 Business review
24 Performance and risk
54 Sustainability
Governance
See pages 107 to 151
Financial Statements
See pages 152 to 228
Additional Information
See pages 229 to IBC
AUM
1,2
£13.0bn
+8%
FY25: £12.1bn
FUM
1,2
£9.0bn
+7%
FY25: £8.4bn
Total revenue
2
£164.9m
+11%
FY25: £148.6m
Recurring revenue
1,2
82.1%
(4)%
FY25: 86.1%
Core EBITDA
pre‑SBP
1,2
£68.6m
+10%
FY25: £62.2m
Profit attributable
toShareholders
2
£45.6m
+35%
FY25: £33.9m
Adjusted
EPS
1,2
46.4p
+13%
FY25: 40.9p
Staff engagement
score
79%
+1%
FY25: 78%
1. Previous reporting referenced total green energy technology capacity, with methodology updated to only incorporate installed capacity.
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. Further APM detail can be found within the appendices of this Report.
Notes:
FY26 and FY25 figures represent continuing operations following the agreed sale of the Group’s public markets division.
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 FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Executive Chairman’s statement
Business performance
In FY26 we delivered another period of profitable growth,
with double-digit percentage increases in core EBITDA
pre-SBP, earnings per share and dividend per share. Since
IPO in 2021, core EBITDA pre-SBP has now nearly tripled,
supporting dividends that have paid out a cumulative total
of over £100 million to Shareholders over the last five years.
Whilst our current valuation remains disappointing, we are
focused on improving this by delivering further value to
Shareholders in the form of profitable growth and capital
returns.
Despite headwinds facing private market fundraising, the
Group’s diversified pipeline of new capital has continued
to drive growth, capitalising on the long-term structural
trends present across our key markets. Rising geopolitical
conflicts strongly reinforce the strategic imperative for energy
security and investment in renewables and their enabling
infrastructure. FEIP II directly serves this investment demand
in the UK and Europe and the deployment from this second
vintage is well underway. We remain confident of reaching
our total fundraising target of €1.25 billion, enhanced by the
ongoing maturation of the FEIP I track record.
Funding shortfalls remain in the UK and Ireland SME market,
driven by high interest rates, rising operational costs and
structural, long-term deficiencies in risk finance. Private
capital that helps to bridge this regional SME equity gap is
as critical as ever. With 16 active institutional funds, we are
supporting some of the UK and Ireland’s most promising
smaller companies and helping them achieve their long-term
growth objectives.
We anticipate demand for further vintages of these funds to
be underpinned by the team’s regional boots-on-the-ground
presence across 13 UK and Ireland offices supported by a
track record of strong performance and deep regional LP
relationships.
Retail investor demand has remained strong through the year.
Our products provide clients with the opportunity to benefit
from a strong investment performance whilst also directing
investment into UK regional businesses and infrastructure.
Our well-established sales team raised a record £630 million
into higher-margin retail vehicles in FY26 (FY25: £587 million),
retaining our number one position in annual UK unquoted
business relief fundraising. We are expecting another record
year in FY27.
The Group’s diversified fundraising pipeline across both
institutional and retail investment vehicles, combined with
a focus on managing long-duration capital, helps drive
sustainable and predictable growth through economic cycles.
With complete focus now on our core Real Assets and Private
Equity divisions following the post-period-end agreed sale
of our public markets division, our streamlined business will
continue to leverage our multi-decade history and proven
track record of performance excellence in private markets
investment.
“Rising geopolitical conflicts
strongly reinforce the strategic
imperative for energy security and
investment in renewables and their
enabling infrastructure.”
Bernard Fairman
Executive Chairman
2 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Leadership and Board changes
In June 2025, Gary Fraser was appointed as Group CEO.
This appointment has enabled Gary to increase focus on
shaping and executing the ongoing delivery of the Group’s
strategy in FY26, building on his already pivotal contribution
during his over 20 years at Foresight.
In April, John Le Poidevin, a former senior audit partner
at BDO LLP, joined us as a Non-Executive Director on the
Board and will assume the role of Chair of the Audit & Risk
Committee later in 2026, in addition to already being a
member of the Audit & Risk, Nomination and Remuneration
Committees. John brings strong technical audit capability,
a rigorous approach to risk and controls, and a clear
understanding of public market governance.
Capital allocation
Continuing profitable growth enables growing dividends to
be delivered to our Shareholders in line with the Group’s
policy which targets a total dividend payout ratio of 60% of
adjusted profit. Given our performance in the year, including
maintaining a high level of cash generation, the Board is
pleased to declare a final dividend of 19.0 pence per share
for approval by Shareholders at the upcoming AGM. When
combined with our interim dividend of 8.1 pence per share
(H1 FY25: 7.4 pence per share) this gives a total dividend
payment for the year of 27.1 pence per share, representing
a12% increase on prior year (FY25: 24.2 pence per share).
The final dividend will be paid on 2 October 2026 based on
an ex-dividend date of 17 September 2026, with a record
date of 18 September 2026.
Following the April 2025 announcement of an up to
£50 million share buyback programme over three years, a
net £9.6 million was utilised to repurchase Ordinary Shares in
FY26. Over FY27 and FY28, the remaining £40.4 million of the
current share buyback programme is expected to be utilised,
noting that the Board will reassess the utilisation of the
share buyback authority when considering capital allocation
priorities. Going forward, all Ordinary Shares repurchased
that are not required to satisfy our Performance Share Plan
Awards will be cancelled bi-annually to lock in the resulting
earnings accretion for 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 ongoing efforts as we enter FY27.
Bernard Fairman
Executive Chairman
26 June 2026
Executive Chairman’s statement
3 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Chief Executive’s report
As I mark my first anniversary as Chief Executive Officer of
Foresight, I do so with a strong sense of confidence in our
business model, with clarity about the path ahead and in the
strong relationships we hold with our investors, communities
and people.
High-quality, recurring earnings remain a defining feature
of our business and at the close of the year ended
31 March 2026, £13.0 billion of Assets Under Management
was spread across a diversified base of retail and institutional
capital. In a volatile macro and geopolitical environment, our
diversity across investment strategies, geographies and client
channels continues to underpin the resilience of our platform.
My commitment as Chief Executive Officer will be to focus,
scale and compound the strengths that already define us.
To deliver this, I have established four strategic objectives
for the Group: to grow fee-paying AUM, both organically and
through accretive M&A, to deliver investment excellence as
our organising principle, to expand margin as the business
scales and to maintain a high level of cash generation to
support capital allocation priorities.
Growth and distribution
These results continue to prove our consistent ability to meet
market expectations and extend a multi-year trajectory of
profitable, organic growth through successful fundraising.
Foresight’s growth model is deliberately built around two
complementary engines: the breadth and consistency of
UK retail capital, and the depth and long-term certainty of
worldwide institutional capital. In FY26, our retail fundraising
continued to break prior records, with over £600 million
raised into higher-margin, tax-efficient products, underlining
sustained investor demand and the strength of our
multi-channel distribution capability.
Alongside this, demand for our regional private equity
remains robust, with £95 million raised during FY26.
Our multi-vintage rollout across our regional SME investment
strategy continues to mature. We are also seeing defined
sector focus emerging, particularly across defence,
sustainability and resilience, and increasing exposure to
UK deep tech, where innovation, security and productivity
intersect with long-term capital needs.
Institutionally, progress continued across our flagship real
asset investment platform, Foresight Energy Infrastructure
Partners II SCSp (“FEIP II”) which is investing in Europe’s
energy transition, infrastructure resilience and the security
of energy supply. Despite elongated fundraising periods
across the sector, the Fund is making good progress towards
achieving its €1.25 billion target, having secured €595 million
in commitments to date including three investors new to
Foresight. Portfolio currently includes three investments
completed across battery storage, solar and onshore wind.
The teams’ commitment to capital raising through proactive
client service and lateral thinking has enabled ongoing
engagement with investors and the development of new
opportunities.
“Foresight enters its next phase
of growth with clear strategic
priorities, a strengthened
leadership team and a proven
business model, giving me
confidence in our ability to deliver
sustainable growth, investment
excellence and long‑term value
forall our Stakeholders.”
Gary Fraser
Chief Executive Officer
4 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Chief Executive’s report
Investing beyond capital
Foresight has never been a business built on short-term
momentum. Our success has been driven by a uniquely
entrepreneurial approach to invest “beyond capital” in a
repeatable, systemic way across the business with excellence
as our organising principle.
Delivering investment excellence
I define this as an end-to-end discipline at Foresight which
runs from origination and capital deployment through to
active ownership, stewardship and exit. In this way, Foresight
teams offer more than just investment by combining their
specialist expertise and active ownership with a persistent
focus on achieving net positive impact and long-term value
creation for clients, Shareholders and our portfolio of
companies and assets.
In FY26, this discipline continued to deliver. Our multi-vintage
approach remains central to sustaining this performance.
By repeatedly backing proven strategies and teams, each new
fund benefits from insight, data and experience gained and
embedded in previous vintages, strengthening consistency
and compounding capabilities over time. The agreed sale of
our public markets division post-period end underscores this
focus and commitment to our proven strengths in the private
markets across real assets and regional private equity and
our leadership in tax-efficient investing.
Investment excellence and our proven track record have
been evidenced this year by high-quality realisations. The
successful exit of TES Group, which generated a 4x multiple,
demonstrated the value of active ownership, operational
professionalisation and disciplined exit execution within our
private equity strategy. In Australia, strong realisations have
contributed to material performance fees for the Group, whilst
our natural capital team’s exit from Banc Farm also delivered
a multiple on invested capital of 1.8x.
People, culture and sustainability
Engagement levels across the business remain exceptionally
high with a 79% staff engagement score in our annual survey.
78% of colleagues believe Foresight has a positive impact on
communities and the environment, reflecting the strong sense
of personal as well as professional investment in what we do.
This year we developed a new Group Sustainability Strategy,
providing a credible, transparent demonstration of our ongoing
commitment to sustainability. This aligns with our business
model and reflects our ambition to look “beyond capital”
to deliver long-term value for all our key Stakeholders, our
investors, clients and the communities in which we operate,
through its three pillars: Responsible Business, Climate and
Environment, and People and Culture.
Alongside this, we have published our first Climate
Alignment Plan. The Plan covers 96% of the Group’s Scope
1–3 greenhouse gas emissions, with a particular focus
on Real Assets, reflecting its central role in shaping our
overall climate profile. We have used recognised external
frameworks to guide our approach, including the Science
Based Targets initiative (“SBTi”) Financial Institutions Net Zero
(“FINZ”) recommendations. We believe that the objectives
we have set out within the Plan provide a clear and credible
direction for our climate ambition which can be delivered
throughout the business and establishes clear objectives
across climate-aligned assets, climate solutions, clean
energy exposure and power generation emissions intensity,
which we will monitor and report against over time.
5 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Chief Executive’s report
Post-period end, we were also pleased to publish our first
Group-wide Stewardship Report, marking a significant
milestone for Foresight. The report represents our first
submission to the UK Stewardship Code and establishes a
strong foundation for further progress across the Group in
meeting client expectations in this important area.
Operational maturity, leverage and innovation
Over the past year, I have taken deliberate steps to
evolve how we lead and run the Group. From an attractive
margin base, my intention is to grow it as our operations
scale through a focused business model, new product
development, disciplined M&A activity and the next
generation of leadership.
Post-period end, I was pleased to announce the appointment
of Duncan Symonds as the new Global Head of Real Assets.
We are confident that Duncan’s extensive Real Asset
experience across our key geographies of the UK, Europe and
Australia ideally positions him to strengthen and grow our
Real Assets platform. Duncan also joined Foresight Group’s
Executive Committee, reflecting the strategic importance of
his leadership of this division.
Building a smarter, more efficient and productive organisation
is essential to scaling Foresight responsibly. Over the last year,
we have made tangible progress in advancing our technology
foundations to modernise core systems and invest in platforms
that enable better collaboration and decision-making across
the business. At the same time, we are approaching the use of
AI in a controlled, value-additive way to reduce administrative
burden and improve productivity, supported by training and
clear guidance.
As we grow, our priority is to ensure that scale delivers
operating leverage, translating growth in AUM into margin
expansion, strong cash generation and sustained returns
on capital.
Capital allocation discipline remains critical, with ongoing share
buybacks reflecting confidence in the long-term value of the
business and our commitment to Shareholder returns.
Foresight is entering its next phase of growth with a
clear strategy, investing in our strongest platforms with a
strengthened leadership foundation. As CEO, my priority is to
ensure we stay focused on what we do best, scale what works
and ensure that growth translates into sustainable profitability,
cash generation and long-term value creation.
Gary Fraser
Chief Executive Officer
26 June 2026
6 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Strategic Report
Overview
8 Investment case
9 Business model
10 Strategic objectives and key
performance indicators (“KPIs”)
Building successful
investment strategies.
7 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Investment case
Creating Shareholder value by delivering consistent growth.
Please see pages 14 to 23 for further details
82%
Recurring
revenue
100%
Of long-duration
capitalby AUM
Supports capital allocation
up to
£50m
Share buyback
programme over
threeyears
60%
Dividend
payout ratio
6
Offices
internationally
13
UK & Ireland
offices
850+
Real Assets
opportunities
reviewed annually
4,000+
SME investment
opportunities
reviewed annually
200+
Institutional LP
relationships
50+
Sales professionals
delivering excellent
intermediary
retail distribution
acrosstheUK
AUM (%) by distribution
72%
Institutional
28%
Retail
AUM (%) by geography
54%
UK
46%
Non-UK
AUM (%) by division
85%
Real Assets
15%
Private Equity
See our business divisions section
ș Energy transition investment outpacing
fossilfuels in Europe
ș Between 2025-30, an 125% cumulative
increasein annual investment is required for
global net zero targets to remain on track
1
ș In the UK, there is an estimated £65 billion
SME lending gap translating to a shortfall
of£15-20billion annually
2
1. High‑quality
earnings
2. Specialist
capabilities
3. Market
opportunity
4. Diversified
product range
1. Source: Bloomberg NEF Energy Transition Investment Trends 2026.
2. Source: Allica Bank, “Rebooting SME Finance to Unlock Growth”, April 2025.
8 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Business model
Non‑recurring revenue
Management fees
Directors’ and monitoring fees
Secretarial fees
Guidance
Marketing fees
Arrangement fees
Performance (other) fees
85-90%
Guidance
10-15%
Funds raised
Expertise
FUM
Funds deployed
Realisations
of AUM
of core EBITDA
pre-SBP
85% 72%
Real Assets
Well-established real assets investor in
Europe and Australia across the energy
transition, natural capital and core
infrastructure.
£11.1bn
of AUM
of core EBITDA
pre-SBP
15% 28%
Private Equity
One of the most active UK regional SME
investors, supporting growing companies
through economic cycles.
£1.9bn
See pages 14 to 19 for further details
See pages 20 to 23 for further details
Our key inputs
drive revenue
across our investment divisions
Markets
ș Energy transition investment outpacing
fossilfuels in Europe
ș Between 2025-30, an 125% cumulative
increase in annual investment is required for
global net zero targets to remain on track
1
ș In the UK, there is an estimated £65 billion
SME lending gap, translating to a shortfall of
£15-20billion annually
2
See pages 14 to 23 for further details
Our team
ș 200+ years of aggregate Partner experience
ș 50+ retail distribution team
ș Dedicated in-house asset management team
Our sustainability approach
ș Responsible Business
ș People and Culture
ș Climate and Environment
See page 59 for further details
Recurring revenue
1. Source: Bloomberg NEF Energy Transition Investment Trends 2026.
2. Source: Allica Bank, “Rebooting SME Finance to Unlock Growth”, April 2025.
9 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Strategic objectives and key performance indicators (“KPIs”)
Grow AUM, both organically and through accretive M&A
Strategic objective
KPIs
£13.0bn
AUM
1
FY25 £12.1bn
FY26 £13.0bn
8% increase year-on-year
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
FY26 progress and outlook
ș Record annual fundraising in higher-margin retail vehicles
was the key driver in the AUM uplift, with positive foreign
exchange movements largely offsetting the impact of strong
realisations in Australia
£0.8bn
Gross fundraising
1
FY25 £1.3bn
FY26 £0.8bn
£0.5 billion decrease year-on-year
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 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
FY26 progress and outlook
ș Record fundraising of £630 million in higher-margin retail
vehicles (FY25: £587 million)
ș Institutional fundraising of £178 million across real asset and
private equity products (FY25: £546 million)
£164.9m
Revenue
FY25 £148.6m
FY26 £164.9m
82.1% recurring revenue
1
(FY25: 86.1%)
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
FY26 progress and outlook
ș Total revenue grew by 11% as a result of recurring revenue
growth, as well as strong marketing and performance fees
during the period
ș Achieved 82% recurring revenue, maintaining a high level of
predictability over future income
1. The following KPIs are alternative performance measures: Assets Under Management (“AUM”) – Gross fundraising – Recurring revenue.
10 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Strategic objectives and key performance indicators (“KPIs”)
Deliver investment excellence
Strategic objective
KPIs
£574m
Deployment
1
25 £164m
26 £321m
FY25 £255m
FY26 £253m
37% increase year-on-year
Why is this important?
ș The rate at which we can deploy funds, whilst also
dependent on cash availability, indicates both the strength
of our origination capabilities and the level of investment
opportunities within our key markets
FY26 progress and outlook
ș Sourced and reviewed 850+ real asset opportunities and
>4,000 private equity opportunities
ș Continued development of the real asset future deployment
rights pipeline, which is in excess of £3.6 billion
£11.6m
Performance fees
FY25 £5.2m
FY26 £11.6m
£6.4 million increase year-on-year
Why is this important?
ș For funds that have the ability to earn performance fees,
this is a good measure of whether target returns have been
successfully met
ș Whilst not classified as recurring revenue, the Group has
historically delivered performance fees annually
FY26 progress and outlook
ș £11.6 million of performance fees generated for the Group by
strong realisations across both Real Asset and Private Equity
divisions
ș Performance on track to generate further performance fees
in future years
79%
Staff engagement score
FY25 78%
FY26 79%
1% increase year-on-year
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
FY26 progress and outlook
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. Following the agreed sale of the Group’s public markets division, Group total deployment is now a more focused and meaningful metric, providing a consolidated view of capital deployed across the Group’s two remaining core private markets divisions.
Key:

Private Equity

Real Assets
11 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Strategic objectives and key performance indicators (“KPIs”)
Expand margin through profitable growth and added scale Return surplus free cash flow generated to Shareholders
Strategic objective
KPIs
£68.6m
Core EBITDA pre‑SBP
1
£62.2m
£68.6mFY26 41.6%
FY25 41.8%
10% increase year-on-year
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
FY26 progress and outlook
ș Another year of profitable growth, up 10% in FY26
ș We continue to target margin expansion as the Group scales
27.1p
Total dividend per share
FY25 24.2p
FY26 27.1p
12% increase year-on-year
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
FY26 progress and outlook
ș Due to the growth in profits and a continued strong level of cash flow generation we increased our
total dividend by 12% year-on-year
1. The following KPIs are alternative performance measures: Core EBITDA pre-SBP.
12 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
14 Real Assets
20 Private Equity
Invest. Build. Grow.
Strategic Report
Business review
13 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
1. Previous reporting referenced total green energy technology capacity, with methodology updated to only incorporate installed capacity.
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.
Business review
Real Assets
FY26 highlights
ș Foresight Energy Infrastructure Partners
II SCSp (“FEIP II”) has €595 million
commitments approved
to date
ș Three FEIP II investments
completedacross battery storage,
solarandonshore wind
ș £6 million performance fees generated
fromAustralia
ș Foresight Natural Capital I (“FNC I”)
madeits first afforestation exit, generating
a1.8x multiple oninvestedcapital
ș 17 acquisitions completed with a
valueof£321 million
£11.1bn
Assets Under Management
2
(FY25: £10.3bn)
£114.8m
Revenue
(FY25: £97.6m)
£49.5m
Core EBITDA pre‑SBP
2
(FY25: £39.9m)
4.6GW
Installed renewable energy
capacity
1
(FY25: 3.9GW)
454
Assets
(FY25: 448)
185+
Investment, commercial
andtechnical professionals
(FY25: 185+)
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.
14 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Business review
Operational overview
Foresight’s Real Assets division is one of the most established
real assets investors. The division invests 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,
and social, transport and digital infrastructure. With more than
185 professionals and deep sector expertise, the business
combines an international footprint with local market knowledge
to originate, execute and actively manage investments for both
institutional and retail clients.
Real Assets AUM by theme
Energy transition | 58%
Transport | 20%
Social | 7%
 Natural capital | 5%
Digital | 3%
Uninvested | 7%
Real Assets AUM by client type
Institutional | 76%
Retail | 24%
40
Australian assets
(28% of AUM)
104
European assets
(18% of AUM)
310
UK assets
(54% of AUM)
15 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Business review
Structural drivers
ș Energy security concerns
ș Global decarbonisation and government energy transition commitments
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 technology in grid infrastructure and storage
Energy transition
ș Energy transition investment significantly
outpacing fossil fuels in key markets: In 2025,
Europe allocated $296 billion
1
to clean energy
supply,compared to just $85 billion
1
for fossil fuels
ș Between 2025-30, an 125%
1
cumulative increase
in annual investment is required for global net zero
targets to remain on track
ș Grid investment must increase by ~1.7x
1
and
storage by ~3.3x
1
(versus only ~1.5x for renewables)
annually to stay on track for net zero by 2030
ș Structural drivers underpin the shift: Investment
momentum is supported by favourable policy
andregulation, energy security concerns,
declining clean technology costs and ongoing
efficiency gains
Natural capital
ș Nature and biodiversity-focused funds account
for c.10% of total global AUM at $1.6 trillion
2
, but
growingat a faster rate than any other category
ș There is an estimated funding gap of $700 billion
3
to reverse biodiversity loss and protect nature
ș More than half of the world’s GDP – an estimated
$58 trillion
3
– is moderately or highlydependent
on natural ecosystems
1. Source: Bloomberg NEF Energy Transition Investment Trends 2026.
2. Source: https://thegiin.org/publication/research/sizing-the-impact-investing-
market-2024/.
3. Source: World Economic Forum.
1
International origination and
disciplined investment approach
Deep expertise in origination, team breadth and
global relationships support a disciplined approach
to investment selection and execution.
3
Sustainable, long‑term growth
aligned to real asset themes
Foresight’s Real Assets platform is aligned to
long-term structural themes such as energy
security, decarbonisation, natural capital and
social infrastructure which support financial
outcomes and sustainability impact.

2
Active asset management
Value is enhanced across the lifecycle of an investment,
leveraging Foresight’s active, hands-on approach to the
operational and financial management of its real assets.
End-to-end investment solutions
Foresight offers end-to-end real assets investment solutions
for institutional and retail investors, with products diversified
by sector, technology and geography.
16 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
FY26 overview
Fundraising
We continue to explore new opportunities in the market
and look to develop additional products that support
decarbonisation agendas.
FEIP II has €595 million of commitments approved to date,
including €110 million approved during FY26, and continues
to make good progress towards its €1.25 billion target.
The Investment Manager remains encouraged by the level
of investor engagement with the strategy, reflecting the
continued need for long-term capital to support the energy
transition, and believes the Fund is well positioned to
progress its fundraising ambitions.
During the second half of the year, FNC I’s structure was
refined to support its growth ambitions, with changes
designed to facilitate further share issuance and improve
long-term liquidity arrangements for investors. The company
is expected to continue raising capital during FY27.
Australian Renewables Income Fund (“ARIF”) is re-engaging
with domestic and international investors to support
its next phase of growth, targeting an increase in
commitments from A$1.3 billion to A$2.0 billion to fund
its upcoming development pipeline within the next two
years. Fundraising activity is expected to focus primarily
on Australia, Japan and Korea.
Foresight Inheritance Tax Fund achieved a third consecutive
year of strong inflows, with $407 million allocated to real
assets investment strategies.
Capital deployment
Our divisional AUM increased by 8% to £11.1 billion
(FY25: £10.3 billion) in the period, largely supported by
a strong performance in our retail fundraising.
FY26 FY25
Transactions completed 17 11
Value (£m) 321 164
New future deployment rights (£m)
1
87.5 349
Total (£m) 408.5 513
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 real assets of over
£3.6 billion, across sectors including renewable generation,
storage and natural capital.
Deployment and operational highlights
Deployment
FEIP II completed three major investments during the year,
further advancing its strategy of investing in real assets that
support the energy transition and underpinning its disciplined
approach to portfolio construction:
ș 55% shareholding in flyRen Energy Group SpA, a leading
Italian renewable energy developer with a high quality
development pipeline of approximately 2.2GW across
solar PV, battery storage and onshore wind. flyRen has a
strong track record of progressing projects to ready-to-
build stage
ș 49% shareholding in Harmony Energy Income Trust plc,
alongside another Foresight fund. The transaction secured
ownership of the UK’s largest operational two-hour
duration battery energy storage portfolio. This comprised
eight fully operational, grid connected assets across
England and Scotland, providing a total capacity of
c.400MW/800MWh
ș 26% stake in Mirai Power GmbH, a German battery
energy storage systems developer with a 12.5GW project
pipeline across Germany. The platform primarily pursues
large-scale transmission connected assets, alongside a
selective approach to distribution-level projects
ARIF made its first investment into the New Zealand market
with the acquisition of NZ Clean Energy, which is expected
to close in the second half of 2026. The platform comprises
three late-stage solar-plus-battery projects totalling
approximately 300MW and access to a broader development
pipeline of more than 2GW. The transaction represents an
important milestone in ARIF’s growth strategy.
Over the year FNC I deployed £15 million into eight
forestry properties in Scotland and England, spanning more
than 1,500 hectares. The Fund continued to deliver its
afforestation strategy, planting 2.2 million trees and increasing
the total number planted since inception to 7.5 million.
Operational highlights
During the year, FEIP I’s operational progress was led by
Kölvallen Wind Farm in Sweden, which began operating after
three years of construction. The 277.2MW onshore wind farm
is expected to generate approximately 957GWh of renewable
electricity annually, adding significant renewable capacity to
Sweden’s grid.
Progress at FEIP I’s MaresConnect – the 750MW Ireland–Great
Britain interconnector project – included the advancement of
marine surveys and land acquisitions as a precursor to the
next development phase, followed by the securing of land on
both the Irish and Welsh sides and commencement of design
work and procurement strategy.
Business review
17 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Business review
ARIF strengthened its capital structure through the
completion of an A$700 million portfolio debt refinancing.
The refinancing consolidated debt across ten operating
renewable energy projects and provides a platform to
support continued investment in renewable energy projects
and ARIF’s development pipeline.
ARIF’s Kondinin wind farm also achieved a major milestone,
executing a long-term Power Purchase Agreement with
Synergy, Western Australia’s largest and state-owned
electricity generator and operator. Subject to final approvals,
Kondinin is expected to supply renewable energy into the
South West Interconnected System from late 2028, with Stage
1 expected to generate enough electricity to power up to
70,000 West Australian homes.
Realisations and divestments
FNC I completed its first exit with the sale of Banc Woodland
in Carmarthenshire. The woodland, acquired in 2021 and
planted in 2022, delivered 1.8x money on invested capital
and an IRR of 15.5% over 4.75 years, alongside 16,550
Woodland Carbon Code units. This sale demonstrates the
value potential of its woodland creation model. The capital
released from the Banc sale will be recycled into the next
wave of woodland creation, reinforcing FNC’s commitment to
delivering both financial and environmental returns.
In Australia, Diversified Infrastructure Trust (“DIT”) agreed the
sale of leading independent power producer Zenith Energy
at a valuation materially above the Fund’s prior holding value
generated performance fees for the Group. Under Foresight’s
ownership, Zenith has grown from 252MW to 710MW
capacity across 15 sites.
Also in Australia, in the second half of FY26, DIT agreed the
sale of Kinetic – Australasia’s leading mass transit operator
– to TPG Rise. Foresight retained a 30% stake, continuing its
support for Kinetic’s long-term growth and decarbonisation
journey.
Foresight ITS completed its sale of Mercia Power Response
Limited. Mercia is a UK-based flexible reserve power
generating business which was originally backed by Foresight
over ten years ago and has grown into an operational gas
peaking portfolio of 250MW alongside 7MW of small-scale
operational BESS projects and a pipeline of large-scale BESS
totalling 431MW. The transaction marks an important exit for
the Fund and was completed in line with the holding NAV of
the asset.
18 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Hume Hydro Power Station forms part of the Australian
Renewables Income Fund (“ARIF”), Foresight’s diversified
Australian energy fund. Hume Hydro is a 58MW operational
hydro power station located at Hume Dam on the Murray
River. The asset benefits from grid connections to both the
New South Wales and Victoria electricity markets.
During the year, the development stage Hume North Battery
Energy System received planning approval from the relevant
planning commission of New South Wales. The project
is expected to provide up to 75MW of capacity with two
hours of storage. The Hume BESS project is located in close
proximity to the power station, giving strategic benefits in
sharing the same network region.
The benefits of Battery Energy Storage Systems
(“BESS”)
Large-scale battery energy storage systems will play an
important role in the energy transition, by supporting
renewable energy and providing stability and firming
capacity to the grid. Storing excess energy from renewable
sources such as solar, wind and hydro in BESS enables its
use during periods of high demand which helps to maintain
grid stability. This in turn supports the retirement of ageing
energy infrastructure and paves the way for a transition to
net zero.
Location, location, location
Using land in close proximity to the existing hydro asset
as a location for the BESS project provides commercial
synergies and reduces the impact on the local community
and environment while maximising the existing infrastructure.
The Hume BESS project will benefit from direct access
to the existing grid transmission line and existing
road infrastructure.
Active asset management and platform value
creation
The development of the asset will be managed end-to-end
by Foresight Australia and it is projected that approximately
50 full-time jobs will be created at the peak of construction.
The project also reflects the value of ARIF’s diversified
portfolio which is positioned at the forefront of Australia’s
energy transition and provides immediate opportunity for
investors to gain access to an existing portfolio of operating,
contracted renewable energy assets, with a strong
development pipeline.
Nature recovery and biodiversity enhancement
Alongside the battery storage development, Foresight’s
Australian team is leading a nature recovery project to
enhance local biodiversity and support wildlife.
The initiatives include:
ș Planting native shrubs and trees to support wildlife
ș Installing water-saving devices and protective fences
ș Preparing tree holes to optimise growth conditions
This project reflects Foresight’s commitment to nature
recovery and demonstrates how real assets operations
can support local ecosystems.
Broader impact
Hume brings together several elements of Foresight’s
Real Assets strategy and demonstrates how Foresight can
use an existing operational renewable energy asset as a
platform for further energy transition investment, while
also embedding nature recovery into day-to-day asset
management.
58MW
Hume Hydro
operational
Connected to both
NSW and Victoria
75MW
Hume BESS
development
Planned to share grid
connection with Hume Hydro
KEY INSIGHTS
Hume hydro and battery storage development
CASE STUDY
19 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
1. Excludes £20 million of funds already under Foresight management.
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.
Business review
Private Equity
FY26 highlights
ș £95 million gross institutional inflows
across regional funds, including the launch
of a third North West focused vintage
1
ș 28 new and 64 follow‑on investments,
deploying £253 million
ș Deployed over £1 billion in the last five years
£1.9bn
Assets Under Management
2
(FY25: £1.8bn)
£50.1m
Revenue
(FY25: £51.0m)
£19.1m
Core EBITDA pre‑SBP
2
(FY25: £22.3m)
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.
20 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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 a wide variety of sectors and deal
stages, typically targeting businesses with an annual turnover
of up to £40 million. Each year we review over 4,000 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 65 investment professionals across a total of
13 offices currently in the UK and Ireland, supplemented by
international networks. In addition, we provide Private Credit
to alternative secured lending companies, which principally
service the UK SME market.
Business review
250+
Portfolio companies
(FY25: 250+)
65+
Investment professionals
(FY25: 55+)
Foresight regional office openings (excludes London office)
Belfast
Cardiff
2024
Exeter
Sheffield
Bristol
2025
Cambridge
2020
Edinburgh
2019
Nottingham
2013
Leeds
2022 2023
Dublin
Newcastle
2016
Manchester
Market opportunity
The regional market is underserved.
ș Population of 5.5m+ SMEs across the UK
1
ș In the UK, there is an estimated £65 billion SME
lending gap translating to a shortfall of £15-20
billion annually
2
1. Source: Department for Business & Trade.
2. Source: Allica Bank, “Rebooting SME Finance to Unlock Growth”, April 2025
21 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
FY26 overview
The multi-vintage roll out of the Group’s institutional regional
private equity strategy continued with FY26 gross inflows of
£95 million, including the launch of a 16th fund
1
. This bolsters
the Group’s excellent coverage of the UK and Ireland which
supports some of the country’s most promising smaller
companies.
We launched a new business relief product that facilitates
access to private credit for UK SMEs and property developers,
leveraging Foresight’s experience across over £300 million of
investment into the wholesale subsector within Private Credit.
Following a phase of significant fundraising in recent years,
the majority of funds are currently in deployment phase, with
a good pipeline of investment opportunities underpinned
by the division’s strong regional network throughout the UK
and Ireland.
Over the course of FY26, we completed a total of 28 new
deals across the division, including:
Play Revolution: Designer and manufacturer of indoor
soft-play systems with a proprietary radio frequency
identification-enabled gamified arena experience. The deal
enhances commercial and operational capacity and provides
a foundation for UK and international growth.
Spaceflux: Uses its AI-driven analytics and optical sensor
systems to provide analytics to the space surveillance
and tracking sector. With the seed funding from Foresight,
Spaceflux aims to scale its product and platform globally.
Revolve: Offers short-term revolving loans to SMEs for the
purchase of stock or working capital requirements. Funding
from Foresight adds additional lending capacity and enables
the company to scale its loan book.
We maintained a strong track record during the period with
a 3.5x average exit multiple across Growth and Buyout
investments since 2010
1
. This strong performance continues to
be recognised, with five awards
2
won over the course of FY26.
Business review
Funds raised
£162m
Growth Private Equity
(FY25: £167m)
£29m
Venture Capital
(FY25: £13m)
£125m
Private Credit
(FY25: £102m)
Capital deployed
£112m
Growth Private Equity
(FY25: £115m)
£25m
Venture Capital
(FY25: £27m)
£116m
Private Credit
(FY25: £113m)
1. Excludes £20 million of funds already under Foresight management.
2. Growth and Buyout private equity track record since 2010, excluding assets from
distressed fund mandates awarded post investment.
Divisional AUM split
Growth Private Equity | £1.2bn
(16 investment vehicles)
Private Credit | £0.4bn
(3investment vehicles)
Venture Capital | £0.3bn
(8investment vehicles)
Portfolio split by carrying value
Business services | 22%
Technology | 22%
 Asset-backed
lending | 21%
Healthcare | 14%
 Industrial and
manufacturing | 14%
Consumer | 7%
22 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
TES was founded in 1999 by Brian Taylor, CEO, and Noel McCracken,
Managing Director, to provide water and power technology engineering
expertise, specialising in critical infrastructure. The business quickly
developed its offering and today operates two divisions serving distinct
end markets. TES Power specialises in the design and manufacture of
high‑specification, low‑voltage power distribution equipment, mainly
for application within datacentres. TES Water provides Mechanical,
Electrical, Instrumentation, Control, Automation (“MEICA”) design
and build services to UK and Ireland water and wastewater utility
companies. For example, in 2023, TES Water completed substantial
works on the Irish Water Ringsend wastewater treatment plant
upgrade. The plant is now the largest in Ireland and processes
approximately 40% of all public wastewater.
Foresight made its investment in 2024, introducing a chairperson and
materially bolstering the Finance function. Subsequently, TES invested
significantly in its facilities and expanded its state-of-the-art head office
and manufacturing facility in Cookstown, Co. Tyrone, with the opening of
the TES Power Data Centre campus in Co. Derry. This facility provides
over 300,000 sq. ft. of additional manufacturing capacity and has
enabled the business to meet a substantial increase in global demand for
its products. The TES team was receptive to Foresight’s guidance, built
over years of investing experience, and together we grew revenue by 84%.
Foresight Group has now exited this investment and the transaction will
deliver a return of 4x to Foresight’s invested funds. The investment was
made through Foresight managed funds, with investors including AIB and
the British Business Bank. The exit to Legrand follows a period of strong
growth. Since Foresight’s initial investment, the Group has expanded
significantly, with c.300 staff now employed across its two manufacturing
sites in Northern Ireland.
The business has shown great support for meaningful social initiatives,
offering 30 apprenticeships in 2025 to help young people into work,
and has been deliberate in its hiring approach to reflect a year-on-year
improvement in new hires of female staff in what has historically been a
male-dominated sector.
KEY INSIGHTS
TES Group exit
CASE STUDY
4x
Return on capital
invested
300
Staff
employed
30
2025
apprenticeships
23 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
25 Financial review
37 Preparing for Provision 29 –
Risk management and
internalcontrols
Growing attractive,
risk‑adjusted returns.
Strategic Report
Performance and risk
39 Risks
44 Viability statement
45 Stakeholders
52 Section 172(1) statement
24
Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
£13.0bn
AUM
1
(31 March 2025: £12.1bn)
82.1%
Recurring revenue
1
(31 March 2025: 86.1%)
41.6%
Core EBITDA pre‑SBP margin
1
(31 March 2025: 41.8%)
Introduction
FY26 has been a year of solid operational and financial
performance for the Group, with Core EBITDA pre-SBP
increasing by 10% and adjusted basic earnings per share
rising by 13%, delivered against a mixed macroeconomic
backdrop. We have continued to grow our core business, with
increases in Funds Under Management, high-quality recurring
revenues and profitability, driven by the Group’s diversified
fundraising pipeline. Performance in the year also benefited
from increased realisations, particularly within our Australian
business, contributing to higher non-recurring revenues.
During the year, we have continued to invest in the business,
including further strengthening our distribution capabilities
and technology infrastructure. At the same time, the Group
has maintained strong cost discipline and cash generation,
enabling continued returns to Shareholders through dividends
and share buybacks.
The results for FY26 also reflect important strategic
developments, including the decision to sell the FCM division
allowing us to focus on our core Real Assets and Private
Equity divisions.
From continuing operations:
31 March
2026
31 March
2025
Period-end AUM¹ (£m) 13,024 12,068
Retail 3,703 3,391
Institutional 9,321 8,677
Period-end FUM¹ (£m) 9,022 8,432
Retail 3,447 3,186
Institutional 5,575 5,246
Total revenue (£000) 164,919 148,649
Recurring revenue¹ (£000) 135,348 128,053
Recurring revenue¹ (%) 82.1% 86.1%
Core EBITDA pre-SBP¹ (£000) 68,564 62,186
Core EBITDA pre-SBP margin¹ (%) 41.6% 41.8%
Adjusted profit¹ (£000) 52,527 47,035
Profit attributable to shareholders
(£000) 45,602 33,920
Basic earnings per share (pence) 40.3 29.5
Adjusted basic earnings per share¹
(pence) 46.4 40.9
Dividend per share (pence) 27.1 24.2
1. Alternative performance measures described and explained in the appendices to
the financial statements on pages 218 to 225.
“ In FY26, the Group continued to evolve,
with the business increasingly focused
on scalable, long‑duration strategies
supported by a high‑quality recurring
revenue base. This enhances the
visibility and resilience of our earnings
and underpins our confidence in the
Group’s future performance.”
Stephen Thayer
Group Finance Director
25 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
1 Assets Under Management/Funds Under Management (“AUM”/“FUM”)
AUM and FUM from continuing operations (excluding FCM) increased by 8% and 7% to
£13.0 billion and £9.0 billion respectively (FY25: £12.1 billion AUM and £8.4 billion FUM).
On a constant currency basis, AUM increased to £12.7 billion, with FUM at £8.8 billion.
Gross inflows of £0.8 billion included the following:
ș Record fundraising of £630 million into higher-margin retail vehicles, up 7% year-on-year
(FY25: £587 million)
ș Institutional inflows of £95 million through the Group’s regional private equity strategy
Successful realisations in Australia reduced AUM by approximately £250 million in the year
which was partially offset by FX-related increases which have recovered 42% of total historical
decreases since the FY23 Australia acquisition.
Overall, AUM growth reflects the Group’s continued ability to attract capital into long-duration
strategies, with an increasing contribution from higher-margin products and a pipeline of
committed but not yet deployed capital.
Financial review
FY25 AUM
(re-presented)
1
Net other
movements
Gross
outﬂows
Gross
fundraising
Exits FY26 AUM
(constant currency)
FX FY26 AUM
(actual)
£12,068m
£807m
£(171)m
£137m
£344m
£(161)m
£12,680m
£13,024m
1. FY25 and FY26 figures re-presented to reflect continuing operations.
26 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
2 Group financial performance
2.1 Alternative performance measures (“APMs”)
Our key performance measure continues to be core EBITDA pre-SBP, as 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 FY25, the Group also presents adjusted profit. Adjusted profit bridges between
statutory profit and core EBITDA pre-SBP and is used in the calculation of adjusted earnings per
share and the Group dividend. Adjustments to statutory profit to calculate adjusted profit arise
from business combinations and restructuring activities.
To provide greater transparency over the Group’s operating cost base, the Group also
introduced core administrative expenses and non-core administrative expenses in
FY25. Core administrative expenses are those included within core EBITDA pre-SBP and
represent the operating cost base of the business. Non-core administrative expenses
comprise items that are adjusted out of statutory profit and/ or adjusted profit.
The reconciliation of statutory profit, adjusted profit and core EBITDA pre-SBP for FY26 is
shown on the following page. All the Group’s APMs are also set out in the appendix to the
financial statements on pages 218 to 225, including explanations of how they are calculated
and, where relevant, how they are reconciled to a statutory measure.
While APMs are not a substitute for IFRS measures, the selected use of these provides
Stakeholders with additional information that assists in understanding the business.
In prior periods, this review used the terms “organic” and “inorganic” to analyse
period-on-period financial performance, reflecting the impact of acquisitions. “Organic”
represented the Group’s core operations excluding the contribution of acquired businesses,
while “inorganic” included those contributions.
This analysis is not presented in FY26, as the impact of the WHEB acquisition is included within
profit on discontinued operations (see below). All other acquisitions have completed a full year
of activity in both FY26 and FY25.
2.2 Discontinued operations (IFRS 5)
Following the agreement to dispose of FCM, which represents a separate part of the Group’s
operations, the results of FCM have been classified and presented as a discontinued operation
in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
The results are shown separately in the consolidated statement of comprehensive income,
with prior year comparatives presented on a consistent basis. Accordingly, this review
considers only the results of continuing operations.
Financial review
27 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
2.3 Summary income statement and adjusted profit and core EBITDA pre‑SBP
reconciliation
31 March 2026
£000
31 March 2025
£000
Revenue 164,919 148,649
Cost of sales (10,230) (6,480)
Gross profit 154,689 142,169
Administrative expenses (101,097) (101,462)
Other operating income 376 123
Operating profit 53,968 40,830
Other non-operating gains and losses (78) 583
Profit on ordinary activities before taxation 53,890 41,413
Tax on profit on ordinary activities (8,288) (7,493)
Profit from continuing operations 45,602 33,920
Adjustments:
Business combinations
Staff costs – acquisitions (excluding share-based payments) 556 1,408
Amortisation and impairment of intangible assets
(customer contracts and brands) 3,632 9,275
Fair value gains on contingent consideration
(incl. finance expense) (178) (45)
Deferred tax on acquisitions and impairment of
intangible assets (customer contracts and brands) (1,004) (2,686)
Staff costs – acquisitions (share-based payments)
1
1,140 3,432
Restructuring activities
Non-operational staff costs and redundancy payments 1,756 1,440
Legal and professional – Group restructuring costs 1,023 291
31 March 2026
£000
31 March 2025
£000
Adjusted profit 52,527 47,035
Depreciation and computer software amortisation 3,640 3,191
Finance income and expense (excluding fair value gain
on derivatives) 572 (382)
Other tax on profit on ordinary activities 9,292 10,179
Share-based payments – PSP, SIP and Phantom Plan
1
2,533 2,163
Core EBITDA pre-SBP 68,564 62,186
1. Total share-based payments consist of staff costs – acquisitions (share-based payments) and other share-based payments totalling
£3,673,000 (31 March 2025: £5,595,000). See note 8.
Financial review
28 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
2.4 Revenue analysis
31 March 2026
£000
31 March 2025
£000
Management fees 127,697 117,357
Secretarial fees 3,066 2,694
Directors’ and monitoring fees 4,585 8,002
Recurring revenue 135,348 128,053
Marketing fees 14,187 13,807
Arrangement fees 3,776 1,624
Performance fees 11,608 5,165
164,919 148,649
High-quality recurring revenue increased by c.6% year-on-year to £135.3 million
(31 March 2025: £128.1 million), underpinned by growth in management and secretarial fees.
Total revenue rose by c.11% to £164.9 million (31 March 2025: £148.6 million) leading to the
recurring revenue percentage being 82.1%, below the Group’s 85% target. This was largely a
result of the strong uplift in performance fees, including £6.0 million earned in Australia from
realisations within the Diversified Infrastructure Trust (“DIT”), alongside increased arrangement
fees.
Recurring revenue
The Group has delivered continued growth in high-quality recurring revenue over the past five
years, reflecting the growth in FUM, (particularly in long-duration capital), and the strength of its
core management fee base. Recurring revenue has increased consistently year-on-year, driven
by fundraising activity, reinforcing the predictability and resilience of the Group’s underlying
earnings model.
High-quality earnings – recurring revenue (£m)
0 20 40 60 80 100 120 140
Recurring revenue (£000)
FY26
FY25
FY24
FY23
FY22
In FY25, directors’ and monitoring fees included additional catch-up fees negotiated in the
year of £3.5 million and management fees included an additional fee of £1.5 million – both are
discussed further on the following page. Although these amounts fell within the definition of
recurring revenue, the amount expected to be generated in future years was smaller. Excluding
these amounts would have reduced the recurring revenue percentage to 82.7% in FY25.
29 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Management fees increased by £10.4 million (8.8% year-on-year). Growth was primarily driven
by higher FUM in the ITS product, contributing an additional £8.0 million of revenue. Within the
Real Assets division, management fees increased by £2.0 million from FEIP II and £0.8 million
from continued deployment in FEIP I. Further contributions included £1.1 million of incremental
revenue from our Australian funds and £0.9 million from asset management contracts. These
increases were partly offset by lower revenue from Foresight Environmental Infrastructure
Fund (“FGEN”) of £1.5 million and Foresight Solar Fund (“FSFL”) of £1.7 million, reflecting recent
changes to their fee structures, with management fees now calculated on a blended basis,
weighting market capitalisation and NAV rather than NAV alone, consistent with broader trends
seen across listed infrastructure funds.
The Private Equity division delivered an overall increase in management fees of £0.8 million,
driven by a £1.5 million rise in management fees from institutional funds, which more than
offset a £0.7 million decline in fees from retail funds. Institutional fee growth primarily reflected
contributions from the newly launched Foresight Regional Investment Fund VIII in the North West,
together with management and equalisation fees from the South West Fund as it progressed
through its fundraising and early deployment phase. The reduction in retail fund revenue was
largely attributable to lower fees from Foresight Enterprise VCT plc and Foresight VCT plc,
where recent successful portfolio company exits and the resulting dividend distributions to
shareholders reduced NAV and therefore the management fee base, albeit this was offset by
resulting performance fees from these vehicles.
Secretarial fees increased by £0.4 million, or 13.8%, to £3.1 million (31 March 2025:
£2.7 million), primarily reflecting an increased level of administrative services charged to
the investment portfolio.
Directors’ and monitoring fees decreased by £3.4 million to £4.6 million (31 March 2025:
£8.0 million), primarily reflecting the absence of the £3.5 million fee catch-up recognised in FY25
as on the previous page, with the relevant portfolio generating only £0.2 million of fees in FY26.
Marketing fees increased to £14.2 million (31 March 2025: £13.8 million), reflecting continued
strength in retail fundraising activity during the year. This increase is consistent with the
£630 million raised in higher-margin retail vehicles in FY26 (31 March 2025: £587 million),
supported by strong investor demand for the Group’s retail products and a sustained level of
fundraising across the platform.
Arrangement fees increased to £3.8 million (31 March 2025: £1.6 million), reflecting fees
earned from a small number of one-off transactions during the year, together with increased
transaction activity arising from growth in FUM and a higher average deal size.
Performance fees: the Group reviewed and refined its approach to recognising
performance fee revenue following the availability of additional information and evidence
in the current year that prompted a reassessment of when it is appropriate to lift the
variable consideration constraint. Performance fees arise from services provided over
time; however, recognition is constrained until it is highly probable that no significant
reversal will occur under IFRS 15. Under the refined approach, fees are recognised on a
proportionate basis over the relevant measurement period as that threshold is met, rather
than only at a single point when uncertainty is fully resolved. This reflects the application
of the existing policy to evolving circumstances and results in a reduction in volatility while
better aligning reported revenue with the value created and services provided over the life
of the funds.
Subsequently, performance fees increased by £6.4 million, a 125% increase year-on-year.
Fees from private equity across the regional funds and VCTs increased to £5.6 million
(31 March 2025: £5.2 million); however, the largest increase came from the Real Assets
division and our Australia business.
In H1 FY26, the sale of Zenith Energy from the Diversified Infrastructure Trust (“DIT”) was
agreed and resulted in performance fees from DIT being recognised for £3.4 million.
In H2 FY26, a further disposal was agreed for Kinetic, enabling the Group to recognise
additional performance fees from DIT of £2.6 million. In total, the Group has recognised
£6.0 million of performance fees from the Australia business in FY26 (31 March 2025: £nil).
2.5 Cost analysis
Cost of sales
Cost of sales increased by £3.7 million year-on-year to £10.2 million. This was primarily driven
by insurance costs associated with our Accelerated ITS (“AITS”) product, which increased by
£1.2 million to £7.0 million (31 March 2025: £5.8 million), and performance fee related bonuses
of £2.3 million arising from the Australian business (31 March 2025: £nil).
Financial review
30 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Administrative expenses
Administrative expenses are categorised as core administrative expenses and non-core
administrative expenses as follows:
31 March 2026
£000
31 March 2025
£000
Staff costs 64,573 59,761
Legal and professional 6,253 6,272
Other administration costs 15,991 14,229
Core administrative expenses 86,817 80,262
Non-core administrative expenses 14,280 21,200
101,097 101,462
Core administrative expenses increased to £86.8 million (FY25: £80.3 million), an 8% increase
year-on-year. Staff costs increased by £4.8 million to £64.6 million (8% year-on-year), primarily
reflecting an increase in average FTE to support the growth of the business, the annual salary
review of c.5%, higher bonuses in retail sales and other staff-related cost increases.
Other administration costs increased by £1.8 million to £16.0 million (12% year-on-year), driven
by inflationary pressures and the continued investment in technology. Legal and professional
costs remained broadly flat year-on-year.
Non-core administrative expenses
31 March 2026
£000
31 March 2025
£000
Staff costs 4,289 3,603
Staff costs – acquisitions 1,696 4,840
Amortisation in relation to intangible assets
(customer contracts) 3,632 2,930
Depreciation and computer software amortisation 3,640 3,191
Impairment of intangible assets
(customer contracts and brands)
— 9,275
Reversal of impairment of intangible assets
(customer contracts) — (2,930)
Legal and professional 1,023 291
14,280 21,200
Non-core administrative expenses in the period included the following:
ș Staff costs of £4.3 million, which included £2.5 million of share-based payments for our share
plans (PSP/SIP/Phantom Plan) and £1.8 million of non-operational staff costs and redundancy
payments. The year-on-year increase was primarily due to higher redundancypayments
ș Staff costs – acquisitions, which included £1.1 million for the initial share consideration and
£0.6 million relating to the earn-out consideration from the Infrastructure Capital acquisition,
following the vesting of both components of consideration on 30 September 2025 and
30June 2025, respectively
ș Amortisation in relation to intangible assets (customer contracts and brands) arising from
ourpreviousacquisitions
ș Depreciation and computer software amortisation, representing ongoing depreciation of our
property, plant and equipment and ROU depreciation of our leased offices
ș Impairment of intangible assets (customer contracts), which related to Infrastructure Capital
in the prior periods (see Infrastructure Capital section)
ș Legal and professional costs relating to the restructuring of our European AIFM business
andongoing costs of confirming the Infrastructure Capital earn-out (see Infrastructure
Capital section)
Financial review
31 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
Other non-operating gains and losses
Other non-operating gains and losses comprise finance income and expense, together with
other fair value movements. The year-on-year decrease of £0.7 million to a loss of £0.1 million
was primarily driven by a higher finance expense arising from the IFRS 16 accounting in respect
of our new office space, together with lower investment income resulting from reduced interest
rates on our cash balances.
2.6 Adjusted profit
The appendix to the financial statements on pages 218 to 225 provides further detail on the
adjustments made in calculating adjusted profit.
Adjusted profit was £52.5 million (31 March 2025: £47.0 million), an increase of 11.7%
year-on-year.
2.7 Core EBITDA pre-share-based payments (“SBP”)
The appendix to the financial statements on pages 218 to 225 further explains the adjustments
made in calculating core EBITDA pre-SBP.
Core EBITDA pre-SBP increased by 10.3% year-on-year to £68.6 million (31 March 2025:
£62.2 million), with a corresponding margin of 41.6% (31 March 2025: 41.8%). Segmental core
EBITDA pre-SBP is set out below:
31 March 2026
£000
31 March 2025
£000
Real Assets 49,491 39,912
Private Equity 19,073 22,274
68,564 62,186
Comparative information has been re-presented following the classification of the discontinued
operation. As part of this re-presentation, central costs have been further allocated to the Real
Assets and Private Equity segments to reflect the impact of the discontinued operation.
2.8 Taxation
The effective tax rate on statutory profit was 15.4% (31 March 2025: 18.1%). The
improvement reflects a reduction in the impact of the corporate interest restriction, driven
by an increased allocation of non-taxable loan relationship credits arising from priority profit
share arrangements with the limited partnership funds that the Group both manages and
co-invests in.
32 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
3 Shareholder returns
Capital allocation priorities
The Group maintains a disciplined approach to capital allocation in order to support the
following priorities:
1
Cash generation
3
Outcomes
2
Capital allocation priorities
High level of cash generation
underpinned by high-quality revenue model
Organic investment
Support the delivery of the
business strategic objectives
Over £102m of
dividends paid
since IPO
Over £35m of share
buybacks in the last
3 years
Inorganic investment
Dividends
Buybacks
Capital return to
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.
Share buyback
On 3 April 2025, the Group completed its £17 million share buyback programme that was
originally announced on 27 October 2023. On 10 April 2025, the Group subsequently
announced a new, substantially increased, share buyback programme of up to £50 million
over a three-year period. This programme, in combination with our existing dividend policy, is
expected to result in the return of substantially all free cash flow to Shareholders. The amount
of shares repurchased during the year and their cost are discussed later in this review.
Dividend
The Group targets a 60% dividend payout ratio of adjusted profit, reflecting its strong cash
generation. This basis was introduced in FY25 and continues in FY26.
An interim dividend of 8.1 pence per share was paid on 30 January 2026. Reflecting the Group’s
strong performance during the year, the Board has recommended a final dividend payment
of 19.0 pence per share for approval by Shareholders at the forthcoming AGM. Subject
to approval, the dividend will be paid on 2 October 2026, with an ex-dividend date of 17
September 2026, and a record date of 18 September 2026. This will result in a total dividend
for the year of 27.1 pence per share (FY25: 24.2 pence per share), a 12% increase year-on-year.
The final dividend has been calculated on a payout ratio of 60% of adjusted profits as per our
policy.
Earnings per share
Earnings per share increased strongly in FY26, reflecting both improved profitability and the
impact of the Group’s capital allocation strategy.
Adjusted basic earnings per share increased by 13.4% to 46.4 pence (31 March 2025: 40.9
pence), reflecting the underlying growth in adjusted profit. In addition, earnings per share
benefited from the Group’s share buyback programme, which reduced the weighted average
number of shares in issue during the year. This demonstrates the Group’s disciplined approach
to capital allocation and its focus on enhancing per share returns for Shareholders.
33 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
4 Financial position
Summary statement of financial position
31 March 2026
£000
31 March 2025
£000
Assets
Property, plant and equipment 5,940 2,350
Right-of-use assets 26,097 16,506
Intangible assets 51,584 53,365
Investments 7,029 5,420
Deferred tax asset 811 1,615
Contract costs 4,722 5,763
Trade and other receivables 44,351 38,878
Cash and cash equivalents 41,815 43,252
Assets in disposal group classified as held for sale 1,039 —
Total assets 183,388 167,149
Liabilities
Trade and other payables (39,615) (45,420)
Loans and borrowings (252) (380)
Lease liabilities (30,917) (19,062)
Acquisition-related liabilities (178) (5,485)
Provisions (997) (895)
Deferred tax liability (14,277) (10,642)
Liabilities directly associated with assets in disposal
group classified as held for sale (841) —
Total liabilities (88,085) (81,884)
Net assets and total equity 95,303 85,265
The key movements in the statement of financial position include increases in right-of-use
assets, property, plant and equipment and lease liabilities, together with a reduction in
acquisition-related liabilities and an increase in deferred tax liabilities.
The increases in right-of-use assets, lease liabilities and property, plant and equipment reflect
the expansion and upgrade of the Group’s office footprint. The Group has taken on additional
space to support future growth, enhance our digital infrastructure and improve the working
environment. In due course, part of the existing space will be relinquished; however, the Group
expects to maintain a larger overall footprint. The increase in property, plant and equipment
primarily relates to the fit-out and associated capital expenditure on the new premises.
The reduction in acquisition-related liabilities arises from the payment of the Infrastructure
Capital cash earn-out (refer to the Infrastructure Capital update later in this review), together
with the final payment of contingent consideration relating to the acquisition of the ventures
division of Downing.
The deferred tax liability has increased by £3.6 million, primarily reflecting the allocation of fund
expenses to the Group under priority profit share arrangements within limited partnerships.
These allocations give rise to current tax deductions in the period but result in a corresponding
deferred tax liability. In addition, differences in the timing of recognition of performance fees
for accounting and tax purposes have also contributed to the increase in deferred tax liabilities.
The assets and liabilities classified as held for sale at 31 March 2026 relate to the disposal of
FCM, which is presented as a discontinued operation. These comprise £1.0 million of assets
and £0.8 million of directly associated liabilities, shown separately in the statement of financial
position in line with IFRS 5.
34 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
Total equity increased by £10.0 million during the year. An aggregate increase in equity of
£48.0 million was recognised across retained earnings, the foreign exchange reserve, the
share-based payment reserve and the own share reserve. The largest decrease in equity arose
from the Group’s dividend payments of £28.4 million, comprising the FY25 final dividend of
£19.0 million paid in October 2025 and the interim dividend of £9.4 million paid in January 2026.
During the year, share repurchases resulted in a reduction of £18.8 million in equity, reflecting
the purchase of 4,441,893 shares (including 36,820 shares under the previous programme).
This reduction was offset by the sale of 2,005,347 treasury shares, generating proceeds of
£9.1 million and a corresponding increase in equity.
In addition, 1,206,776 treasury shares were utilised for the exercise of share options under
the Performance Share Plan. A further 1,041,557 shares were transferred to the sellers of
Infrastructure Capital in fulfilment of the earn-out in December 2025 (refer to the Infrastructure
Capital update). A full reconciliation of movements in the treasury share reserve is provided in
note 26 to the financial statements.
The shares held in escrow reserve reduced to £nil following the vesting of all shares issued
as initial share consideration for the acquisition of Infrastructure Capital. Further details of
movements in equity during the year are set out in the statement of changes in equity on
page 165.
Update on the acquisition of Infrastructure Capital
Earn-out
The acquisition of Infrastructure Capital included earn-out consideration of up to
A$30.0 million, dependent on the achievement of management fee revenue targets for the
12-month period to 30 June 2025. Following the end of the performance period, the Group
assessed that A$19.6 million of earn-out consideration was payable to the sellers, but this is
partially subject to forfeiture provisions as described below.
The earn-out consideration was payable equally through cash and equity instruments. In
respect of the cash, the Group made payment of A$9.8 million on 18 November 2025 without
any forfeiture provisions. For equity instruments, A$9.8 million was fulfilled in December 2025
through the transfer of 1,041,557 shares from treasury. All shares are subject to forfeiture
until 30 June 2028, contingent on the achievement of further management fee revenue targets
and are subject to lock-up provisions restricting the sellers from disposing of, or otherwise
transferring, their effective ownership or control of the shares prior to this date.
The earn-out consideration fulfilled through equity instruments is accounted for as a
share-based payment in accordance with IFRS 2 and recognised over the vesting period.
Due to projected performance against management fee revenue targets, the Group expects
to claw back these equity instruments by 30 June 2028 and, therefore, the cumulative
share-based payments expense at 31 March 2026 is A$nil (£nil).
The residual balance of the earn-out consideration remains in dispute and is now subject
to legal proceedings commenced by the former majority shareholder given the maximum
management fee revenue target was not achieved. The Group filed its defence in February
2026 and disputes the claims. While there remains a possibility that additional amounts may
become payable, based on current information at the date of this report, the likelihood of a
further outflow of economic resources is not considered probable. Accordingly, no provision
has been recognised in respect of any additional consideration. The potential exposure under
the earn-out arrangement is capped at a further A$10.4 million.
Impairment review
In FY25, the Group performed an impairment review of two intangible assets (customer
contracts) acquired as part of the Infrastructure Capital acquisition and now forming part of
the Australian business: the Diversified Infrastructure Trust (“DIT”) and the Energy Infrastructure
Trust (“EIT”). This review resulted in a total impairment charge of £6.3 million in that year.
Both funds have specified redemption windows. When DIT’s redemption window opened
in July 2024, actual redemptions exceeded management’s original assumptions, requiring
an update to the value in use calculation together with a reassessment of the useful life of
the contract. As part of the same review, although EIT’s redemption window did not open
until July 2025, the Group revised its estimate of anticipated redemptions, which similarly
necessitated an updated value in use calculation and a reassessment of the contract’s
useful life. Redemption requests for EIT were received in FY26 and have been in line with the
assumptions used in the impairment assessment. Performance fees were included in the value
in use calculations and the Group has now recognised £6 million of performance fees from the
Australia business during FY26.
35 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Financial review
5 Cash and cash equivalents
The Group’s cash position decreased modestly by £1.4 million year-on-year, reflecting the
Group’s decision to return materially all of its free cash generation to its Shareholders. This
included continued share buybacks and dividend payments as well as targeted strategic
investment. A strong underlying trading performance continued to support a high-level of cash
generation.
Net cash from operating activities was £46.3 million (31 March 2025: £44.1 million),
comprising cash generated from operating activities (see below), tax payments of £9.6 million
(31 March 2025: £12.7 million) and a £4.9 million payment in respect of earn-out consideration
arising from the acquisition of Infrastructure Capital (see the update on Infrastructure Capital
earlier in this review). Tax payments are influenced by priority profit share arrangements within
limited partnerships, as explained earlier in this review, which also contributed to the increase
in the deferred tax liability.
Cash generated from operating activities increased to £60.8 million (31 March 2025:
£56.8 million) compared with core EBITDA pre-SBP of £68.6 million (31 March 2025:
£62.2 million). The difference reflects an outflow of £2.5 million from discontinued operations,
£2.5 million of non-core restructuring costs and other working capital movements at year
end, including accruals for performance fees and the timing of payments for placement fees
and rebates.
Cash outflows from financing activities include the share buyback programme, sale of treasury
shares and dividends as explained earlier in this review in respect of the movements in equity.
Cash outflows from investing activities include £3.5 million from the fit-out of the additional
office space and final contingent consideration payment in relation to the 2022 Downing
acquisition.
The Group remains in a position of financial strength, with £41.8 million of cash and cash
equivalents at 31 March 2026. The business continues to operate without the use of leverage
and maintains significant headroom above its regulatory liquidity requirements.
6 Going concern
The financial statements have been prepared on a going concern basis. In adopting this
basis, the Directors have reviewed the Group’s financial position and cash flows, together
with the financial controls and processes embedded across the business. The Directors have
considered the Group’s business activities as set out on pages 14 to 23, the principal risks and
uncertainties disclosed within this report on pages 39 to 43, and the five-year plan.
As part of this assessment, the Directors have considered the impact of reasonably possible
downside scenarios, consistent with those applied in the Group’s viability assessment. Based
on this assessment, the Directors have a reasonable expectation that the Group will have
sufficient resources to continue in operational existence for a period of at least 12 months from
the date of this report. Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements.
7 Outlook
The Group enters the new financial year on the back of a solid year of performance in FY26,
with strong momentum, supported by a high-quality recurring revenue base, a diversified asset
platform and a robust financial position.
The Board remains confident in the Group’s strategy and capability to deliver against its
objectives, while continuing to return substantially all free cash flow to Shareholders.
Stephen Thayer
Group Finance Director
26 June 2026
36 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Revised UK Corporate Governance Code
In January 2024, the Financial Reporting Council published
the revised UK Corporate Governance Code (the
“Code”). Provision 29 of the revised Code introduces an
enhanced requirement for boards to monitor and review
the effectiveness of material controls covering financial,
operational, reporting and compliance areas, and to include
an explicit declaration of their effectiveness at the balance
sheet date.
The enhanced declaration requirement will apply to the
Group for the financial year ending 31 March 2027.
Although a formal declaration is not required in respect of
the current financial year, the Board and the Audit & Risk
Committee (“ARC”) have commenced a structured programme
of work to ensure that the Group is fully prepared to meet the
new requirements.
Governance and oversight
The Board has overall responsibility for the Group’s system
of risk management and internal control and for reviewing
its effectiveness. The ARC supports the Board in discharging
these responsibilities through regular review of:
ș The group’s principal and emerging risks
ș The design and operation of key controls
ș The effectiveness of the three lines of defence
governancemodel
ș The development of the Group’s approach to Provision 29
During the year, the ARC has reviewed management’s
assessment of the scope of material controls and the
proposed roadmap to support compliance with Provision 29.
Preparation for the enhanced declaration is now embedded
within the ARC’s forward agenda and forms part of the
Committee’s ongoing oversight of risk and internal controls.
Three lines of defence
The Group operates a three lines of defence model in
governance.
ș First line: management ownership of risks and controls
within business units and central functions
ș Second line: oversight and challenge from Risk,
Compliance and Finance functions, including aggregation
and reporting through the Enterprise Risk Management
(“ERM”) framework
ș Third line: independent assurance provided by Internal
Audit and, where appropriate, external assurance
providers
This framework underpins the Board’s assessment of
principal risks and the associated mitigations, as described in
the Risk management section of this report.
Identification and mapping of material controls
Provision 29 requires boards to focus specifically on
“material controls”. The Group has adopted a structured and
proportionate approach to identifying such controls, taking
into account:
ș Controls mitigating principal risks
ș Controls supporting financial and regulatory reporting
ș Operational and resilience controls, including technology
and data governance
ș Compliance controls relating to the group’s regulatory
obligations
Using the Group’s ERM platform, management is mapping key
controls to principal risks and risk appetite statements. This
process enables clearer articulation of control ownership,
documentation of control design and enhanced monitoring of
operating effectiveness.
Particular focus areas during the year have included:
ș Financial reporting and accounting controls
ș Technology and data governance, including cybersecurity
and operational resilience
ș Third-party and outsourcing risk management
ș Fraud risk management and economic crime controls
ș Business continuity and disaster recovery arrangements,
including defined recovery time and recovery point
objectives
This work provides the foundation for the future Board
declaration and supports enhanced transparency in external
reporting.
Preparing for Provision 29 – Risk management and internal controls
37 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Strengthening assurance and internal audit
The Board has previously resolved to enhance the Group’s
internal assurance capability in line with peer practice and
evolving governance expectations. During the year, further
progress has been made in developing a risk-based internal
audit programme aligned to the Group’s principal risks.
The Internal Audit plan is informed by inherent risk and
control assessments and focuses on areas of higher residual
risk, including:
ș IT general controls and information security
ș Risk management processes and governance
ș Finance and reporting controls
ș Regulatory compliance
Internal Audit activity is conducted in accordance with
applicable professional standards and is reported to the
ARC at each meeting. Where relevant, the Group continues to
obtain third-party assurance, including ISAE 3402 reporting,
to supplement the internal assurance framework.
In parallel, management attestation processes are being
formalised to support future Board reporting on the
effectiveness of material controls.
Roadmap to FY27 declaration
The Board’s roadmap to full compliance by 31 March 2027
includes:
ș Finalisation of the material controls universe and
documentation of control design
ș Completion of initial operating effectiveness testing across
priority control areas
ș Further development of the Internal Audit plan to provide
appropriate third-line coverage
ș Enhancement of management attestations and evidence
retention
ș Continued ARC oversight and Board engagement
ș Pilot drafting of the proposed Directors’ declaration
duringFY26
The Board is satisfied that the programme of work is
proportionate to the Group’s size, complexity and risk profile
and is progressing in line with the implementation timetable
set out in the revised Code.
Conclusion
The Board is committed to maintaining a robust system of risk
management and internal control that supports the Group’s
long-term strategy and protects the interests of Shareholders
and other Stakeholders.
Provision 29 represents an important evolution in Board
accountability and transparency. The Group has taken
proactive steps to strengthen its governance framework,
enhance assurance and clarify the identification and
monitoring of material controls. Further updates will be
provided in future reporting periods as the Group moves
towards full compliance with the revised Code.
Preparing for Provision 29 – Risk management and internal controls
38 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Risk management protects profitability
The Board is responsible for establishing and maintaining the
Group’s risk management and internal control framework
and for determining the nature and extent of principal risks
that the Group is willing to accept in pursuit of its strategic
objectives. The Group’s approach to risk management is
intended to support long-term sustainable growth, protect
Stakeholder interests and promote effective decision-making
across the business.
The Group operates within a diversified private markets
platform focused principally on infrastructure, renewable
energy and private equity investment strategies. The nature
of these activities exposes the Group to a broad range of
strategic, operational, financial, regulatory and reputational
risks. Effective identification, assessment and management
of these risks remain central to the delivery of the Group’s
strategy and the preservation and enhancement of
Shareholder value.
Risk management is embedded within the Group’s
governance framework and business operations through an
Enterprise Risk Management (“ERM”) framework, supported
by formal policies, defined accountabilities and ongoing
monitoring processes. The framework is designed to promote
consistent risk assessment and escalation across the Group
while supporting informed commercial decision-making.
During the year, the Group continued to enhance its risk
management framework in response to the evolving
external environment, regulatory developments and
the increasing operational complexity associated with
a growing international platform. Particular focus was
placed on operational resilience, cybersecurity, third party
oversight, sustainability-related risks, data governance and
geopolitical developments.
The Board, supported by the Audit & Risk Committee and
Executive Committee, continued to review the effectiveness
of the Group’s risk management and internal control
arrangements throughout the year. Management reporting to
the Board included regular updates on principal and emerging
risks, operational incidents, compliance developments,
cyber and information security matters and business
continuity preparedness.
In line with evolving regulatory and governance expectations,
the Group also continued preparations relating to the UK
Corporate Governance Code Provision 29 requirements
concerning risk management and material controls.
This included further development of controls mapping,
risk ownership, governance reporting and assurance activities
across key business processes.
Risk governance
The Group maintains a three lines defence governance model
to support effective oversight and accountability for risk
management activities.
The first line of defence comprises the business operations
and functional teams, which are responsible for identifying,
assessing and managing risks arising from day-to-day
activities.
The second line of defence comprises the Risk, Compliance
and related oversight functions, which are responsible for
establishing risk management policies and frameworks,
providing challenge and oversight, monitoring adherence to
risk appetite and supporting escalation processes across
the Group.
The third line of defence is provided by Internal Audit, which
delivers independent assurance over the effectiveness of
the Group’s governance, risk management and internal
control arrangements.
A Head of Internal Audit was appointed and the team started
in June 2026, in line with our stated objectives to strengthen
governance and oversight across the Group.
The Board retains overall responsibility for the Group’s
system of risk management and internal control. The Audit
& Risk Committee supports the Board through oversight
of the effectiveness of the Group’s control environment,
risk management framework and assurance activities. The
Executive Committee is responsible for implementing the
Group’s risk management framework and embedding risk
management practices across business activities.
The Group’s risk governance arrangements continued
to evolve during the year in order to support increasing
operational scale, regulatory expectations and the expansion
of the Group’s investment platform.
Principal risks and uncertainties
The Group’s principal risks represent those risks that could
materially impact the achievement of its strategic objectives,
operational performance, financial condition, reputation or
long-term prospects.
Principal risks are reviewed regularly by management, the
Executive Committee and the Board, taking into account
changes in the external environment, strategic priorities,
regulatory developments and business activities.
The Group recognises that the external risk environment
remains highly dynamic, driven by continued macroeconomic
uncertainty, geopolitical tensions, evolving regulatory
expectations, technological change and increasing
operational interconnectivity across financial markets and
infrastructure assets.
The principal risks identified by the Group are interconnected
and may crystallise individually or collectively.
Risks
39 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Emerging/evolving risks
The Group monitors emerging risks which may, over
time, develop into material threats or opportunities
for the business model, operating environment or
strategic objectives.
Emerging risks are inherently uncertain and may be
characterised by limited historical data, evolving regulatory
frameworks or uncertain likelihood and impact profiles.
The Group’s emerging risk assessment process is intended
to support early identification, monitoring and escalation
of relevant developments.
Key emerging risks monitored during the year included:
ș Geopolitical instability and market fragmentation
ș Evolving cybersecurity and artificial intelligence threats
ș Sustainability and climate related transition risks
ș Increasing regulatory complexity
ș Supply chain and critical third-party dependency risks
ș Changing investor expectations relating to sustainability,
governance and transparency
Of these, cybersecurity and regulatory complexity are
considered the most likely to evolve into principal risks in the
medium term. The Board and Senior Management continue to
assess the potential implications of these developments for
the Group’s operations, investment strategies and long-term
resilience.
Operational resilience and cybersecurity
The Group continued to enhance its operational resilience
framework during the year, recognising the increasing
importance of resilient operations, technology infrastructure
and third-party service provision across the financial
services sector.
The Group’s operational resilience activities focus on
maintaining the continuity of critical business services,
strengthening incident response capabilities and reducing
the potential impact of operational disruptions on clients,
portfolio investments and Stakeholders.
Cybersecurity and information security remain areas
of ongoing management focus given the evolving threat
landscape and increasing sophistication of cyber
threats targeting financial institutions and infrastructure
related businesses.
The Group maintains a range of technical, procedural and
governance controls intended to support the confidentiality,
integrity and availability of systems and information assets.
These include ongoing monitoring activities, user awareness
initiatives, incident response processes, third party oversight
and periodic testing exercises.
The Board receives regular reporting on cybersecurity,
operational resilience and technology-related risks,
including updates on threat developments, control
enhancements, incidents and remediation activities.
Artificial Intelligence and emerging technologies
Foresight is working on potential opportunities to utilise
artificial intelligence and related technologies across its
investment management activities. These technologies
have already proven their potential to support operational
efficiency, data analysis, decision-making processes and
service delivery across our business functions.
Adoption of AI technologies introduces a range of
operational, regulatory, information security, legal, conduct
and reputational considerations. The pace of technological
development, evolving regulatory expectations and increasing
use of third party AI-enabled solutions all contribute to a
dynamic risk environment which requires well-calibrated
controls.
Foresight’s approach is therefore focused on the considered,
proportionate and controlled adoption of AI-related
technologies, supported by governance, oversight and risk
management processes intended to align usage with the
Group’s risk appetite, regulatory obligations and operational
requirements.
Foresight maintains Artificial Intelligence policies alongside
associated long-established governance processes intended
to support the responsible use of AI technologies across our
business activities. These arrangements include oversight
relating to data usage, confidentiality, cybersecurity, third-
party service providers, regulatory considerations and
appropriate human review.
The second line Risk and Compliance functions continue
to play an important role in supporting the development of
governance frameworks, providing challenge and oversight,
monitoring emerging regulatory developments and assessing
the effectiveness of associated controls. This includes
ongoing engagement with operational and business teams
in relation to the introduction and use of AI-enabled tools
and services.
Foresight continues to monitor developments relating to AI
governance, regulatory expectations and industry practices in
order to support the sustainable and responsible adoption of
emerging technologies across the business.
Risks
40 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Principal risks 2026
Title Description Consequences How we manage this risk
1
Business Risk –
Fundraising
Business Risk –
Fundraising
Our ability to raise funds effectively 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, performance
or competition.
Inability to raise sufficient capital may result in missed
investment opportunities, reduced market competitiveness,
and could potentially impact our long-term financial
viability.
Fundraising risk is managed through diversified capital-raising
channels, formal product approval and prioritisation processes
and regular pipeline oversight by the Members’ Board and the
Executive Committee. Investor sentiment and fundraising progress
are monitored via a formal management information process, with
strategy adjusted as required.
2
Business Disruption
and System Failure
Business Disruption
and System Failure
This risk involves interruptions to our critical business
systems, technology infrastructure and operational
capabilities, potentially due to cyberattacks, IT
system failures or physical disruptions.
Operational downtime, compromised client services,
financial loss and reputational damage could occur.
We have robust business continuity plans, cybersecurity
defences, regular system testing and in-built redundancies.
Incident management processes and dedicated response teams
are established to rapidly restore operations, with Business
ContinuityPlan testing conducted on a regular basis, including
fulltests on an annual cycle.
3
Geopolitical and
Macroeconomic
Risk
Strategic Risk – Asset
Concentration
Geopolitical risk pertains to uncertainties 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.
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 through regular macro and geopolitical risk
assessment embedded into portfolio reviews and Investment
Committee decision-making, supported by scenario analysis.
4
Strategic Risk
Regulatory
Compliance
The firm has a number of flagship products, the loss
of any one of which could have a material impact on
the Group’s revenues.
Market downturns in concentrated areas could significantly
impact overall investment performance, asset values, and
revenue, resulting in additional margin pressure and the loss
of key mandates.
Strategic risk is managed through regular monitoring of revenue
concentration by product, diversification of the product range over
time and Senior Management oversight of product dependency
metrics. Product sensitivity to key risk factors is assessed as part of
the product approval process.
5
Regulatory
Compliance
Operational Resilience
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.
We maintain a robust compliance framework, regular training,
compliance monitoring programmes, and proactive engagement
with regulators. Dedicated compliance teams ensure adherence and
swiftly adopt and address regulatory changes.
Risks
Key: Increase Trending up No change Decrease Trending down
41 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Risks
Title Description Consequences How we manage this risk
6
Reputational Risk
People
Reputational risk is the risk arising from negative
perception on the part of our Stakeholders and can
arise at asset, fund, department or legal entity level
from matters such as internal failures, regulatory
breaches or controversies involving counterparties.
Harder for Foresight to maintain existing business
relationships and forge new ones. Reputational risk can also
affect the Firm’s access to sources of funding. Impacts can
be severe and long lived, necessitating robust preventative
controls.
We undertake extensive due diligence on counterparties and
product proposals and regularly review our conduct risk (internal)
and enhanced due diligence arrangements in place for client
relationships or counterparties that are deemed to have higher risk
factors (external). Our compliance framework reduces the risk of
reputational damage arising from non-compliance with regulatory
requirements.
7
People and Culture
Sustainability
People risk concerns the 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.
People and culture risk is managed through structured engagement
programmes, formal succession planning for key roles and regular
monitoring of retention and talent metrics reported to Senior
Management. There are also employee engagement initiatives,
development programmes and competitive compensation strategies
to support career growth.
8
Business Risk –
Products
Conduct and culture
This is the risk that the Firm is unable to develop
new products that sufficiently diversify the offering to
investors across a range of liquidity requirements.
Without sufficiently diversifying revenue sources, the
Firm’s risk profile becomes concentrated and increasingly
exposed.
Product diversification risk is managed through a structured product
development and approval process, strategic review of the product
pipeline and Senior Management oversight to ensure alignment with
investor demand and liquidity requirements.
9
Business Risk –
Performance
Geopolitical risk
This is the risk that our financial products
underperform those of our peers and the broader
market.
If the Firm cannot deliver strong returns to investors, fee
revenues will be reduced and the risk of losing mandates
increases while reducing our capability to raise new funds.
Performance risk is managed through performance monitoring
versus benchmarks, challenge through the Investment Committee,
Investment Manager review processes and active investment
management.
10
People – Succession
Planning
Third Party Risks
The Firm depends to varying extents on specific
portfolio managers, leadership and Senior
Management team members, and client or
investor-facing executives to support our strategic
growth objectives.
Departure of one or more key persons in some areas
could materially affect performance, client relationships,
fundraising, or strategic continuity.
Key person dependency is managed through succession planning
for key roles, regular talent review processes and oversight by the
Executive Committee and the Board.
Key:
Increase Trending up No change Decrease Trending down
42 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Risks
Risk culture
The Risk function is responsible for developing and maintaining a strong risk culture at the behest of the Board. A strong risk culture helps Foresight Group to proactively identify, assess and manage
risks, which can enhance opportunities for growth. By fostering a strong risk culture, Foresight’s businesses can seize opportunities, mitigate threats and create a sustainable path for long-term
success.
Result Explanation Opportunity
1
Enhanced decision-making
A strong risk culture fosters informed decision-making by ensuring that risk
considerations are an integral part of strategic planning, investment decisions and
operational management.
This can lead to better business outcomes and improved financial performance.
2
Improved resilience and
adaptability
Organisations with a robust risk culture can better anticipate and respond to emerging
risks, disruptions or changes in the market environment.
This increased resilience can help Foresight’s businesses adapt to new challenges and
maintain a competitive edge.
3
Regulatory compliance and
reduced legal exposure
Companies with a strong risk culture are more likely to comply with relevant regulations
and laws, reducing the likelihood of penalties, fines or legal actions.
Foresight’s forward-looking Risk and Compliance culture protects the Group’s
reputation and helps avoid costly litigation or regulatory enforcement actions.
4
Increased Stakeholder
confidence
Demonstrating a robust risk culture can boost the confidence of Stakeholders, such as
investors, customers, suppliers and regulators.
This can lead to increased investment, customer loyalty and market credibility,
positively impacting the Company’s overall performance.
5
Attraction and retention
of talent
A robust risk culture can create a positive work environment that values transparency,
accountability and continuous improvement.
Foresight is committed to attracting and retaining high-quality employees who are
motivated to contribute to our success.
6
Innovation and growth
By embracing a strong risk culture, Foresight can identify and seize opportunities for
innovation and growth, while effectively managing the associated risks.
This helps Foresight develop new products and services and supports our expansion
and increased profitability.
7
Enhanced reputation and
brand value
Foresight is committed to successfully managing risks and demonstrating a commitment
to ethical conduct.
This enhances our reputation and brand value, leading to increased customer loyalty,
Stakeholder trust and market share.
8
Better access to capital
Our risk culture can make a business more attractive to investors and lenders. This can lead to better access to capital for investors worldwide and potentially lower
borrowing costs.
43 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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 2031, 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, 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 39 to 43. 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 its assessment, the Directors also considered the
results of stress testing performed on the Group’s five-year
plan. This included analysis informed by the Group’s Internal
Capital Adequacy and Risk Assessment (“ICARA”) process,
which applies to the Group’s Prudential Consolidation
Group comprising Foresight Group LLP and its subsidiaries,
together with broader Group-level considerations of liquidity
and capital resources under severe but plausible downside
scenarios as follows:
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 liquidity
and financial resources, including cash balances and forecast
cash generation, in each scenario and that the Group’s
ongoing viability would be sustained. The Group’s recurring
revenue model, with c.85% recurring revenues from
long-duration capital, means the Group has a resilient
baseline level of 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
profitability and preserve liquidity. The Directors have also
considered reverse stress scenarios to assess the conditions
under which the Group’s business model would become
unviable, and the likelihood of such scenarios arising.
As of 31 March 2026, the Group balance sheet was strong.
The cash balance at year end was £41.8 million and this
financial position provides liquidity headroom and financial
flexibility under the stressed scenarios considered.
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 to
31 March 2031.
The Directors also consider it appropriate to prepare the
financial statements on the going concern basis.
Pages 7 to 106 constitute the Strategic Report, which was
approved by the Board on 26 June 2026 and signed on its
behalf by:
Jo-anna Nicolle
Company Secretary
Viability statement
44 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
The Board understands the importance and diversity of the Group’s Stakeholders
and this is recognised in its ongoing Stakeholder engagement programme.
This section provides insight to the Stakeholder engagement
that has taken place over the financial year. Engagement
is considered essential to the business and in ensuring the
resulting outcomes of the Group’s operational, investment
and strategic decisions are sustainable and positive. These
outcomes are monitored by the Board via the reporting
generated by the teams and Senior Management, who see the
direct impact of the engagement. That reporting is presented
as an integral part of the updates regarding performance,
strategy and operations.
An overview of the Stakeholder engagement programme was
presented to the Board during the year for review, to ensure
awareness of the activities being taken and to allow the
Board the opportunity to provide its feedback and challenge
our approach.
This was also important in demonstrating to the Board that
all effort is taken to promote and foster strong relationships
and collaborations, enhancing the quality of our interactions
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 the
Board and workforce are sufficiently and appropriately
informed to effectively manage any negative impacts with a
strong commitment to finding satisfactory solutions for all
affected parties.
Our engagement programme also demonstrates the
commitment of our teams to use the engagement to help
influence government policies and industry standards to
strengthen the sustainability of our business.
To maximise all our Stakeholder engagement efforts, all
outcomes are fed back into our business areas to ensure
we are better informed when developing and evolving our
business strategy and policies, which ultimately benefit
our Stakeholders and promote the Group’s success and
sustainability.
Details of a sample of our Stakeholder engagement activities
are provided in the following pages, and our Board’s activities
over the course of the year can be found on page 122.
Additionally, our section 172(1) statement is located on pages
52 and 53 and provides an overview of how the Board has
discharged its statutory obligations.
Stakeholders
O
u
r
S
h
a
r
e
h
o
l
d
e
r
s
O
u
r
P
e
o
p
l
e
F
i
n
a
n
c
i
a
l
A
d
v
i
s
e
r
s
a
n
d
F
u
n
d
s
O
u
r
C
l
i
e
n
t
s
,
I
n
v
e
s
t
o
r
s
,
O
u
r
C
o
m
m
u
n
i
t
i
e
s
O
u
r
S
u
p
p
l
i
e
r
s
a
n
d
S
e
r
v
i
c
e
P
r
o
v
i
d
e
r
s
G
o
v
e
r
n
m
e
n
t
,
R
e
g
u
l
a
t
o
r
y
a
n
d
I
n
d
u
s
t
r
y
B
o
d
i
e
s
45 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
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 through disclosures
and communications
ș To safeguard and improve market position
ș To ensure the market, Shareholders and other
Stakeholders are kept informed
How we engaged
During the year, we continued with our engagement
programme, enabling existing and potential Shareholders to
meet with the Company’s Executive Directors and divisional
management. We also utilised our Investor Meet Company
platform to communicate directly with retail investors, and
we actively seek engagement with Shareholders and proxy
agencies to ensure sufficient transparency and explanations
and to understand voting trends.
Our engagement programme also included attending sell side
conferences that facilitate institutional investors meeting with
UK and European organisations and supporting additional
sell side analysts in their initiation of research coverage of the
Company.
Outcomes
Increased awareness of our position in the market via
discussions with Shareholders, sell side analysts and advisers
to identify and address opportunities to improve, and
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
ș Leverage technology to enhance efficiency and optimise
our ways of working
How we engaged
Our People and Culture team has continued to deliver a
range of workforce development programmes and initiatives,
including our Diversity and Inclusion strategy, THRIVE; our
mentoring programme; our women’s leadership programme,
Elevate; and our annual staff engagement survey. Further
details can be found on pages 67 and 68.
In addition, Board member Alison Hutchinson sits on our
Colleague Forum, providing a direct channel of feedback to
the Board. We are also committed to continually evolving our
people policies, ensuring employees have access to clear,
relevant and easily accessible guidance.
Outcomes
We continued to see strong levels of engagement across
the organisation, with a 90% participation rate in our annual
engagement survey and an overall engagement score of
79%. These results provide a robust foundation for continued
improvement, with clear areas of strength and targeted
opportunities for development identified. Insight from the
survey is being used to inform action plans across the
business, ensuring that feedback is translated into meaningful,
measurable change.
Elevate, our women’s leadership programme, continued
to build strong momentum and external recognition during
the year. We were pleased to see the programme awarded
Highly Commended in the Best DE&I Initiative category at the
Business Culture Awards, reflecting the quality and impact
of the initiative. To date, 47 women have participated in
Elevate, both internally and externally, as the programme has
expanded to support senior women across the wider Finance
industry. This evolution is an encouraging indicator of its
growing reputation and its contribution to developing the next
generation of female leaders within the sector.
We have also further embedded our European and Australian
colleague forums as important platforms for open dialogue
and inclusive engagement. During the year, we placed a
particular focus on enhancing alignment across teams and
locations, culminating in the successful delivery of our first
global colleague forum, bringing together colleagues from
across our international offices.
46 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Stakeholders
Our Clients, Investors,
Financial Advisers (“FAs”)
and Funds
Description
Understanding the needs of our clients and customers is
critical to our long-term success. For our retail funds, our
sales are via our FA network and it is important for us to
build strong relationships with them. On the institutional side,
we work closely with placing agents as well as existing and
potential clients to ensure that our fundraising pipeline and
products are strong and meet client needs and expectations.
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
ș To continue to ensure that our products fulfil the needs of
our customers
ș To continue to develop our systems to better meet our
customers
How we engaged
During the year our engagement included a customer survey
with certain FAs to gain feedback; we sought feedback from
FAs regarding our portal service and products and engaged
target market surveys to assess advice provided to FAs’
clients about our products. This was in addition to day-to-day
meetings with FAs.
We also carried out a national events programme on the New
Era of IHT Planning – looking at the ways in which planning
must change to adapt to legislation.
Internally, to ensure the ongoing development and
improvement in our services, reach and product offerings,
we engaged with our sales and investment teams’ Senior
Management to discuss expanding the distribution of
products and services and potential business product
development opportunities.
Outcomes
Feedback from the FAs led to the launch of the new
Enhanced ITS product, and we continue to engage with
placing agents while building our own institutional sales
team. Feedback from our institutional investors and internal
Stakeholders has been utilised in identifying potential new
product offerings.
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 provide employees with opportunities to help our
communities through volunteering days
ș To promote Foresight’s external reputation by
supportingcommunities local to our business locations
across the Group
How we engaged
Throughout the year Foresight continued to support a broad
range of charities through the annual volunteering day
available to its employees, ad hoc employee fundraising, and
corporate-level partnerships with organisations such as the
Amos Bursary.
Community engagement remained a central part of our
approach to good investment stewardship. During the year
we directly engaged with communities local to our assets
through a variety of avenues including site and school visits,
skills training programmes, and community meetings. We also
continued to support a range of community benefit funds
associated with our assets, which finance local projects and
initiatives. Job creation is another key way we deliver value
to local communities, including through our place-based
regional private equity model.
We have also now put 26 people through our skills training
programme in Foresight Natural Capital (“FNC”). This is a
fully funded programme that enables young people from
rural communities to receive all the training and skills they
need to commence a new career in forestry. FNC has also
taken part in 17 community engagement meetings, and rolled
out numerous community initiatives across the portfolio
(school tree planting days, mountain biking trails, land swaps,
community rewilding leases, D&G Woodlands community
partnership, etc.).
47 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Stakeholders
Outcomes
During the year, 168 volunteering days were taken up by
employees across a wide range of charitable causes. Strong
employee engagement in volunteering has informed the
evolution of our partnership with the Eden Project, through
which we delivered four employee volunteer days this year.
Further detail on our approach to volunteering can be found
on page 58.
Engagement with local communities continues to shape
how we manage our assets, including across our Real
Assets division. This impact ranges from the 26 individuals
supported through Foresight Natural Capital’s forestry skills
training programme to the 50 school visits delivered across
the FGEN, FSFL and ITS portfolios in 2025.
As a result of the FNC skills programme, we have been
able to offer graduates employment on our natural capital
portfolio. Additionally, FNC’s afforestation portfolio has
created 700 jobs in rural communities, which has been
recognised by an industry body, Confor, as an example of
community engagement best practice.
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 appropriate oversight of all service providers
and suppliers to ensure quality of service and contract
performance
ș To ensure a robust selection process for new service
providers and to provide alternative options as a back-up
ș To ensure an efficient process for escalation of any
material issues and implementation of remedial actions
How we engaged
To ensure the ongoing quality and reliability of our supplier
and service providers, we continue to undertake reviews
on them against our business standards and applicable
regulatory obligations and conduct oversight via desk-based
and onsite reviews to a selection of service providers
selected on a risk-based approach. We also maintain
day-to-day contact with our service providers via the
teams responsible for managing these relationships. Where
possible, we engage with more than one supplier/service
provider to provide back-up options should the need arise.
We also provide updates to the Board and governing bodies
of our various funds on any material issues and risks arising
from our reviews, oversight and risk reporting.
Outcomes
Our due diligence visits and close oversight of our service
providers has resulted in improved and more efficient
processes, increased operational effectiveness and enhanced
service delivery to standards satisfactory to us. We also
provide the governing bodies of our various funds with
oversight reports and service recommendations, to allow
those bodies to comment and have input to any decisions
to be taken.
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 maintain open and transparent relationships with
regulators, ensuring all authorisations, registrations and
licences are upheld
ș To responsibly influence the policy and regulatory
environments in which we operate
ș To maintain close relationships with industry bodies
relevant to our business
ș To inform our investment strategies through evolving
macroeconomic and sociopolitical developments
ș To support fundraising by strengthening our industry
network
How we engaged
This is a wide Stakeholder set and engagement is across
our various business and functional teams. During the year,
engagement included:
ș Responding to UK consultations, including the proposed
Climate Transition Plan, inflation indexation under the
Renewables Obligation Certificate (“ROC”) scheme, and
Biodiversity Net Gain regulation changes
48 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Stakeholders
ș Contributed to UK policy discussions via industry
bodies including UK Sustainable Investment and Finance
Association (“UKSIF”), the VCTA and Solar Energy UK, and
internationally through organisations such as the Clean
Energy Investor Group in Australia
ș Active membership of the CBI across a range of
committees and members groups spanning from AI
through UK clean energy, to UK small business and
ventures
ș Meetings with the Head of the FCA’s Asset Management
and Funds Policy Team in June 2025 ahead of responding
to the Call for Input: Future Regulation of Alternative Fund
Managers
ș Responded to the FCA’s Market Reports and
Communications Survey in August 2025, a voluntary
survey to help influence and inform the way the FCA
communicates with firms
ș Responded to the FCA’s supervisory questionnaire (a
section 165 request) in December 2025 on Anti-Money
Laundering, Counter-Terrorist Financing and Counter-
Proliferation Financing
ș Joined the UN Global Compact Network UK’s European
Alliance against Illicit Financial Flows in February 2026
Outcomes
The UK Government confirmed reform of the ROC scheme,
moving indexation from the Retail Price Index (“RPI”) to
the Consumer Price Index (“CPI”). While this impacts
renewable asset valuations, the effect is less severe than
alternative proposals and reflects input from across the
industry, including Foresight. Also, post year end, the UK
Government announced amendments to the Pensions Bill
which allow pension schemes to meet their Mansion House
Accord commitments through investments into investment
companies, a change supported by Foresight.
Our engagement through UKSIF forums on AI and biodiversity
informed internal thinking on emerging best practice.
FCA authorised firms and Annex I institutions within Foresight
Group and its products responded to the FCA’s supervisory
questionnaire (a section 165 request) regarding Anti-Money
Laundering, Counter-Terrorist Financing and Counter-
Proliferation Financing.
Our Head of Compliance joined the UN Global Compact
Network UK’s European Alliance against Illicit Financial Flows
in February 2026, which offers a practical platform for firms
to exchange insights with peers on emerging integrity risks
in their efforts to improve transparency, strengthen due
diligence, and support better decision-making.
49 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Engaging and empowering employees; one of our most important Stakeholders
Originally established at a regional level, Foresight’s
employee forums provide a structured and
psychologically safe space for our people to discuss
key topics, share feedback from their teams and put
forward new ideas relevant to the employee experience.
Each meeting is minuted under the Chatham House Rule,
with clear action points agreed and allocated to ensure
conversation is translated into meaningful outcomes.
Last year, the forums were scaled significantly and we
now have 26 members across our two Colleague Forums,
which comprise a diverse mix of grades and roles
from across our business. Post-period end, Foresight’s
inaugural Global Colleague Forum took place in May
2026 and will continue to meet globally at least once a
year going forward.
Forum meetings address a wide range of topics,
spanning both organisational priorities and day-to-day
workplace considerations. Recent discussions have
included organisational design and change, reward and
recognition, performance and development processes,
and Foresight’s values. Agendas are aligned to key
people processes, with meetings often scheduled to
support or review key projects, such as Foresight’s annual
engagement survey. Topics are agreed in advance with
Forum members, ensuring discussions remain relevant to
the workforce.
Our Colleague Forums are proudly co-chaired by
Alison Hutchinson, Senior Independent Non-Executive
Director, and Nick Scullion, Partner with responsibility for
Sustainability, New Products and Corporate Development,
who provide senior leadership direction and oversight.
The People and Culture team drive the initiative by
co-ordinating meetings, preparing agendas and minutes,
and championing follow-up actions to ensure momentum
is maintained. This governance model provides the
Forums with a direct channel to the Board, ensuring
feedback informs decision-making at Group level, with
insights also reported to the Group’s Management
Committee, and actively helps shape the People and
Culture team’s three-year strategy.
Together, the Colleague Forums are a powerful
mechanism through which the employee voice makes
real change, underpinning the continued development of
Foresight’s globally inclusive culture.
STAKEHOLDER ENGAGEMENT CASE STUDY 1
Foresight’s Global Colleague Forums
“The Colleague Forums are a
powerful mechanism through
whichthe employee voice
makesrealchange.”
50 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Bringing together a diverse group of Stakeholders to understand the case and urgency
for investing in natural capital
In January 2026, Foresight brought together a group
of Stakeholders including institutional investors,
policymakers, market leaders, journalists and
community representatives for Natural Capital
Horizons, a dedicated forum designed to foster open,
evidence-based dialogue on the future of natural capital
markets, with keynote delivered by the Under-Secretary
of State for Nature, Mary Creagh.
The event, which was hosted at The Shard, formed
part of Foresight’s ongoing commitment to engaging
constructively across the ecosystem to better understand
evolving market dynamics and identify pathways to scale
investment responsibly.
The breadth and quality of engagement reflected both
the urgency of environmental challenges and increasing
confidence that viable solutions are emerging. Across
panels, debates and keynote discussions, Stakeholders
engaged candidly on the opportunities and barriers facing
the sector, highlighting the importance of collaboration in
shaping credible, investable markets.
A consistent theme was the central role of credibility
in unlocking growth. Participants emphasised that
stronger standards, transparent governance and
demonstrable impact at scale are essential to building
long-term confidence. At the same time, there was a clear
recognition of the need to celebrate successful projects
and proven models, helping to reinforce trust and attract
further capital.
Policy direction was identified as an increasingly positive
factor, with greater clarity from government providing
a foundation for investment. However, Stakeholders
stressed that effective implementation is key. Long-term
policy certainty, support for domestic supply chains
and alignment between policy objectives and market
mechanisms were seen as essential to mobilising
private capital.
Insights from Foresight’s latest Natural Capital
Institutional Investor Survey reinforced these discussions,
indicating that UK investors are moving natural capital
into the mainstream. With asset owners signalling an
intention to increase allocations, the market appears to
be approaching a critical inflection point.
Overall, Natural Capital Horizons demonstrated the value
of proactive Stakeholder engagement in shaping resilient
markets, strengthening trust and supporting the transition
to a more sustainable investment landscape.
STAKEHOLDER ENGAGEMENT CASE STUDY 2
Natural Capital Horizons
“Natural Capital Horizons
demonstrated the value
of proactiveStakeholder
engagementin shaping resilient
markets, strengthening trust and
supporting the transition to a more
sustainable investment landscape.”
51 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
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 45 to 51.
As a result, the Board considers that it has promoted the
success of the Group in compliance with s172 in a manner
consistent with the Group’s purpose, values and strategy,
having due regard to the Group’s ongoing regulatory
responsibilities.
Examples:
The likely consequences of
anydecision in the long term
The need to foster the Group’s
business relationships with
suppliers, customers and others
The desirability of the Group
maintaining a reputation for
high standards of business
conduct
ș The Board considers the long-term
consequences of its decisions as part
of its strategic oversight of the Group.
Strategy, business plans and budgets are
reviewed annually, with progress monitored
through regular Board reporting and ad hoc
updates from Senior Management.
ș During the year, this included continued
oversight of the share buyback programme,
balancing capital returns with the
Group’s long-term funding needs and
growthambitions.
ș The sale of Foresight Capital Management
(“FCM”) recognised the change in market
opportunity and the aim to streamline
the Group’s business. The sale enables
Foresight to focus on private markets,
deploying long-duration capital across
Real Assets and Private Equity, where it
can leverage its competitive advantages
and strong investment performance in the
long-term interests of Shareholders.
ș The Board recognises that strong
relationships with clients, financial
advisers, suppliers and strategic partners
are essential to the Group’s long-term
success and sustainability.
ș The Group supports these relationships
through dedicated investor relations
and strategic partner teams, alongside
established supplier management,
due diligence and payment processes
designed to promote transparency and
fairness.
ș Customers and clients were an important
consideration in the Board’s decision
to sell FCM. The Board considered the
long-term interests of FCM clients and
concluded that they would be well served
under Guinness Asset Management, a
specialist public markets investment
manager with a strong track record in
open-ended fund structures and clear
ambitions to grow its capabilities in listed
real assets and impact strategies. The
Board also considered the wider customer
base of Foresight Group and believes
that the transaction supports these
relationships by enabling increased focus
and investment in the Group’s private
markets platform.
ș The Board considers the Group’s
reputation for high standards of business
conduct to be fundamental to maintaining
client trust and supporting long-term
growth.
ș The Group operates within a robust
framework of policies, controls and
internal audits, and is subject to regulatory
oversight and client due diligence. It
also aligns with recognised industry
standards, including the UN Principles for
Responsible Investment, and requiresall
employees to adhere toits Code of
Conduct.
Read more in:
Financial Review
Strategic Report
Read more in:
Business Review
Read more in:
Audit & Risk Committee report
Stakeholders
Section 172(1) statement
52 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
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
betweenmembers of
theCompany
ș The Board recognises that employee
engagement, development and retention
are critical to the Group’s long-term
success and form part of its discussions on
strategy, culture and succession.
ș The Board, acting via the Group’s People
and Culture team, undertakes various
initiatives and activities to promote diversity
and inclusion and gain employee feedback
to enable it to make improvements and
address employee concerns.
ș Via the People& Culture team, a new HRIS,
Hi Bob, was implemented to better support
employee interaction, job architecture and
organisational planning.
ș The Board recognised the importance
of achieving a good outcome for those
employees affected by the sale of FCM.
Inselecting a counterparty, the Board took
into account Guinness’s strategy, culture
and resources, and its ability to provide
continuity and development opportunities
for employees transferring with the
business. The Board also considered
the position of those employees not
transferring and sought to ensure that
appropriate support and arrangements
were put in place as part of the transaction.
ș The Board considers environmental and
social impact as part of its oversight of
strategic and investment activities. During
the year, the Board approved Foresight’s
new Sustainability Strategy and its first
Climate Alignment Plan, which together
underpin the delivery of environmental
and social value by the Group.
ș Sustainability considerations are
embedded within the Group’s investment
processes and are assessed as part of
Investment Committee decision-making.
Employees are also supported in
contributing to their communities through
initiatives such as the Group’s annual
volunteering day.
ș The Board is committed to the fair
treatment of all Shareholders and
considers the interests of minority
Shareholders when making decisions.
ș Specific governance arrangements
are in place to support this, including
dual and independent-only voting on
certain matters at the AGM. Capital
management activities, including share
buybacks, are structured to ensure
transparency, fairness and compliance,
and are communicated through regulatory
announcements.
Read more in:
Sustainability
Stakeholders
Read more in:
Sustainability
Read more in:
The AGM Notice
53 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
55 Introduction
59 Strategy
65 Our people
72 Sustainable investment
75 TCFD Report
95 General disclosures
96 Sustainability‑related risks
andopportunities
Strategic Report
Sustainability
We invest in the transition
to a sustainable economy.
104 United Nations Global
Compact Index
105 Indices
54
Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Introduction
Throughout the past year the Foresight team has remained
focused on ensuring that sustainability enhances the
resilience of our business, supports value creation for our
investors, and contributes positively to the communities and
environment in which we operate.
This has been an important year of progress for sustainability
across Foresight. We strengthened the foundations of our
approach by introducing a new Group-wide Sustainability
Strategy and developing our first Climate Alignment Plan.
These provide a clear framework for how we integrate
sustainability into decision-making and manage material
risks and opportunities. Together, they give the business
a coherent framework for action which ensures that
sustainability continues to support the delivery of our
broader corporate strategy.
We have also been pleased to see strong engagement
from teams across the organisation, which remain highly
supportive of embedding sustainability into their everyday
roles. This is something I see clearly through my role as
co-Chair of the Group’s Colleague Forums.
Looking forward, my Board colleagues and I remain
committed to working alongside the Foresight team to build
on the momentum created this year as we deliver against our
Sustainability Strategy.
Alison Hutchinson, CBE
Senior Independent Non-Executive Director and Board
member with responsibility for sustainability
How we deliver positive outcomes
At Foresight we take a holistic approach to
sustainability that embraces both the products and
services that we sell, our “handprint”, as well as our
people and our operational processes, our “footprint”.
Our employees sit at the heart of this approach in
delivering our strategy, upholding our values, and
driving meaningful environmental and social outcomes
across our portfolio.
On the following pages you will see examples of how
we deliver positive change through our handprint
and footprint
HANDPRINT FOOTPRINT
78%
of Foresight employees believe the Company has a positive
impact on the community and environment
Data relating to discontinued operations (FCM)
Post-period end, Foresight Group announced an
agreement to dispose of its public markets FCM division.
Consequently, throughout this Annual Report, data
relating to FCM has been classified and presented as
a discontinued operation. In advance of the expected
completion of this agreement, we have continued
to include FCM within certain sustainability data,
predominantly relating to people data and carbon
emissions, where we have also provided breakdowns
which set out FCM’s relevant footprint for FY26.
55 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Within our FEIP portfolio, the Kölvallen and Skaftåsen
wind farms provide a combined 508MW of capacity
to the Swedish grid, enough to power 361,020¹ homes
per year. Both projects contribute towards Sweden’s
transition to a low-carbon energy system and highlight
the importance of the energy transition as a core theme
within FEIP’s strategy. Together, the two sites comprise
77 turbines, underscoring the significant footprint of
these assets.
As a responsible investor, Foresight is committed to
managing these assets sustainably. Both wind farms
operate community benefit funds, through which a portion
of revenue is allocated to local initiatives, ensuring that
these projects deliver not only decarbonisation benefits
but also lasting economic and social value for nearby
communities.
Alongside our commitment to community benefit is our
focus on nature-positive asset management. Skaftåsen is
currently being used as a test site for the development
of a Nordic Nature Recovery Strategy, building on our
existing Nature Recovery Blueprint. This Blueprint
was originally designed to encourage nature-positive
management practices across renewable assets in the
UK, and we are now looking to adapt and expand this
approach to the Nordic region.
1. Calculated with Foresight’s SDG calculator for objective 7.2 Affordable &
Clean Energy, which divides renewable energy generated by an asset by the
country-specific average household electricity consumption per year.
Delivering clean energy with community benefit in Sweden
CASE STUDY
HANDPRINT
56 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Enhancing our sustainability platform
Within our Private Equity division, during
the year we have further strengthened
our support for portfolio companies
across our sustainability priority
areas. We have expanded the range of
resources available on our Sustainability
Platform, ensuring that companies can
access materials tailored to their specific
needs. In parallel, we have increased
direct engagement with companies,
including through the development of a
new portfolio sustainability newsletter.
One of our key priorities during the
year was to improve the breadth and
quality of the data we collect across
the portfolio. In particular, we focused
on increasing data coverage across our
Ventures investments.
To support this, we introduced a tailored
questionnaire designed to capture the
most relevant data for companies at this
stage of development. Engagement has
been positive, with the data gathered
highlighting the strong outcomes being
delivered across our diversified portfolio.
Improvements:
ș 140 portfolio companies providing
data to Foresight (up from c.40 in the
prior year)
ș Resource library regularly updated,
currently comprising 18 template
policies and a wide breadth of
additionaltools
ș Eight development videos and
resources added to platform
ș Enhanced output visuals to support
clearer ESG analysis and data
presentation for useinportfolio
operations
Delivering outcomes across our Private Equity portfolio
CASE STUDY
HANDPRINT
Portfolio spotlight
Family Adventures Group
Family Adventures Group is an
award-winning UK soft-play and childcare
provider within our Growth and Buyout
portfolio. In a sector where consistent,
high‑quality staffing underpins child
welfare and safety and drives family
retention and financial performance,
Family Adventures Group has prioritised
employee wellbeing and engagement.
What they did
ș Introduced enhanced benefits for staff
inspired by employee feedback
ș Invested in staff development including
through a new Future Leaders
Programme
ș Launched a successful apprenticeship
programme which has a strong
track record of offering permanent
employment on completion
ș Provided free nursery places for
extremely vulnerable children through
a discretionary bursary fund
1. As rated by parents on daynurseries.co.uk.
2. Source: DfE pulse survey of childcare and early years
providers, April 2024.
The difference it made
ș Top 20 UK nursery group in 2024
and 2025 according to parents
1
ș Inclusion within The Sunday Times
100 BestPlaces to Work
ș Employee turnover average of
c.13%, versus c.20% industry
benchmark
2
ș Since Foresight’s first investment in
January 2024, staff headcount has
increased by over40% to c.380
ș Free nursery places provided to
44children in 2025
57 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
As part of our commitment to positively impact the
communities in which we operate, Foresight employees
are given one day each year to volunteer for good
causes. Across our UK and international offices, teams
engage with a wide selection of charities spanning
several focus areas. These range from supporting
youth-related projects to other themes such as
biodiversity and nature.
Our partnership with the Eden Project, for example, has
delivered volunteering days focused on nature recovery
in both rural and urban settings.
During the year we were able to deliver four volunteering
days through this partnership, including multiple days at
the Spitalfields Crypt Trust, a London-based charity for
those struggling with addiction. These initiatives provide
valuable opportunities for employees to step away from
their day-to-day roles and engage with local communities,
whilst strengthening team cohesion across the business.
Employee volunteering across Foresight
CASE STUDY
FOOTPRINT
58 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our Sustainability Strategy
This year marks a notable step forward in the evolution of our approach to sustainability. Building on our longstanding
commitment to responsible investment and our heritage in renewable energy and sustainable infrastructure, we have developed
a new Group-wide Sustainability Strategy that defines a clear direction for the years ahead. The Strategy reflects our ambition to
look beyond capital – delivering long-term value for our investors, clients and the communities in which we operate.
The Strategy provides a unified framework for embedding sustainability across the business. It brings together our purpose,
values and capabilities into a coherent set of priorities structured around three strategic pillars:
Sustainability
Strategy
These pillars reflect the key sustainability priorities in our business and also represent areas where we believe Foresight can have
the greatest impact.
The Strategy integrates the findings of our double materiality assessment (“DMA”) which we refreshed in FY26 and aligns with
our approach to managing sustainability-related risks and opportunities. To measure progress and assist our Stakeholders in
understanding our performance, we have identified a range of key metrics, which are set out on pages 64 and 65 of this report.
Overall, the Strategy provides a clear roadmap for how sustainability will continue to create value and support Foresight’s
long-term growth.
People and CultureResponsible Business
Governance Inclusion
Wellbeing and learning
Community engagement
Climate and Environment
Environmental stewardship
Nature
Decarbonisation
Climate resilience
Responsible business
practices
Risk and integrity
“Foresight is committed to the integration of
sustainability into our products and into our
management processes. We do this because
we believe it adds value to how we manage our
investments, helping us to identify and address
new opportunities, manage risk, and embed
resilience within our business. Sustainability is
also a powerful motivator, helping us to attract
and retain employees and to build strong
relationships with key Stakeholders.
”
Seb Beloe
Managing Director, Group and Real Assets Sustainability
59 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Collaborating with Eden and our PE portfolio
The delivery of our Sustainability Strategy is supported by
strong collaboration with external partners at Group level
and within our investment divisions. These partnerships
span themes including community engagement, nature
recovery and social value creation, including our ongoing
collaboration with the Eden Project, which began in 2022.
Our work with Eden has supported biodiversity
enhancements across our Real Assets portfolio, while
also giving us access to a highly respected educational
charity with deep expertise in nature-positive practices.
During the year, Eden began pilot projects with two
companies in Foresight’s Private Equity portfolio –
Bloemteknik and Zayndu.
The Bloemteknik trial explored how its customisable
lighting solutions can optimise crop yields, while the
Zayndu trial focused on using its proprietary technology
to enhance seed performance, particularly in extending
the longevity of Eden’s Wildflower Seed Bank. Results
from both trials have been encouraging for Eden and the
portfolio companies, with discussions now ongoing on how
to progress these collaborations.
Together, these pilots demonstrate how Foresight can act
as a convener – bringing together partners and portfolio
companies to deliver both sustainability outcomes and
commercial value.
Delivering our Sustainability Strategy through the power of partnerships
CASE STUDY
60 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Strategy
Our Climate Alignment Plan
Over the past year, we have developed our first Climate
Alignment Plan to strengthen how we manage climate-related
risks and opportunities across the business. We recognise
that a credible and transparent approach to the management
of climate-related risk is increasingly important to our
Stakeholders, and we have invested significant time in
identifying the most appropriate framework for Foresight’s
diverse portfolio.
The Plan covers 96% of the Group’s Scope 1-3 greenhouse
gas emissions and is focused on the Real Assets division,
reflecting its central role in shaping Foresight’s overall
climate profile.
The Plan is informed by recognised external frameworks,
including the Science Based Targets initiative (“SBTi”) Financial
Institutions Net Zero (“FINZ”) recommendations, which we
have used to guide our approach
1
. The Climate Alignment
Plan establishes a series of clear climate-related objectives.
These cover climate-aligned assets, climate solutions, clean
energy exposure and power generation emissions intensity,
which we will monitor and report against over time.
We believe that these objectives are appropriate for our
business and its investment strategy, which is already heavily
weighted towards assets which are aligned with a future low
carbon economy. They set a clear and credible direction
for Foresight’s climate ambition, one that we believe can be
translated into practical action across the organisation.
Climate Alignment Plan
Metric
FY25
baseline
FY30
objective
FY40/50
objective
Climate alignment: Proportion of assets that have reached a Net Zero State
2
49% 65% FY40: 95%
Exposure to climate solutions: Proportion of assets invested in climate solutions 55% ≥58% FY50: ≥70%
Clean energy to fossil fuel ratio: Ratio of investments in clean energy to fossil fuels 11:1 22:1 FY40: 100:1
Power generation emission intensity: Weighted average emissions intensity of
power generation (tCO
2
/MWh) 0.13 TBD3 FY40: ≤0.001
Update on progress against FY26 goals
In FY25 we set five goals for the year ahead. These were primarily focused on establishing the foundations to direct and
co-ordinate sustainability work across the Group. The table below provides a summary of the key deliverables which have
been achieved against each goal.
Goal Update
1
Establish Key Sustainability Risk Indicators across Foresight Group
to supplement our existing reporting
ș Key Risk Indicators integrated into Risk Appetite Statement and
tracked in our Enterprise Risk Management system
2
Create a Sustainability Accountability Framework within the Group
Sustainability Strategy
ș Accountability Framework developed and implemented as a
decision-making process for sustainability issues across the
Group
3
Enhance our process for regulatory horizon scanning to further
build resilience across Foresight Group
ș New process for regulatory horizon scanning implemented.
Regulatory updates now circulated regularly to relevant
Stakeholders
4
Reinforce our commitment to DE&I by further embedding inclusive
practices into our business operations
ș Mandatory DE&I e-learning course launched for all employees
ș Launch of new employee management system to enable better
tracking and monitoring against DE&I targets
5
Further develop and refine our approach to proactive management
of climate and nature-related issues
ș Climate Alignment Plan launched
ș Work undertaken to prepare for preliminary assessment of
nature-related risks and dependencies in FY27
1. Source of guidance: SBTi FINZ standard, Version 1.0, July 2025. Foresight is not seeking validation from the SBTi for its Climate Alignment Plan.
2. Net Zero State is defined within the SBTi FINZ standard.
3. FY30 interim objective to be published in FY27 following analysis of restated FY25 carbon emissions data.
More detail on the underlying indicators, methodology and objectives
for our Climate Alignment Plan can be found in the ISSB section later
in this report on pages 87 and 88.
61 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Geopolitical developments in recent years, including
notably the war in Iran and severe disruption to shipping
through the Strait of Hormuz, have underscored the
critical role of renewable energy in supporting not only
decarbonisation, but also long-term energy security.
Europe’s large wind and solar base, for example, has
helped to moderate the impact of inflated gas prices on
wholesale electricity prices. This is especially pronounced
in economies that have built out their renewable capacity
in the past few years
1
.
At Foresight, we are proud to be a significant investor in
renewable power across Europe and Australia. These
assets are now routinely the cheapest form of new energy,
helping to insulate economies from fossil fuel energy
shocks, while also dramatically reducing greenhouse
gas emissions.
Some key facts
90%
reduction in cost of solar cells and batteries over the
last decade
2
£7 million
per day saved by Britain in March 2026 in gas purchases
as a result of new wind and solar, versus March 2021
3
2.8 million
Equivalent to 2.8 million homes powered annually by
renewable energy from our Real Assets portfolio
4
Renewable energy in the age of energy security
CASE STUDY
1. This impact is particularly notable in Spain, but even in the UK electricity
prices have increasingly been de-coupled from the price of gas. Source:
Nestaanalysis, May 2026, “The energy price cap: the post-Iran crisis is
pushing up bills, but clean power may be lowering them”.
2. Source: Our World In Data, “Solar panel prices have fallen by around 20%
every time global capacity doubled”.
3. Source: Ember Energy, “Clean power fortifies Britain against gas price shocks”.
4. Calculated with Foresight’s SDG calculator for objective 7.2 Affordable
& Clean Energy, which divides renewable energy generated by the
country-specific average household electricity consumption per year.
62 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Strategy
Our long‑term objectives
As part of our strategy, we have set out seven long-term objectives which align with the three pillars of our Sustainability Strategy. These are designed to support the delivery of our ambitions
across a range of focus areas and will shape our actions and decision-making across the Group. FY26 figures are shown in the table below.
We are also committed to reporting our progress towards the objectives of our Climate Alignment Plan. The metrics which underpin these objectives are also set out in the table below,
including FY25 baselines.
Progress on the objectives will be monitored regularly and reported annually from FY27 onwards.
Responsible Business:
Ambition Metric Scope Target FY26
Objective: Uphold high standards of ethics and governance
Zero tolerance for corruption and policy violations
1
Number of detected issues addressed, including fines
and convictions for violations
Group 100% of issues addressed as
soon as practicable or failing
that within 12 months
Zero reportable issues, fines
or convictions during the year
Objective: Align investment practices with global sustainability standards
Demonstration of Foresight as a responsible and
sustainable investor
Maintain five-star PRI score Group Five-star scores across all
questionnaires
Five-star scores across
all questionnaires with the
exception of listed equities
(four-star)
Positively impact local communities through Real Assets
projects
£ donations to local charities and community projects Real Assets No target £2.7 million
Positively impact local communities through PE portfolio £ invested in underserved regions since 2015
2
Private Equity No target £477 million
1. Policy violations refers explicitly to violations of bribery, corruption, discrimination, and severe human rights issues.
2. Figure relates only to investments through regional funds, with underserved regions defined as areas outside of London and the South-East of England. Foresight is currently working with the Good Economy to assess the direct and wider economic impacts of our investments.
63 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Strategy
1. Defined as Managing Director grade or above, plus Heads of Department.
2. Includes wind and solar, solar batteries, hydropower, geothermal, biomass and anaerobic digestion facilities (operational assets only) and covers the period April 2025-March 2026.
People and Culture:
Ambition Metric Scope Target FY26
Objective: Build a more equitable and inclusive workforce
Advance workforce diversity and inclusion with a focus on
achieving gender balance in leadership
% of Senior Management roles filled by women
1
Group 30% 23%
Objective: Strengthen employee engagement and wellbeing
Boost employee engagement by achieving high levels of
staff satisfaction
Engagement score from staff survey Group 80% 79%
Climate and Environment:
Ambition Metric Scope Target FY26
Objective: Achieve climate alignment across our investments
Increasing our zero-emission power generation
(Real Assets)
Gigawatt-hour (“GWh”) of renewable energy generated Real Assets No target 7.6TWh
2
Objective: Reduce operational emissions
Reduce absolute and normalised Scope 1-3 (excl. financed)
market-based emissions (Group)
Tonnes of CO
2
equivalent (tCO
2
e) and Weighted Average
Carbon Intensity (tCO
2
e per £ ofrevenue)
Group See Climate Alignment Plan
objectives
5,217.6 tCO
2
e
31.6 tCO
2
e/£m revenue
Objective: Foresight to be recognised as a leader in sustainable investing
Positively impact biodiversity through the management of
our assets
Hectares of assets covered under a biodiversity
improvement plan
Real Assets No target 8,100 Ha
64 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our people
Reflecting on the past year, I am proud of the progress we’ve
made in supporting our people. As a growing organisation
investing in a range of emerging technologies, our success is
driven by the talent and commitment of our teams, and we
have been pleased to achieve several important milestones
this year.
Throughout the year we have been particularly focused on
investing in learning and development. We have significantly
expanded our training offering – drawing on both internal
expertise and external specialists – across a wide range
of topics, as well as hiring a dedicated lead for talent and
development. The Technology and Development team
have played an especially active role, championing training
initiatives across the business, particularly in the rapidly
evolving field of AI.
Our commitment to diversity, equity and inclusion (“DE&I”)
underpins our people strategy and this year we introduced
DE&I training for all employees. Our women in leadership
programme, Elevate, continues to gain momentum and we
were pleased to see it awarded Highly Commended in the
Best DE&I Initiative category at the Business Culture Awards.
To date, 47 women have participated in the programme, both
internally at Foresight and externally as it is now available
to senior women across the Finance industry. The external
reach of Elevate underpins the quality of the programme,
as well as the wider requirement for initiatives like this to
support the next generation of female leaders in the sector.
We have also further developed our European and Australian
Colleague Forums as spaces for diverse perspectives and
open dialogue. In particular, we have been focusing on
supporting alignment across teams and offices, with this
culminating in the delivery of our first Global Colleague
Forum post-period end. Across the various employee
workstreams delivered by the Forums I remain deeply
grateful for the continued support provided by Alison
Hutchinson in her role as their co-Chair.
At Foresight, our people and values are central to our culture
and fundamental to delivering our strategy. I look forward
in the year ahead to working alongside a committed team
focused on delivering excellence for our business.
Suzie Ruffley
Chief People Officer
Sustainability
Our people
“ At Foresight, our people and
values are central to our culture
and fundamental to delivering
ourstrategy.”
65 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Working at Foresight
Governance of our people strategy
Our People and Culture (“P&C”) team is led by our
Chief People Officer, Suzie Ruffley, who sits on the Group
Management Committee and regularly attends the Executive
Committee. She reports directly to the CEO and is supported
in her work by Alison Hutchinson, who acts as the Colleague
Representative on the Board and co-Chair of the Foresight
Colleague Forums.
Policies
Our commitment to our workforce is demonstrated through
comprehensive global employee policies, country-specific
policies and detailed employee handbooks. 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.
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 P&C team or by following
the formal complaint procedure outlined in the Employee
Handbook.
Policies, including those relating to whistleblowing, 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 in confidence.
Engaging with our workforce
We provide employees with regular opportunities to
share their views and contribute to shaping the working
environment. These include Colleague Forums, an annual
engagement survey and Company-wide meetings where they
can submit questions anonymously to senior leadership.
Our European and Australian Forums meet quarterly and led
a number of initiatives during the year, including our “Values
Champion” competition, where employees were rewarded
with prizes for best representing Foresight’s core values. Full
anonymised notes from the Colleague Forums are included
in the P&C quarterly Board packs, with a summary also
provided in the main Board Report.
Our engagement survey offers employees an anonymous
platform to share feedback across a wide range of topics.
Feedback from the survey is helpful in guiding priorities for
the following year, with the outputs from the FY25 survey
being reflected in our decision to choose learning and
development as a priority area for the business during FY26.
In FY26, our overall engagement score was 79%, a slight
increase from 78% in FY25, with a strong participation rate of
90% (FY25: 91%).
We also engage a large number of our 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.
Our commitment to DE&I
Our approach to DE&I continues to be delivered through our
THRIVE strategy. This reflects our recognition that diversity of
thought and perspectives is critical to our onward success as
a business and is a key component of delivering a successful
and forward-thinking culture. A core component of THRIVE
is our commitment to supporting female leaders across our
business. This includes delivering this through our Elevate
women in leadership programme, which is covered in more
detail on the following pages.
Sustainability
Our people
Employees by age, employment type and
work pattern
Employees by age
1
Male Female
Under 30 years old
|58 |53
Between 30 and 50 years old
|178 |122
Over 50 years old
|26 |15
Employees by employment type
1
Male Female
Permanent
|260 |188
Temporary
|2 |2
Employees by work pattern
1, 2
Male Female
Full-time
|256 |173
Part-time
|6 |17
1. As at 31 March 2026.
2. Part time is defined as working less than 35hrs a week.
66 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
During the year, we were pleased to see the continued
growth of our bespoke women in leadership programme,
Elevate. Elevate is designed to empower women with
the insights, mindset, skills and confidence needed to
excel in leadership. It addresses a persistent cross-sector
challenge: the underrepresentation of women in senior
leadership roles.
The programme draws on neuroscience-informed
leadership development techniques and follows a
structured curriculum delivered by internal and external
coaches, creating a comprehensive and impactful learning
experience. Now open to external candidates, Elevate has
seen strong demand, with consistently high satisfaction
scores from participants. During the year, 14 individuals
completed the programme, including seven Foresight
employees. Targeted at senior manager level and above,
Elevate has demonstrated a strong impact on career
progression, with a notable proportion of Foresight
participants achieving promotion shortly after completion.
The influence of Elevate across our business has therefore
been compelling and on the next page, Laura Grenier, a
participant in this year’s cohort, shares her perspective on
the programme.
We have also focused on broadening the programme’s
reach and accessibility beyond direct participants. During
the year, we launched the Elevate Networking Event Series,
with the inaugural event held in February and attended by
over 70 participants. The event featured Olympic medallist
Fatima Whitbread MBE alongside bestselling author and
leadership coach Gina Gardiner, who shared insights on
resilience, growth and leadership. This series is open to
Elevate alumni and coaches, Foresight employees, and
women across the financial services sector. Planning is
already underway for further events in FY27, as part of
our ambition to develop Elevate into a broader forum
where challenges can be openly shared and collective
action taken.
Elevating ambitious and motivated women in finance
CASE STUDY
50%
of internal participants have
been promoted within 12
months of completing the
programme
67 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Our people
Q&A with Elevate participant Laura Grenier
Laura Grenier is Director, Head of
Finance in the Corporate Finance
team at Foresight Group.
What made you want to take part in Elevate?
When I was offered the opportunity to participate in the
programme, it was actually perfect timing as I found
myself at a crossroads in my career. I had recently
joined Foresight in a new role and felt that this was an
opportunity to challenge myself whilst leveraging the skills
and experience I had built up in my career to date.
Could you talk me through some of the main areas
covered in the programme?
The Elevate programme extends across a wide variety of
skillsets and is designed to be flexible in supporting all of
its participants. Some of the key areas include:
ș Personal attributes and traits, which for me translated
as recognising the importance of my own personality
and values on my career
ș The importance of communication
ș Leadership styles and how to adapt and evolve those
tospecific circumstances, teams and career stages
ș Strategies for intentional and structured careerplanning
We participated in a variety of practical activities and
group work, as well as inward-looking exercises to surface
personal insights – I was genuinely surprised by some of
the feedback and results from the practical exercises we
completed! I have found these practical tools particularly
useful, to give me confidence in communication,
organisational and leadership skills, building on the
constructive feedback from our live classroom work.
What would you say you have gained most from
taking part?
I have many different takeaways which have impacted
me in multiple ways. I used to think that if you worked
hard and were committed this would automatically be
recognised. Working through the Elevate programme I have
realised that intentionality in connections and showcasing
personal achievements and differentiating skillsets is key
to drive progress and support career development.
Taking a step back was extremely valuable and often
provided surprising insights. For example, consideration of
how much our different values impact on who we are, how
we lead, interact and communicate with others.
My new buzzword is intentionality! To bring to
conversations, meetings, planning, communications and
drive my career agenda in the direction I would like it
to take.
What would you say to anyone who is considering
signing up to Elevate?
This is a highly participative programme – you will get out
what you put in. However, the investment of your time and
attention is more than outweighed by the opportunity to
progress your career intentionally, not just upwards but
also by widening your skillsets. The opportunity to take
time away from the day-to-day schedule and step back to
consider the bigger picture is invaluable and empowers
career planning for the longer term.
68 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Our people
Our commitment to DE&I is also reflected in our external
partnerships, where we have particularly focused on
supporting schools and educational charities. We partner
with the Amos Bursary, a charity that supports state
school students of African and Caribbean heritage by
providing academic and professional opportunities. This
includes offering participants internship opportunities at
Foresight across a number of departments. 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.
Finally, the role of training is also a key element in our
approach to DE&I. During the year we were pleased to
launch our first mandatory DE&I training module for all
employees. This provides employees across the business
with a clear foundational knowledge of inclusion and its
importance to our business. This training covered inclusive
practices around age, disability, neurodiversity, parenthood,
carers, race and culture, religion and belief, sex and gender
bias, gender identity and expression, sexual orientation
and socio-economic status. Alongside this, we provide
support to line managers, providing guidance on inclusive
hiring practices and the skills needed to lead diverse
teams effectively.
Learning and development
Key to supporting our employees is our commitment to
learning and development, a focus area following on from our
FY25 engagement survey. We have a strong track record of
providing employees with the funding and support to further
their personal and professional development.
This includes bespoke training and courses delivered by both
internal and external providers. Employees are also able to
access an uncapped training budget which they can utilise to
support their professional development.
We deliver a variety of Company-wide development
initiatives. These include regular “Foresight Connect” sessions
on relevant topics, with the Sustainability and Technology
and Data (“T&D”) teams running separate series of Connect
sessions during the year covering a broad range of themes.
In total, we saw attendance from 771 employees across ten
Foresight Connect sessions during the year.
Pay and benefits
We conduct regular benchmarking exercises to ensure
our total compensation packages, including base salary,
short-term incentives (“STI”), and long-term incentives (“LTI”),
remain competitive. We operate a UK Share Incentive Plan
(“SIP”) Scheme for all Pay As You Earn (“PAYE”) employees
and have a Phantom SIP Scheme to mirror this for our other
European and Australian employees.
During the year we also introduced the Wellhub corporate
wellness solution for Foresight employees in the UK, Europe
and Australia. This provides employees with access to a
platform with a range of benefits including access to gym and
fitness studios, with this benefit reflecting our commitment to
supporting our employees in living healthy lives.
Gender pay gap reporting
For the purposes of this disclosure, “Senior Management” is
defined as Managing Directors and above, plus any 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 2026, 23% of Senior Management roles were
held by women and 77% by men.
Mean average gender pay gap for hourly pay
FY26: 26% and FY25: 25%.
Median gender pay gap for hourly pay
FY26: 25% and FY25: 23%.
Mean gender pay gap for bonus pay
FY26: 43% and FY25: 52%.
Median gender pay gap for bonus pay
FY26: 34% and FY25: 51%.
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.
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.
Please see more detail of gender pay gap in our
Remuneration Committee report on page 143.
69 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Work-life balance metrics
All Foresight employees are entitled to enhanced maternity, paternity and adoption leave.
These policies reflect our commitment to supporting our employees in balancing their
professional and family responsibilities. Additionally, Foresight supports part-time working
where the role allows it.
Characteristics of Foresight’s own workforce
Foresight’s own workforce had 452
1
employees and 16 self-employed workers at year end.
Employees are based across offices in the United Kingdom, Australia, Spain and other European
locations as shown in the table on the right.
The total employee number represents an increased headcount of 30, reflecting our continued
investment into the business. Female employee representation decreased by 2.5 percentage
points to 42% over the period.
A total of 89 employees left during the year, an employee turnover rate of 20%, up on 14% last
year. Nearly three-quarters of these exits were voluntary. The increase reflects strong market
demand for talent as well as higher levels of internal movement driven by growth and evolving
roles. The Group continues to invest in reward, career development and engagement to support
retention and long-term stability.
Foresight had no non-guaranteed hours employees.
Own workforce
2
FY26
Year-on-year
increase/
decrease
Male Female Other Total Total
Own workforce 277 191 0 468 +26
No. of employees 262 190 0 452 +30
Self-employed 15 1 0 16 -4
% of employees 58.0% 42.0% 0.0% 100% —
Employees by country
2
FY26
No. of employees
FY25
No. of employees
Year-on-year
increase/
decrease
United Kingdom 354 321 +33
Australia 61 62 -1
Spain 16 17 -1
Italy 7 7 —
Ireland 8 5 +3
Luxembourg 0 5 -5
Other 6 5 +1
Total 452 422 +30
Sustainability
Our people
1. Agency workers are not tracked and their numbers considered immaterial.
2. As at 31 March 2026 and 31 March 2025.
70 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Our people
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. Setting a target helps to ensure that we stay focused
on making progress and hold ourselves accountable through
regular tracking and reporting. This target forms part of
the core metrics that we choose to track alongside our
Sustainability Strategy.
Adequate wages
All Foresight 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 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.
Actions for health and safety
Mandatory health and safety training has been introduced for
all office-based employees globally. In addition, Institution of
Occupational Safety and Health (“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 similar to last year there were no serious
1
health and
safety incidents during the reporting period.
Incidents of discrimination and human rights violations
There were no recorded severe incidents of discrimination
or human rights violations within our workforce during the
reporting period.
1. Serious health and safety incidents include fatalities within the organisation’s workforce or among other workers on its sites arising from work-related injury or ill health. They also
include recordable work-related accidents resulting in more than three consecutive days of absence or restricted duties, and diagnosed cases of work-related ill health within the
organisation’s workforce.
71 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Limited or no regard
for Environmental,
Social or Governance
practices
Manage ESG risks
to protect and
sustain value
Adopt progressive
ESG practices that
may enhance value
Address societal
challenges that
generate competitive
ﬁnancial returns
Intentionally target
and measure positive
outcomes with
competitive
ﬁnancial returns
Intentionally target
and measure positive
outcomes with
below-market
ﬁnancial returns
Intentionally target
and measure positive
outcomes without
ﬁnancial returns
Delivering competitive financial returns
Financial-only Responsible Sustainable Impact Philanthropy
Mitigating Environmental, Social and Governance ("ESG") risks
Pursuing ESG opportunities
Focusing only on impact solutions
Regional private equity
1
Natural capital2
1
Sustainability
Sustainable investment
Sustainable investment at Foresight
Foresight has a long track record of investing in assets and
businesses that deliver positive social and environmental
outcomes. We integrate sustainability considerations
throughout the full investment lifecycle, from origination
and due diligence to active ownership and long-term
stewardship. Our philosophy is rooted in the belief that
sustainability underpins strong governance and supports
resilient, future-ready businesses and infrastructure. It is also
integral in our products, with this best summarised by our
Sustainability Vision:
Foresight is a leader in sustainable finance
by investing in real assets and businesses
that deliver long‑term value for investors,
communities and the planet.
Our leadership ambition is underpinned by the nature of the
assets we invest in. Across our platform, Foresight focuses
on opportunities that contribute to a sustainable economy.
The breadth of sustainable assets found across the portfolio
enables Foresight to deliver a wide range of positive
outcomes for our Stakeholders.
For more details on how Foresight integrates sustainability
across its business and investment approaches through its
Sustainability Policy framework, please see page 78.
Foresight and the spectrum of capital
The spectrum of capital provides a useful lens for understanding the full range of investment approaches available to investors
today. It illustrates how strategies can span from traditional, financial-only driven investing to philanthropy, with a variety of
responsible, sustainable and impact-led approaches in between. On the following pages, we provide case studies which set
out how we deliver positive outcomes across two of our investment strategies, which are also plotted below on the spectrum
of capital.
72 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainable investment
1
Regional private equity in the UK and Ireland
Foresight is one of the most prominent regional private equity investors in the UK and Ireland with 16 regional funds managed across 13 offices.
This makes Foresight well positioned to act as a leader in “place-based” investing in the UK and to deliver positive local impact for communities.
Challenges
ș The UK exhibits persistent regional economic disparity,
with capital flows and productivity concentrated in
London and the South-East despite a broad SME base
nationally
ș Access to growth capital is uneven, with private equity
and later-stage investment disproportionately directed
to larger transactions and southern regions, leaving a
funding gap for established regional SMEs
ș There is disparity between the large size of investors
interested in local investing and the relatively small
investment sizes required to support SMEs
All PE and VC investments by region
London and South-East | 56%
All UK regions excl. London and South-East | 44%
Investment and stewardship approach
ș 56% of Private Equity investment team based outside of
London
ș Close partnership with portfolio companies, holding a
board or observer seat on 100% of Growth and Buyout
investments and 90% of Venture investments
ș Strong emphasis on integrating sustainability into
investment process and stewardship, with 100+ KPIs
tracked across Growth investments
Outcomes¹
c.5,000
Jobs supported across the Regional Investment fund
series
2
51%
Proportion of employees in skilled roles across the
Regional Investment fund series
3
50+
Of UK counties and regions with Foresight-backed
businesses
4
69%
Of portfolio companies in the Regional Investment fund
series have female board representation
1. All outcomes as at 31 December 2025.
2. Figure does not take into account Foresight’s ownership stake of
individualcompanies.
3. Skilled defined as roles with a salary of over £30,000.
4. Coverage spanning England, Scotland and Northern Ireland.
Source: BVCA RIA 2024 Online Data. By investment value.
Foresight offices
73 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainable investment
2
Supporting natural capital
Foresight launched its natural capital strategy in 2020, focusing on the active management and enhancements of landscapes that generate enduring value.
The strategy covers afforestation, forestry, peatland restoration, biodiversity net gain and investments in regenerative agriculture.
Challenges
ș Global collapse in biodiversity amid impacts of
climatechange
ș Significant cost of CO
2
removals (see chart below)
ș Exponential growth of net zero pledges driving
growthin carbon credit market and a potential
shortageincredits
1
ș National timber security alongside increased demand
for sustainable timber
2
ș Tackling physical climate-related risks
Investment and stewardship approach
ș Follow a long-term, balanced, land-use allocation
andmanagement strategy
ș Focus on fair, inclusive and equitable use of land
including through community engagement and the
Foresight-funded Forestry Skills Training Programme
ș Aim to deliver independently verified “high-integrity”
carbon and biodiversity credits
ș Utilise technology and advanced techniques to aid tree
planting and growth, including trials of mycorrhizal fungi
inoculation at the point of planting
Outcomes
4
1.3m
Tonnes of timber supply over the next 40 years
5
13.0m
Trees in afforestation planting programme
5, 6
1.6m
Tonnes of carbon to be sequestered by trees planted in
afforestation programme
5, 6
26
Trained through Forestry Skills Training programme
(to end of FY26)
100%
Of forestry PEFC/FSC certified within 12 months of
acquisition or planting
$1,000
$800
$600
$400
$0
Cropland
and grassland
Forestry
BECCS
7
Biochar Blue
carbon
Direct air
capture
$200
$ per metric ton of CO
2
2022
1. Source: SBTi Monitoring Report 2023.
2. Source: Department for Environment, Food & Rural Affairs: Timber in
construction roadmap 2025.
3. Source: McKinsey: Carbon removals, how to scale a new gigaton industry (2022).
4. All outcomes relate to FNC I.
5. Data as at 31 March 2026.
6. Figures refer to total numbers on the full planting of the afforestation
programme (which has not yet completed).
7. BECCS refers to Bioenergy with Carbon Capture and Storage.
Engineered solutions Nature-based solutions
UK forestry locations
Levelised cost of atmospheric CO
2
removal and storage
3
74 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
TCFD Compliance Statement
TCFD Report: Climate‑related financial disclosures
As per UK Listing Rule 6.6.6R(8) our climate-related financial disclosures are consistent with the TCFD recommendations issued in June 2017 on 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.
Thematic area Recommended disclosure 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 During the year, we strengthened our climate governance processes in line with
TCFD expectations. Climate is now a standalone agenda item in Sustainability
Board submissions. In FY26, the Sustainability team also presented the
Sustainability Strategy and the Climate Alignment Plan to the Non-Executive
Directors and the CEO and these were signed off by the Board. We aim to
continue enhancing our processes, including exploring opportunities to further
formalise climate-related responsibilities within management.
Section: TCFD
Report –
Sustainability
Governance
pages 77 and 78
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
During FY26, Foresight developed its first Climate Alignment Plan. We also
continued to integrate insights gained in the prior year into investment
decision-making, risk management frameworks and strategic planning.
Thegeospatial risk platform, developed in collaboration with Frontierra, is now
being used by the Real Assets Team to support climate-related due diligence
andrisk analysis.
As we further strengthen our processes, planned actions include identifying
how climate-related variables influence key financial drivers – such as revenues,
operating costs, capital expenditure and asset valuations – and considering how
these factors could be incorporated into valuation and forecasting models. We
expect to make further progress towards alignment with TCFD recommendations
over FY27–FY28.
Section: TCFD
Report – Strategy
– climate
resilience
pages 80 to 90
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)
75 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Thematic area Recommended disclosure 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
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. 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.
Section: TCFD
Report – Risk
Management
pages 79 and 80
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
In FY26, we developed our first Group-level Climate Alignment Plan, setting out
Foresight’s objectives for reducing its carbon emissions. 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 towards
full TCFD alignment between FY27 and FY28.
Section: TCFD
Report – Metrics
and targets pages
91 to 94
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)
76 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Introduction to TCFD
Post-period end events
Post-period end, Foresight Group announced an agreement
to dispose of its public markets FCM division, which has
consequently throughout this Annual Report been classified
and presented as a discontinued operation.
Reflecting the expected completion of this transaction,
the TCFD Report excludes the FCM division from the
forward-looking climate resilience analysis. However,
it is included in historical carbon emissions data for the
reporting period, with additional breakdowns provided where
relevant, to present FCM’s emissions footprint for FY26.
Climate risks and opportunities
Foresight recognises that climate change presents both risks
and opportunities that can materially affect our business.
While our own operations face some physical risks – such
as potential disruption to offices in London and Sydney from
coastal flooding – these are limited compared with the risks
within our investment portfolios.
Physical and transition risks can affect portfolio performance
and long-term resilience by damaging assets, disrupting
operations, increasing costs or challenging existing business
models. These factors may influence valuations, operational
expenses and future growth, ultimately affecting investor
returns. At the same time, the transition to a low-carbon
economy creates opportunities for value creation through
innovation, efficiency and investment in climate solutions.
Given our strong focus on climate solutions and renewable
energy, Foresight is well positioned to capture these
opportunities while reducing exposure to transition risks.
Understanding and managing climate risks and opportunities
remains essential to protecting long-term portfolio value.
The following sections outline our TCFD-aligned approach
across governance, strategy and risk management as well as
the metrics and targets that we use to assess climate-related
issues.
Sustainability governance
This section sets out the processes and controls put in place
to monitor, manage and oversee sustainability matters,
including those related to climate.
Board
The Board of Foresight Group Holdings Limited (“FGHL”)
has ultimate responsibility for sustainability for the Group,
including climate-related matters. Alison Hutchinson, the
Senior Independent Non-Executive Director, is the Board’s
sustainability representative and liaises regularly with the
Team Head of Sustainability (also referred to as Head of
Sustainability).
The Sustainability team keeps the Board informed through
regular reporting at scheduled Board meetings. For material
matters, a dedicated meeting or training session with the
Board is arranged. As an example, in FY26, the Sustainability
team presented the Group Sustainability Strategy and the
Climate Alignment Plan to the Non-Executive Directors and
the CEO in dedicated meetings held in March, ensuring
sufficient time for discussion and input. This was followed by
their formal sign-off of these documents later that month.
This approach ensures the Board is informed about
climate-related risks and opportunities and can integrate
these considerations into the wider governance framework
and its decision-making.
Audit & Risk Committee
In accordance with the Terms of Reference for the Board’s
Audit & Risk Committee, the Sustainability team provides
reports on matters of policy and risks for consideration at its
scheduled 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, appointed by the Group
Board, is responsible for the day-to-day management of
the Group’s operations. It is responsible for cascading
the Board-approved sustainability and climate strategies
down into the Group’s operations and ensures alignment
with broader business objectives and climate-related
commitments.
Nick Scullion, Partner, has overall responsibility for the
Group Sustainability function and regularly attends Executive
Committee meetings. He is also responsible for New Products
and Corporate Development.
Group Management Committee
This Committee was established to support the Executive
Committee in delivering Foresight’s strategic initiatives
and objectives. It meets on a monthly basis and its
membership comprises senior leaders from across the
business to ensure all areas are represented. Nick Scullion
represents sustainability on the Committee and there are
further common members between the Management and
Sustainability Committees, which helps ensure alignment
in the consideration of matters from a sustainability
perspective, increasing effectiveness.
77 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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
Sustainability Committee and working groups
ș Monitor performance on key material topics. 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 is chaired by the Chief
Investment Officer and meets at least three times a year. The
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
initiatives. The members, all from the Senior Management
team, represent key areas of the business including
the investment divisions, Marketing, Governance, Risk,
Sustainability, and People and Culture.
Working groups
The Sustainability Committee appointed three permanent
working groups (Environmental, Social and Sustainability
Reporting and Regulations). Each working group consists of
representatives from various business areas within Foresight
relevant to the purpose of the working groups. To ensure
effective oversight, performance monitoring and regular
reporting to the Sustainability Committee, each working
group is chaired by the Team Head of Sustainability.
Sustainability team
The Sustainability team is responsible for co-ordinating
the strategic and operational sustainability work within
Foresight Group and comprises a number of sustainability
professionals, including the Team Head of Sustainability,
who manages 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 and fundraising activities. As noted above,
the team provides the Board with written reports and, at
times, arranges Board training and dedicated sustainability
meetings.
Investment teams
The Group’s investment divisions are increasingly
incorporating sustainability-focused considerations, including
climate-related risks, into investment analysis. They work
in collaboration with the Sustainability team, which leads
the day-to-day management of climate issues and the
enhancement of tools and processes, strengthening capability
and portfolio resilience as climate data calculation and
assessment methodologies continue to mature.
In FY26 we developed a Climate Alignment Plan, with
active engagement from the Board. As implementation
progresses, governance arrangements will continue to evolve
to strengthen accountability and enhance cross-functional
co-ordination. This includes a growing role for portfolio
managers as climate-related responsibilities become further
embedded in day-to-day decision-making.
Policies
Foresight Group’s sustainability governance framework
is underpinned by six key policies alongside a number of
associated policies, which together set out our baseline
approach to the respective subjects. During FY26, we
refreshed our Responsible Investment Policy to reflect
the continued evolution of the business and the external
environment.
The six key policies are publicly available on our website:
ș Group Code of Conduct
ș Sustainability Policy
ș Responsible Investment Policy
ș Sustainable Sourcing Policy
ș Environmental Policy
ș Human Rights Policy
Any policy breaches are investigated promptly and addressed
through appropriate disciplinary and remedial actions,
including strengthening controls to prevent recurrence.
Additionally, we developed the Sustainability Accountability
Framework, which provides structure and clarity around how
sustainability-related decisions, particularly those resulting
in process changes and disclosures, are assessed, approved
and monitored across the business. It also reinforces
Foresight’s existing sustainability governance processes.
Sustainability
TCFD Report
78 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Risk management
Double materiality analysis refresh and outputs
1
To identify sustainability-related, including climate-related,
risks and opportunities, the Group applies a Double Materiality
Assessment (“DMA”) process. Whilst frameworks such as TCFD
and ISSB focus primarily on financial materiality, we believe it is
beneficial to also assess impact materiality. This comprehensive
approach helps ensure that our business is well positioned,
resilient, and aligned with Stakeholder expectations.
Foresight conducted its first DMA in FY24. In line with industry
best practice, the Group refreshed the assessment in FY26 to
ensure it remains current and aligned with Foresight’s evolving
context.
The refresh was delivered internally by the Group Sustainability
team. As part of the process, key Stakeholders were
interviewed to capture insights on business developments and
emerging macro trends. Divisional leads were then asked to
rank sustainability topics based on their materiality to their
respective divisions. This process included assessing our own
activities and considering our immediate value chains.
Materiality definitions were refined to strengthen clarity and
focus. Impact materiality was narrowed to topics with high
significance, while financial materiality remained unchanged.
Group Sustainability aggregated the divisional inputs,
including those from the corporate functions, to determine
Group-level priorities.
The refresh resulted in a reduction of material topics from
27 to ten. This streamlined set of topics will enable greater
focus on issues of the highest significance. The outputs
will guide the Group in prioritising actions and allocating
resources to address key sustainability risks and opportunities
and will serve as a foundation for strategic planning and
decision-making.
Sustainability
TCFD Report
Rank Movement Area Material topic
Risk/
Opportunity Impact Relevance Areas impacted
1
—
E
Climate change
adaptation
R
O
P
N S
M
L
See more under TCFD
2
+1
S
Our people
R
O P
N S
M
L
Group
3
+2
S
Human and labour
rights in the value chain
R N S
M
L
Supply chains of Group and
all divisions. (Own operations
covered separately)
4
-2
E
Energy and
decarbonisation
R
O P
N S
M
L
See more under TCFD
5
+10
G
Anti-corruption
and bribery
R N S
M
L
Own operations of all divisions
and Group and their supply
chains
2
6
—
E
Biodiversity and
ecosystems
R
O P
N S
M
L
Real Assets
7
+1
S
Responsible marketing
R N
S
M
L
Group and all divisions
8
New
G
Cybersecurity and
data governance
R
O P
N S
M
L
Group and all divisions
9
New
S
AI ethics
R
O P
N S
M
L
Group and all divisions
10
New
S
Economic and social
impact on local
communities
R
O P
N S
M
L
Real Assets and Private Equity
2. The primary focus is on direct operations and supply chains (e.g. investments and direct business relationships), unless there are reasonable grounds to suspect adverse impacts
further downstream.
Key:
E
Environmental
S
Social
G
Governance
R
Risk
O
Opportunity
P
Positive
N
Negative
S
Short (0-5 years)
M
Medium (5-10 years)
L
Long (10+ years)
1. The assessment was conducted prior to the announcement of the proposed sales of the FCM division and therefore incorporates outputs from areas now classed as discontinued operations.
79 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Risk management integration
Sustainability-related risks newly identified through
the refreshed DMA process have been recorded in the
Enterprise Risk Management (“ERM”) system. Work is ongoing
to further integrate these risks into the appropriate monitoring
processes.
Additionally, in FY26 we continued integrating climate risks
into our ERM framework, building on the work initiated in
FY25. Investment teams, supported by Sustainability, apply
scenario analysis and materiality assessments to evaluate
physical and transition risks, although capabilities and tools
continue to mature. The climate risk matrix introduced in FY25
is now more widely used to assess likelihood and impact at
the asset or portfolio level. While these assessments involve
uncertainty due to evolving policy, technology and climate
conditions, the matrix helps distinguish between routine,
lower impact risks and less frequent but potentially severe
events. This has improved understanding of how climate risks
could affect operations, revenues or reputation.
Climate risks are now incorporated into divisional risk
registers with assigned ownership, mitigation plans and
regular reporting to Senior Management and the Board. The
Risk team meets periodically with risk owners and escalates
material changes to the Audit & Risk Committee and, where
appropriate, to the Board. Risks assessed as being outside
the Group’s risk appetite are subject to specific action plans.
Enhanced risk indicator functionality in the Group’s risk
system supports better monitoring of potentially material
risks, including climate-related exposures.
This enhanced risk management framework strengthens the
Group’s ability to respond to climate-related challenges and
improves Foresight’s resilience.
As climate risks continue to evolve, the framework will
be regularly reviewed and refined to support continuous
improvement and to strengthen resilience.
Strategy – climate resilience
Introduction
Foresight’s climate strategy reflects the diverse nature of
its investment activities. While all divisions share a common
commitment to understand and manage climate-related
risks and opportunities, each division applies climate risk
strategies and scenario analysis methodologies that are
tailored to its asset classes. This differentiated approach
ensures that the outputs are decision-useful and aligned with
the specific characteristics of each asset class.
Real assets typically have long investment horizons and fixed
locations, resulting in greater exposure to physical climate
risks. As a result, location-specific and longer-term physical
risk assessments are particularly relevant for these assets.
By contrast, due to data limitations
1
, varying equity stakes
and differing levels of influence, private equity investments,
particularly in small and medium-sized enterprises, often
require 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.
Sustainability
TCFD Report
1. These include limited data on geolocations for all Company sites and limited public disclosure from investee companies on climate risks and opportunities.
80 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Overview of Group’s exposure to risks and opportunities
Physical risks
Division
Main
hazard/risk
Vulnerable
geographies
and sectors Methodology and risk range How the risk could manifest
Time
horizon Mitigation and resilience
Real Assets
Water
stress and
temperature
extremes
Risks concentrated in a
subset of assets in the
regenerative agriculture
sector, gas-fired and
hydropower assets in
Australia and the UK.
Assets identified as
having medium or high
risk exposure represent
about 2.2% of the
portfolio’s overall EV.
S&P Climanomics, Relative Annual
Average Loss (“RAAL”)
Assets identified as having medium or
high risk exposure represent about
2.2% of the portfolio’s overall EV.
ș Limited water availability for energy or
cooling can have material operational,
efficiency and reliability impact on
hydropower and natural gas plants,
primarily in Australian assets.
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 EV-weighted
financial losses equivalent to 0.9% 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.
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
shortages and reduce agricultural yields,
whilst also affecting 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.
Key:
S
Short (0-5 years)
M
Medium (5-10 years)
L
Long (10+ years)
81 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Transition risks and opportunities | Group and divisions
Risk/opportunity
type How the risk/opportunity could manifest
Time
horizon Mitigation and resilience
Regulation
Opportunities: A supportive policy environment for 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 a percentage of AUM reduces
exposure to regulatory risks and stricter climate policies (e.g. carbon
taxes, emissions limits, clean energy mandates).
ș EU frameworks (Green Deal, REPowerEU, Renewable Energy Directive)
continue to drive deployment through binding targets, incentives and
investment support. Increased scale is improving cost competitiveness
over time
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 The Sustainability team continues to build on its established capability to
strengthen internal processes, review evolving standards and frameworks,
monitor regulatory developments and enhance 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.
Fossil fuel price volatility combined with energy security concerns increase demand for
renewables.
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 more 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 (power purchase agreements,
merchant, subsidy support, etc.) across the Real Assets portfolio limits
exposure to market fluctuations.
ș A renewable-focused Real Assets portfolio is well positioned to benefit
from increased demand driven by the need for energy security and AI.
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 energy-focused Real Assets portfolio is well positioned to
benefit from technology-driven opportunities.
ș Our private equity funds are equipped to invest across a broad range of
opportunities, including early-stage technology companies.
Key:
S
Short (0-5 years)
M
Medium (5-10 years)
L
Long (10+ years)1. Source: IRENA: Regional energy transition outlook: European Union, https://www.irena.org/Publications/2025/Jun/Regional-energy-transition-outlook-European-Union.
82 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Real Assets
ESG due diligence pre and post investment
In FY26, the Real Assets division strengthened 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 was 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 the results will be
integrated into the asset and fund-level risk registers. These
are owned by asset management teams, who also work
closely with site operators and counterparties to monitor
climate-related impacts on asset performance and develop
mitigation plans.
In addition, to strengthen internal capabilities, the division has
developed a new geospatial risk platform in collaboration
with Frontierra.
The platform is designed to generate location-based insights
into climate and nature-related risks and is now in use by
the Real Assets Team for due diligence and risk analysis.
Following additional grant funding being received from the
UK Space Agency (“UKSA”), further enhancements of the
platform have been made to enable assessment of climate
and nature-related value at risk. Final testing of this phase
is ongoing, with the functionality expected to go live later
in 2026.
Real Assets climate risk framework
Since 2022, Foresight has undertaken scenario modelling
of its Real Assets portfolio. In FY26, the Real Assets 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
. We have followed the same
assessment methodology as last year.
Core results are presented in terms of relative risk: the
proportion 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
.
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)
3
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).
Sustainability
TCFD Report
1. Climanomics methodology.
2. The Climanomics assessment covered 557 assets, including those in development, pre-construction, construction, commissioning and operational stages. 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, which generally capture operational-stage assets.
3. This scenario has formally been withdrawn by the IPCC, and from FY27 onwards, we will no longer report against this.
83 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Climate resilience
Physical risks
All assets were assessed for nine 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 enterprise value (“EV”) 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 below shows the resulting total physical risk (EV weighted) across seven decadal time
horizons. In this aggregated view, physical risk remains low across all scenarios.
Real Assets portfolio – aggregated relative physical risk (in %)
2.0
1.5
0
2.5
3.5
3.0
4.0
4.5
2070 2080 209020602050204020302020
0.5
1.0
Physical risk (weighted by EV)
SSP1-2.6 SSP2-4.5 SSP3-7.0 SSP5-8.5
Under the central SSP2-4.5 pathway, risk increases moderately to 0.9% by 2050. This is
slightly lower than prior year’s projection due to more accurate methodology being used in
the current year. This means that, on average, the expected yearly financial loss from climate
risk is equivalent to 0.9% 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 1.2%
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.
As in the prior year, water stress and temperature extremes were identified as the most
significant physical risks. Although overall exposure remains low, 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 and targeted mitigation might be needed
for higher-risk assets.
Consistent with the prior year’s assessment, impacts from water stress and temperature
extremes are concentrated in a subset of assets in the regenerative agriculture sector, gas-fired
and hydropower assets in Australia and the UK. Assets identified as having medium or high risk
exposure represent about 2.2% of the portfolio’s overall EV. These risks are partially mitigated
by our diversified portfolio across a range of sectors and asset types.
Conversely, 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 0.9% 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 54% of all Real Assets investments and
approximately 44% of the division’s EV – perform well under the central scenario (SSP2-4.5),
with no individual asset facing more than 2.3% 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.
84 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Across our Real Assets portfolio, we are proactively
adapting how we manage our assets in response to a
changing climate. Our approach focuses on mitigating the
operational impacts of physical climate risks, including
water stress and temperature extremes, which we have
identified as our two most significant physical risks.
Water stress
Our regenerative agriculture assets prioritise farming
techniques that restore soil health, improve water retention
and enhance resilience to climate variability. Foresight’s
investment into the Regenerate Outcomes programme
ensures the provision of training for farmers which delivers
mentoring, benchmarking and guidance on implementing
best-practice regenerative techniques, and ultimately the
generation of carbon credits.
Farmland managed under this programme has
demonstrated improved resilience to both prolonged
dry periods and excessive rainfall. This reflects the
benefits of healthier soil structures, which support water
retention during drought conditions and improve drainage
during periods of heavy rainfall. Our participation in this
programme supports more resilient agricultural yields and
underpins the long-term sustainability of these assets.
Heat extremes
Across our assets, we are increasingly observing the
operational impacts of extreme heat. Even in temperate
climates, elevated temperatures can reduce the efficiency
of equipment, with solar panel performance in particular
declining at higher temperatures, directly affecting
energy yields.
To address this, we are implementing targeted adaptation
measures across geographies. For example, at several
UK sites, we have installed cooling solutions, including
fans, to mitigate the impact of heat on inverters and
transformers at solar parks. Alongside these interventions,
we are strengthening resilience to extreme heat and its
associated risks across the portfolio, including practical
measures such as vegetation management and the creation
of seasonal firebreaks to mitigate heightened risks like
wildfire.
Flooding
At Hayford Solar Farm in Shropshire, we have implemented
targeted flood mitigation measures following the
identification of site-specific drainage risks. A drainage
swale has been constructed to collect and divert surface
water runoff, improving on-site water management
and reducing flood risk both at the asset and in the
surrounding area. This helps to minimise the risk of
operational disruption and downtime following periods
of heavy rainfall.
More broadly, flood risk management is embedded across
the portfolio. This includes integrating flood considerations
into site design and ongoing asset management practices.
Utilising the Frontierra platform to mitigate risk
Across our Real Assets portfolio, the outputs of the
Frontierra geospatial platform are integrated into
asset-level risk registers, supporting a data-driven
approach to climate risk management.
At Arco 8 in Spain, for example, Frontierra has been used
to identify changes in environmental conditions which can
affect energy generation, such as changing precipitation
patterns. Moving forward, we intend to increase our use
of Frontierra to support more proactive and informed
decision-making, helping to enhance asset resilience,
protect energy yields and drive operational improvements
across the portfolio. The platform enables analysis at both
fund and asset level, helping to identify key risks at the
fund level and prioritise assets with the highest exposure.
Adapting to climate risk across our portfolio
CASE STUDY
85 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Transition risks
Assessment of transition risks is limited by the inevitable
simplification of sector-specific assumptions, evolving
modelling approaches and the inherent challenges of
accurately quantifying the net present impact of carbon
pricing while accounting for regional differences.
Exposure to the modelled transitions risks (including carbon
pricing, litigation, market shifts, reputational damage and
technological disruption) remains low across all scenarios
at below 2.6% and below 1.0% under the central scenario
by 2050.
Certain assets, including specific gas-fired power plants,
anaerobic digestive plants, waste-to-energy plants and
wastewater treatment plants, have medium to high exposure
to carbon pricing under the central scenario by 2050.
These assets represent about 2.9% of the division’s EV. This
assessment 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 0.3% across all assets and all scenarios.
As noted above, our overall transition risk remains relatively
low, given that our portfolio is primarily composed of
renewable energy assets. 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 well 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 7.6TWh of renewable electricity generated and 4.6GW
of installed renewable energy capacity in FY26
1
, the portfolio
is well positioned to benefit from increasing demand for
clean energy. This renewable energy generation from the
global portfolio in FY26 provided enough energy to power the
equivalent of 2.8 million
2
homes annually.
Overall, our portfolio results in the avoidance of
approximately 2.5 million tonnes of CO
2
e emissions per year
compared to the grid
3
, 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.
Sustainability
TCFD Report
1. This figure (above generation) includes wind and solar, solar batteries, hydropower, geothermal, biomass and anaerobic digestion facilities (operational assets only) and covers
theperiod April 2025-March 2026.
2. Calculated with Foresight’s SDG calculator for objective 7.2 Affordable & Clean Energy, which divides renewable energy generated by the country-specific average household
electricity consumption per year.
3. 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2025-March 2026.
Real Assets enterprise value allocation
and emissions distribution by technology
By enterprise
value
1
By emissions
distribution
1
Wind 28% 0%
Solar 18% 0%
Transport 17% 6%
Other 14% 3%
Social infrastructure 9% 2%
Gas 6% 52%
Energy-from-waste +
biomass
4% 13%
Anaerobic digestion 2% 21%
CNG 2% 3%
1. Encompassing 454 operational assets with a total enterprise value of
£7.52 billion. Gas generation includes power plants, gas peaking plants
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. Social infrastructure includes hospitals, schools, social housing
and student accommodation. Anaerobic digestion (“AD”), CNG includes
refuelling stations only. Other includes forestry, hydropower, agriculture,
street lighting, storage (battery), glasshouse and aquaculture. Emissions
chart excludes the assets’ Scope 3 emissions which are currently estimated.
86 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Climate Alignment Plan
Context
As an investor with significant exposure to the systems and
technologies enabling a low-carbon future, we recognise
the important role businesses play in supporting the green
transition.
This is a key issue for our clients, many of whom are drawn to
the strong sustainability credentials of our product offerings
while also pursuing their own climate commitments. Through
our ongoing engagement with clients, we recognise the value
of clear, credible commitments in providing a framework for
managing climate impact.
Against this backdrop, we have undertaken a comprehensive
assessment of our carbon footprint, encompassing the
environmental impact of our diverse asset base. This process
has involved extensive engagement across the business and
with key Stakeholders, supported by a detailed review of
relevant frameworks and emerging industry best practice.
The outcome of this work is our first Climate Alignment Plan.
Key features of the Plan
A significant proportion of Foresight’s emissions arise from
financed emissions, with our Real Assets division the most
significant contributor. Accordingly, the Plan focuses on the
Real Assets division, covering 96% of Foresight’s total Scope
1–3 emissions. We consider this focus appropriate, enabling
us to prioritise action where we can have the greatest impact.
Sustainability
TCFD Report
The Plan also considers the composition of our portfolio,
including our exposure to assets aligned with a low-carbon
and net zero future. In particular, it highlights our significant
existing exposure to climate solutions technologies, with
55% of the division’s assets falling into this category. The
widespread adoption of these technologies will be critical
to enabling the global economy to transition to a net zero
pathway and to achieve the Paris Agreement goal of limiting
global warming to 1.5°C above pre-industrial levels.
Our approach is informed by the Science Based Targets
initiative (“SBTi”) Financial Institutions Net Zero (“FINZ”)
recommendations. While this provides a useful framework,
we are not currently seeking formal SBTi validation. This
reflects the need for certain adaptations to account for the
characteristics of our portfolio, as well as to accommodate
existing client mandates.
Objectives
Under our Plan, we have established a set of objectives
which provide a broad assessment of the carbon impact of
our portfolio. These include metrics focused on portfolio
alignment with net zero, exposure to the low-carbon
transition and a sector-specific emissions intensity measure.
These objectives sit alongside our existing commitment to
measure and monitor emissions across our portfolio, as set
out on pages 91 to 94 of our TCFD report.
These objectives have been calculated using total enterprise
value (equity plus debt), with all objectives using FY25 as the
baseline year.
Reporting
Updates against each of the objectives will be provided in our
annual reporting from FY27 onwards.
87 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
Objective 1
Objective 1 is our climate alignment objective, which
measures the proportion of assets which are already
classified as being in a Net Zero State. Our objective
is to increase this proportion to 95% by FY40. This
aligns well with global decarbonisation pathways and
underlines our commitment to manage our portfolio in
line with a net zero trajectory.
1. Climate alignment:
Proportion of assets that have reached
a Net Zero State
80%
100%
60%
40%
20%
0%
49%
65%
95%
FY25
baseline
FY30 FY40
Objectives 2 and 3
Objectives 2 and 3 are our exposure metrics. They
measure the extent to which our portfolio is exposed
to assets which are climate solutions that support the
transition to a low-carbon economy. We consider these
metrics particularly relevant to Foresight given our
product offering and strategy.
2. Exposure to climate solutions:
Proportion of assets invested in climate solutions
3. Clean energy to fossil fuel ratios:
Ratio of investments in clean energy to fossil fuels
80%
100%
60%
40%
20%
0%
55%
≥58%
≥70%
FY25
baseline
FY30 FY50
80
100
60
40
20
0
11 : 1
22 : 1
100 : 1
FY25
baseline
FY30 FY40
Fossil fuel
Clean energy
Objective 4
Objective 4 is our sector-specific objective. This
focuses on the carbon intensity of our portfolio or
the amount of greenhouse gases emitted per unit of
electricity generated. Power generation accounts for
86% of emissions across the Real Assets division and
it is therefore appropriate that this should be a focus
area for our plan.
4. Power generation emission intensity:
Weighted average emissions intensity of power
generation (tCO
2
/MWh)
1
0.15
0.10
0.05
0.00
0.13
≤0.001
FY25
baseline
FY40
1. FY30 interim objective to be published in FY27 following analysis of restated FY25 carbon emissions data.
88 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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
investments. The process is regularly reviewed and updated
to incorporate evolving best practices.
During FY26, a tailored version of the ESG questionnaire was
rolled out across the Ventures portfolio, resulting in over 140
portfolio companies now utilising the Foresight Sustainability
Platform. The Platform continues to be enhanced, including
the expansion of the resources library which now comprises
a comprehensive suite of template policies and numerous
internally generated development videos.
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 is
updated annually to ensure it meets evolving regulatory and
investor requirements. 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 FY26, an enhanced due diligence process has
been introduced to improve the evaluation of security and
resilience-related investments.
Annually, all Growth Private Equity portfolio companies are
also asked to complete the ESG questionnaire on the online
Foresight Sustainability Platform. The interactive dashboard
allows portfolio companies to easily visualise progress,
identify areas for further improvement and support data
insights for timely Stakeholder reporting. In addition, a carbon
questionnaire is completed which 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, facilitating targeted engagement as this
process evolves.
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.
Private Equity climate risk framework
As in FY25, the Private Equity division performed an in-house
qualitative climate risk assessment for companies above a
defined investment threshold, following the same process as
last year.
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.
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.
Sustainability
TCFD Report
89 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Transition risks and opportunities
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. To explore
opportunities, several portfolio companies, especially
ventures companies, are developing technology to assist with
the low-carbon transition.
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, assists with identifying and assessing
transition risks in energy-intensive companies, building on
our existing efforts to mitigate these risks through ongoing
engagement to help companies lower their emissions.
Additionally, the Platform also identifies opportunities for
improvement and helps track this over time.
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 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.
Group
General limitations of scenario analysis assessment
Climate scenario analysis is a valuable tool, but it has
inherent limitations. It typically relies on linear assumptions
that may not reflect sudden policy, market or technological
shifts, and its long time horizons often diverge from typical
investment cycles. Models tend to focus mainly on direct
impacts, with more limited consideration of supply chain
effects, climate tipping points or tail risk events. In addition,
sectoral and regional exposures are often simplified, which
may mask important differences. These constraints mean
scenario results should be interpreted with care and updated
as climate science, modelling capabilities and market
conditions evolve.
Financial position, financial performance and
cash flow
Given the nature of the Group portfolio, we expect
Foresight’s financial position to benefit from the transition
to a low-carbon economy, with increasing demand for
renewable energy supporting capital raising and growth.
The Group does not intend to enter carbon-intensive sectors.
However, we recognise that policy or legislative shifts away
from climate-aligned pathways could adversely affect the
profitability of our renewable energy assets in key markets
and influence our fundraising efforts.
Given that different asset classes use different methodologies
to assess climate risks and opportunities, Group-wide
aggregation of risks and quantification of climate-related
financial impacts is currently not feasible.
As assessment approaches, data availability and tools
continue to evolve, the Group aims to improve the
consistency and integration of climate-related considerations
into valuations, cash flows and financial planning, supporting
our commitment to financial resilience through the transition.
Sustainability
TCFD Report
90 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Metrics and targets
Targets
In FY26, Foresight has developed its first Climate Alignment Plan to strengthen how we manage climate-related risks and opportunities across the business. For more detail, please see pages 87-88.
Under our Plan, we have established a set of objectives which provide a broad assessment of the carbon impact of our portfolio. These objectives sit alongside our existing commitment to measure
and monitor emissions across our portfolio, as set out on the following pages.
1. Climate alignment: Proportion of assets that have reached a Net Zero State
2. Exposure to climate solutions: Proportion of assets invested in climate solutions
3. Clean energy to fossil fuel ratio: Ratio of investments in clean energy to fossil fuels
4. Power generation emission intensity: Weighted average emissions intensity of power generation (tCO
2
/MWh)
Updates against each of the objectives will be provided in our annual reporting from FY27 onwards.
Total emissions – operational and financed
FY26 FY25 Year-on-year
Carbon emissions
1
Total carbon
emissions (tCO
2
e)
Carbon
footprint
(tCO
2
e/£m
invested)
3
Weighted Average
Carbon Intensity
(“WACI”)
(tCO
2
e/£m
revenue)
Total carbon
emissions (tCO
2
e)
5
Carbon
footprint
(tCO
2
e/£m
invested)
4
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 9.0 0.0009 0.054 10.7 0.0012 0.069 (16.3)% (26.2)% (21.9)%
Scope 2 (location based) 86.9 0.0084 0.527 137.7 0.0150 0.89 (36.9)% (44.3)% (41.1)%
Scope 2 (market based) 93.1 0.0090 0.564 92.5 0.0101 0.60 0.6% (11.2)% (6.1)%
Scope 3 (excluding Category 3.15)
2
5115.6 0.4932 31.0 4,389.2 0.4796 28.5 16.5% 2.8% 8.8%
Category 3.15 – Financed emissions 1,167,455.9 112.55 7,079.0 1,163,085.8 127.1 7,553.0 0.4% (11.4)% (6.3)%
Scope 3 1,172,571.5 113.05 7,110.0 1,167,475.0 127.6 7,581.5 0.4% (11.4)% (6.2)%
Total emissions (Scope 2 market based) 1,172,673.5 113.1 7,110.6 1,167,578.2 127.6 7,582.2 0.4% (11.4)% (6.2)%
Total emissions (market based) – excluding FCM 1,148,700.4 110.7 6,965.2 1,150,188.2 125.7 7,469.3 (0.1)% (11.9)% (6.7)%
Sustainability
TCFD Report
1. Of the FY26 emissions, 0% of Scope 1, 40% of Scope 2 (market based) and 36% of Scope 1 and 2 (market based) relate to the UK.
2. For FY25, emissions include a pro rata share of WHEB’s emissions.
3. Carbon footprint per tCO
2
e/£m invested is calculated using enterprise value for the Real Assets Division and AUM for Private Equity and FCM to provide a meaningful metric.
4. FY25 Carbon footprint per tCO
2
e/£m invested has been represented using enterprise value equivalents for the Real Assets Division to provide a more meaningful metric.
5. FY25 data has been restated following improvements to the calculation methodology and the correction of previously reported data. This has reduced the emissions of certain Real Assets investments.
91 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
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 include consumption data
across all offices, covering energy use, waste, water, business
travel, employee commuting and purchased goods and
services. The reduction in location based Scope 2 emissions
is predominantly due to the lower electricity usage across our
offices and the 14.5% decrease in UK grid electricity’s carbon
intensity.
We are continuously working on improving the data
quality, with emission factors updated to reflect the latest
assumptions. Additionally, this year we further improved the
accuracy of emissions from purchased services emissions
and business travel.
All emissions data – excluding Scope 3 financed emissions
(Category 15) – are audited with limited assurance by Turley,
an external consultancy specialising in carbon accounting.
Foresight Group carbon emissions
Emissions category Subcategory
FY26
tCO
2
e
FY25
tCO
2
e
1
Year-on-year
%
Scope 1
Stationary sources Gas consumption 9.0 10.7 (16.3)%
Mobile sources — 0 0 n/a
9.0 10.7 (16.3)%
Scope 2
Location based Electricity consumption 86.9 137.7 (36.9)%
Market based — 93.1 92.5 0.6%
Scope 3
1. Purchased goods
and services
Water supply and spend on goods
and services 3,875.0 2,913.3 33.0%
2. Capital goods 228.0 197.9 15.2%
3. Fuel and energy
(not Scope 1 or 2) T&D losses 9.9 18.5 (46.2)%
5. Waste Wastewater and other waste 15.8 12.8 23.8%
6. Business travel Transport – air, ground, rental cars
and hotels 735.6 1,025.5 (28.3)%
7. Employee commuting Employee transport and home working 251.1 221.2 13.5%
15. Financed emissions 1,167,455.9 1,163,085.8 0.4%
1,172,571.5 1,167,475.0 0.4%
Total emissions (location based) 1,172,667.4 1,167,623.4 0.4%
Total emissions (market based) 1,172,673.5 1,167,578.2 0.4%
Total emissions (market based) –
excluding FCM 1,148,700.4 1,150,188.2 (0.1)%
1. FY25 data has been restated following improvements to the calculation
methodology and the correction of previously reported data. This has reduced the
emissions of certain Real Assets investments.
92 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
SECR metrics
Energy efficiency action
In FY26, Foresight developed a new Group-wide Sustainability Strategy that sets out a clear direction for the years ahead and
defines a number of objectives for the Group. Further details on the Strategy can be found on pages 59, 63 and 64. Work is
currently underway to develop a roadmap to achieve this objective.
Energy usage
FY26 FY25 Year-on-year
Energy type Unit Usage
%
of UK Unit Usage
%
of UK
%
Change in
usage
% point
change
of UK
Gas kWh 48,946 0 kWh 59,022 0 (17) 0
Electricity kWh 437,859 72 kWh 464,854 69 (6) 3
93 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
TCFD Report
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 our
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 emissions split between divisions and scopes, offering a detailed view of how these emissions are distributed across our investment portfolio. For the purposes of
Group financed emissions reporting, only the investments scope 1 and scope 2 emissions are included. The investments scope 3 emissions are presented here for additional context.
Scope 1 – Financed emissions tCO
2
e FY26 tCO
2
e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on reported data % data based on estimation
Real Assets
1, 2
1,102,724 1,084,338 88 7,526 100 0
FCM
3
Only Scope 1 and Scope 2
total available: 23,973
Only Scope 1 and Scope 2
total available: 17,390 72 653 95 5
PE
4
15,662 12,407 100 1,887 57 43
Scope 2 – Financed emissions tCO
2
e FY26 tCO
2
e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on reported data % data based on estimation
Real Assets
1, 2
19,660 22,188 88 7,526 100 0
FCM
3
Only Scope 1 and Scope 2
total available – see above
Only Scope 1 and Scope 2
total available – see above n/a n/a n/a n/a
PE
4
5,437 26,763 100 1,887 21 79
Scope 3 – Financed emissions tCO
2
e FY26 tCO
2
e FY25 % AUM covered in this data AUM covered in this data (£m) % data based on reported data % data based on estimation
Real Assets
1, 2
529,589 391,020 88 7,526 6 94
FCM
3
128,229 42,651 72 653 0 100
PE
4
129,237 95,609 100 1,887 15 85
1. Our assessment covers 454 operational assets (excluding those in development, pre-construction, construction and commissioning
due to lower availability of data at these stages), with a total enterprise value of £7.52 billion. For the Real Assets division, we have
used enterprise value as proxy for AUM to provide a more meaningful ratio. FY25 data has been restated following improvements
to the calculation methodology and the correction of previously reported Real Assets data.
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; data for Australian assets reflects the
last Australian financial year (FY25) which spans the period from July 2024 to June 2025; otherwise, the period from April 2025
to March 2026 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. FCM’s emissions data is based on MSCI reports and includes five funds: Foresight UK Infrastructure Income Fund (“FIIF”), Foresight
Global Real Infrastructure Fund (“GRIF”), Foresight Sustainable Real Estate Securities Fund (“REF”), Foresight Sustainable Future
Themes Fund (“SFT”) and the WHEB Sustainability Impact Fund (“WHEB”). MSCI methodology coverage varies across these funds,
with coverage levels of 18.3% for FIIF, 60.1% for GRIF, 88.6% for SFT, 87.6% for REF and 99.5% for WHEB. As a result, the emissions
data is subject to certain limitations, particularly where coverage is lower.
4. 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.
94 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
General disclosures
General disclosures
Basis of preparation
The scope of consolidation of the sustainability disclosures
aligns with Foresight Group’s financial reporting.
Post-period end events
Post-period end, Foresight Group announced an agreement
to dispose of its public markets FCM division. Consequently,
throughout this Annual Report, data relating to FCM has
been classified and presented as a discontinued operation.
In advance of the expected completion of this agreement, we
have continued to include FCM within certain sustainability
data, predominantly relating to people data and carbon
emissions, where we have also provided breakdowns which
set out FCM’s relevant footprint for FY26.
Frameworks and data selection
Climate-related financial information has been prepared
in accordance with the TCFD requirements. In preparing
other sustainability-related financial information, the Group
has referred to and considered the applicability of the
ISSB standards.
Foresight’s employee data
Employee data has been reported based on actual
headcount. Figures are reported either as at year end,
31 March 2026, or cover the period from 1 April 2025
to 31 March 2026 and include employees from the now
discontinued operations (FCM). No estimates have been
made in the compilation of the data.
Measurement uncertainties
GHG emissions quantification is subject to significant inherent
limitations, due to incomplete scientific knowledge and
inherent limitations in the nature of and methods used to
determine emission factors. Estimation methodologies for
data gaps have been further developed during the financial
year. The TCFD section of this report provides detailed
explanations on how the emissions data has been prepared,
covering Scopes 1, 2 and 3.
Judgements
The Company exercised judgements in assessing the potential
impact of relevant risks and opportunities.
External review
Carbon emissions data (excluding Scope 3 financed
emissions) are audited with limited assurance by Turley
Associates Ltd, an independent third party.
Principles for
Responsible Investment
Our results:
We were pleased with the results of this year’s PRI
assessment, which awarded us five-star scores across
all modules except Listed Equities, where our rating
moved from five stars to four stars. This change in
rating primarily reflected Foresight’s appointment as
sub-investment manager of the Liontrust Diversified
Real Assets Fund (“DRAF”) in January 2025. Since the
PRI submission, Foresight has announced its intention to
dispose of its FCM (Listed Equities) division.
Our full set of scores is set out below:
ș Policy Governance and Strategy: 91% (
)
ș Direct – Listed Equity (Active Fundamental):
82%()
ș Direct – Private Equity: 95% (
)
ș Direct – Infrastructure: 96% (
)
ș Confidence-Building Measures: 100% (
)
For more information on PRI and their reporting
framework you can visit their website.
95 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainability‑related risks and opportunities
Introduction
In FY26 the Group has started aligning its reporting
approach with the ISSB framework in response to
Stakeholder expectations and to enhance the consistency,
comparability, and decision-usefulness of its disclosures.
The following section discusses the sustainability matters
identified as material for the Group, excluding climate-related
matters, which are addressed separately in the TCFD section.
Human and labour rights in the value chain
Overview
Foresight’s investments 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.
Our strategic response
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.
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 information can also be found
within our Modern Slavery Statement.
Progress during the year
During the year the Group completed its first human rights
risk assessment in line with the UN Guiding Principles
(“UNGPs”). The assessment covered Foresight Group’s direct
supply chain and, where appropriate, considered risks in
the supply chains of assets held in the investment divisions.
Foresight also participated in both a modern slavery
statement peer analysis exercise and the Human Rights
Business Accelerator programme, each hosted by the UN
Global Compact. In addition, the organisation completed a
Modern Slavery Act gap analysis, conducted in alignment with
the UK Government’s updated statutory guidance issued in
March 2025.
Within Real Assets, Foresight has increased its direct
engagement with solar and Battery Energy Storage System
(“BESS”) suppliers. These areas have been prioritised due to
their increasingly complex supply chains, reliance on critical
raw materials and growing regulatory and Stakeholder
expectations. Find more information in our inaugural
Stewardship Report on page 35.
Future plans
ș Formalising Group-level risk indicators relating to
Foresight’s salient human rights risks
ș Launching a Health and Safety Forum in Real Assets, to
share best practice throughout our network of asset
managers and operators
ș Engaging collaboratively with organisations such as the
Solar Stewardship Initiative (“SSI”), which is seeking to
ensure that manufacturers and buyers of solar panels
adhere to high standards of sourcing. Alongside this we
will be preparing for a series of upcoming legislation
requirements such as the EU Battery Passports
ș Within our PE division, we are formulating a supplier due
diligence help guide for our portfolio companies
Financial impact and metrics
Foresight currently measures a variety of asset and
fund-level human rights metrics. These are integrated,
where material, into fund-level risk registers and managed
on an ongoing basis.
The outcome of the FY26 human rights risk assessment
enhances oversight at a Group level by including a set of risk
indicators covering Foresight’s salient risks and setting out
actions for strengthening our processes in FY27.
96 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Anti‑corruption and bribery
Overview
The double materiality assessment refresh concluded that
corruption and bribery constitutes a material topic for the
Group. This topic encompasses both positive and negative
impacts, reflecting the potential to create value through
strong governance practices, as well as the risks arising from
failures in controls or ethical standards.
Our strategic response
A key element of Foresight’s approach to managing bribery
and corruption risk is its comprehensive Anti-Bribery and
Corruption Policy, which establishes the framework at
the Group level. Aligned with regulatory expectations for
authorised firms, the policy applies across all Foresight
entities worldwide, promoting a consistent approach while
accommodating more stringent local requirements where
applicable.
To further mitigate these risks, Foresight provides regular
anti-bribery and corruption training to its employees,
ensuring a strong understanding of relevant policies and
procedures.
Foresight embeds transparency of its oversight of bribery
and corruption risks through reporting at subsidiary level.
This involves providing detailed reports to the boards of the
regulated entities, and Group-level consolidated reports to
the Executive Committee and Foresight’s Board summarising
the material matters from across the Group.
Foresight recognises the material risks that bribery and
corruption pose not only to the organisation but to its
investments and supply chains as well, and is relevant over
all time frames.
To manage these risks effectively, Foresight conducts regular
assessments across its investments, considering factors
such as organisational structure, the nature and scale of
operations and overall risk exposure.
As part of our pre-investment processes, anti-bribery and
corruption considerations are incorporated to identify assets
with higher risk exposures to these issues. To address this
risk, we require investments to implement essential policies
within six months to adequately address corruption and
bribery. Our annual assessments then evaluate the presence
and effectiveness of such policies, ensuring adherence to high
ethical standards. We also gather corruption and bribery
data from third parties and make assessments of alignment
with the UN Global Compact principles. 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.
Our Whistleblowing policy, which encompasses a broad
range of potential issues, provides a safe avenue for reporting
suspected misconduct. It serves as a minimum standard and
local regulations may impose stricter requirements. In such
cases, local regulations should take precedence.
The Company encourages all staff to promptly report any
potential wrongdoing. Our staff have multiple channels for
reporting concerns, and the policy also provides external
options for those uncomfortable with internal reporting
channels.
In addition, Foresight Group maintains a zero tolerance
approach to retaliation against whistleblowers who raise
concerns in good faith. The policy sets out clear and robust
procedures to safeguard individuals throughout the reporting
process, ensuring appropriate legal protections are in place.
Regular training further supports this framework by equipping
employees with a clear understanding of the Whistleblowing
policy and the available reporting channels.
More on our whistleblowing principles can be found in our
Group Code of Conduct, which is available on our website.
Progress during the year
During the year, Foresight has reviewed and incorporated
new regulatory requirements and industry best practices
relating to anti-corruption and bribery. This includes updates
aligned with new guidance on Politically Exposed Persons
(“PEPs”), as well as relevant FCA Policy Statements and “Dear
CEO” letters.
In response to these developments, Foresight has enhanced
its compliance framework to ensure it remains fit for purpose
and reflective of current regulatory expectations.
Future plans
Foresight will continue to monitor bribery and corruption
risks across the organisation, ensuring its control environment
remains robust and effective, as regulatory expectations and
industry best practices evolve.
Financial impact and metrics
Foresight Group monitors risk indicators associated with
corruption and bribery, recognising their potential financial
and reputational impact on the business.
Metric FY26
Number of convictions for violation of
anti-corruption and anti-bribery laws 0
Amount of fines in £ for violation of
anti-corruption and anti-bribery laws 0
Number of financial crime incidents 0
Sustainability
Sustainability‑related risks and opportunities
97 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainability‑related risks and opportunities
Biodiversity and ecosystems
Overview
The double materiality analysis refresh concluded that
biodiversity and ecosystems is a material topic for Foresight
Group, reflecting the potential impacts certain investments,
particularly in the Real Assets division, might have on nature
and biodiversity. These impacts include development on
greenfield land potentially leading to habitat loss as well
as building on degraded land which allows for nature
regeneration. The assessment also reflects the importance of
this topic to our investors.
Our strategic response
Nature and biodiversity are increasingly material to
investment decisions, as habitat and species degradation
can create significant financial, operational and regulatory
risks. Impacts such as deforestation, water scarcity and
biodiversity loss can affect supply chains, asset performance
and long-term resilience. At the same time, investments can
either harm nature or support nature-positive outcomes.
We therefore integrate nature-related considerations into
our investment and portfolio management approaches
where relevant, to mitigate risk and drive positive
environmental impact.
Across our Real Assets portfolio, we are committed to
protecting and enhancing ecosystems. This not only
strengthens the natural environments in which our
assets operate, but also helps safeguard commercial
value by mitigating local environmental risks.
At our Foresight Solar Fund Limited (“FSFL”) Lorca
sites near Granada in southern Spain, we delivered
biodiversity improvements during the year through the
installation of ponds and bird nesting boxes, alongside
wider habitat enhancements. These measures support
both operational resilience and ecological value,
with ponds helping to reduce dust during dry periods
– improving solar panel efficiency and performance –
while also creating habitats for local wildlife.
The introduction of nesting opportunities has delivered
tangible benefits, particularly supporting the recovery of
the lesser kestrel, a native falcon species that has faced
significant population decline in recent years
1
.
We are also advancing biodiversity initiatives across
our Australian portfolio. During the year, we launched a
revegetation project at the Hume hydropower plant in
New South Wales. This includes installing water-saving
devices and protective fencing, preparing planting
sites, and targeted spot spraying to support growth. In
a region increasingly exposed to climate-related risks
such as floods, droughts and bushfires, these measures
both strengthen asset resilience and protect the local
ecosystem
2
.
1. Source: BOU, “What’s driving Lesser Kestrel declines despite conservation efforts?”.
2. Source: LA Trobe University, “Climate change threatens billion-dollar industry”.
Putting nature recovery at the heart of asset management
98 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainability‑related risks and opportunities
Progress during the year
There has been a significant amount of progress during
the year within Real Assets in developing our approach to
biodiversity and ecosystems. Some key highlights include:
ș Progress made towards developing a consistent,
portfolio-wide approach to biodiversity baselining. During
the year, Biodiversity Net Gain (“BNG”) assessments were
carried out on 25 sites across the Foresight Solar Fund
Limited (“FSFL”), Foresight Energy Infrastructure Partners
(“FEIP”), Foresight Environmental Infrastructure (“FGEN”)
and Inheritance Tax Solution (“ITS”) portfolios
1
ș Progress in developing specific biodiversity and
nature KPIs, with FGEN and FSFL both establishing
biodiversity-linked targets within their individual Revolving
Credit Facilities (“RCFs”). These targets are phased, with
specific requirements over time. For example, the FGEN
target requires an increased proportion of sites with
biodiversity enhancements
ș To further our understanding of new biodiversity
monitoring techniques, such as acoustic monitoring, we
have been working with universities to explore emerging
ecological monitoring approaches
ș Our geospatial platform which we have developed
with Frontierra is proving effective at ensuring new
investments are EU Taxonomy aligned, whilst supporting
ongoing portfolio management through risk identification
andanalysis
ș The Real Assets Team has also been actively engaged
in collective engagement through the UKSIF Biodiversity
Forum, which has informed enhancements to Foresight’s
approach to nature and biodiversity stewardship
1. BNG assessments quantify the potential biodiversity uplift achievable through targeted interventions on individual sites, with this forming part of the mandatory planning requirements for specific new developments in the UK.
Future plans
We remain committed to actively managing biodiversity and
ecosystems risks and exploring opportunities. In the coming
year we plan to continue working on a number of focus areas:
ș We intend to build upon the Nature Recovery Blueprint
that was published by Foresight alongside the Eden
Project in 2024 by developing standalone blueprints
for Australia, the Nordics and the Mediterranean
regions. Work towards an Australian Blueprint is the
most advanced, with a third party progressing baseline
development and risk and opportunity assessments. The
development of the Nordic and Mediterranean Blueprints
will contribute to a new fund-level nature strategy for our
flagship FEIP funds
ș We plan to build upon BNG assessments carried out this
year across FSFL, FEIP, FGEN and ITS sites to deliver
habitat enhancements, with a focus on those which have
the potential to create BNG-eligible habitat units
Financial impact and metrics
Biodiversity and ecosystem impacts are not currently
quantified for the Group due to the evolving nature of
methodologies, data limitations and the absence of
universally accepted measurement standards, which make
it challenging to translate these impacts into comparable,
decision-useful metrics. Foresight will continue to monitor
emerging regulatory and market developments, including
frameworks such as the Taskforce on Nature-related Financial
Disclosures (“TNFD”) and evolving EU and UK guidance, to
inform its approach over time.
Responsible marketing
Overview
Responsible marketing practices, such as providing clear,
honest information in an accessible format to clients and
customers, have been identified as material to Foresight
Group. This includes transparent disclosure of risks and
costs, clear, fair and not misleading communications,
regulatory compliance and alignment with the Group’s
sustainability commitments.
Our strategic response
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 misleading information and to potential
exclusion of certain social groups.
Foresight Group engages with its clients and end users
through multiple channels. These channels include financial
advisers, as well as online and printed prospectuses and fund
materials available on our website.
99 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainability‑related risks and opportunities
Foresight will always aspire to provide clear, balanced
and accessible disclosures about the risks and returns
associated with our investment products and their
sustainability outcomes where relevant. These are bespoke
for each product, and each product has its set of reports
and prospectuses available on our website. Additionally,
the dedicated landing pages for funds and comprehensive
investor guides help to provide clarity and accessible
information. This is designed to help alleviate confusion and
promote transparency on features, benefits and associated
risks with our investment products. 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.
Group-wide anti-greenwashing guidance is available to
all employees. Specific sustainability claims are reviewed
on a case-by-case basis, taking into account the level of
operational control and ownership stake.
Further detail on our approach can be found within our
Sustainability Policy.
Progress during the year
This year, Foresight Group has enhanced its approach to
reviewing claims made on sustainability for relevant funds
and Group-level commitments. The internal guideline
documents detail principles to be followed, and methods
of escalation for approval when public-facing documents
and claims are to be published. This is to ensure that we are
taking steps to not mislead customers, whilst providing them
with information that is clear and accurate on our products.
Future plans
Foresight will continue to make iterative enhancements to
its approach to responsible marketing, always considering
different ways to ensure that messaging is clear for
consumers. Regulatory oversight in this domain has also been
a focus, and continuing to align our approach with regulations
and respective changes is an ongoing priority. This includes
a commitment to a comprehensive training offering
incorporating internal and external subject matter experts.
Financial impact and metrics
Foresight’s goal is to continue to provide clear and
informative public disclosures, while prioritising its
responsibility to consumers and the wider market when
making claims and carrying out broader marketing activities.
Responsible marketing is not currently linked to any metrics.
We will continue to monitor this area for development, and
consider options for monitoring metrics in the future.
Cybersecurity and data governance
Overview
In an era where cyber threats are escalating with increasing
sophistication, the integrity, confidentiality and availability
of Foresight data is a paramount concern. Foresight takes
information security very seriously and attaches the same
importance to managing the risks to its technology and
information as it does to managing its regulatory, financial and
operational risks.
Our strategic response
Foresight has a risk management culture led by its Executive
Committee, which reports to the Group Board and its Audit &
Risk Committee. Supported by the Group’s Risk Committees
and IT Steering Committee, it encourages a culture of
technological innovation whilst maintaining strict risk controls
across the business, with cyber risk thoroughly integrated into
the Group’s risk management framework. This incorporates a
strong focus on due diligence for third-party providers, which
is conducted in proportion to the services provided and data
which is processed.
For more information on our strategic response, please see
the operational resilience and cybersecurity risk section on
page 40.
100 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Sustainability
Sustainability‑related risks and opportunities
Progress during the year
Throughout the year Foresight has continued to evaluate
its cybersecurity capabilities through leveraging industry
frameworks such as COBIT and NIST
1
, internal and external
threat-led testing, and obtaining recognised certification
including “Cyber Essentials Plus”.
We also reviewed our information security governance
arrangements, including access controls and monitoring
processes, to help ensure they remain proportionate to the
risks faced by the business. This work supports our broader
approach to responsible technology, data protection and
digital ethics.
Training and awareness remained a core part of our
approach to building a cyber-aware culture. We continued to
focus on equipping employees and relevant partners with the
knowledge to identify cyber risks, protect information and act
as an additional line of defence against cyber attacks. 100%
of employees completed annual cybersecurity training, and
phishing simulations were carried out during the year to help
reinforce awareness and reporting behaviours.
Future plans
Foresight will continue to monitor its internal and external
cybersecurity environment and review the effectiveness of
its cybersecurity tooling, controls and processes. As cyber
threats evolve, we will continue to adapt our capabilities to
prevent, detect, respond to and recover from cybersecurity
incidents.
Consistent with practice across the financial services sector,
Foresight will continue to review and refine its “assumed
breach” approach, with a focus on improving detection,
response and recovery capabilities.
We will also continue to evaluate the logs captured as part
of our operations, ensuring that logging remains relevant,
proportionate and effective. This supports both security
monitoring and responsible resource use by reducing
unnecessary storage and processing.
Financial impact and metrics
Cybersecurity is incorporated within overall operational
resilience, which is one of Foresight Group’s principal risks,
underlining the importance placed on managing cyber risk
within our Group risk framework. The financial impact of this
is modelled within scenario analyses which are managed by
Foresight’s Group Financial Reporting and Risk teams and
monitored within the Group Enterprise Risk Management
(“ERM”) system.
No material cybersecurity incidents were identified during the
reporting period.
AI ethics
Overview
AI ethics has been identified as a new material topic for
Foresight, reflecting the rapid development and increasing
use of AI technologies, which present both opportunities and
risks for the business.
Our strategic response
Foresight has adopted a co-ordinated AI strategy which
focuses on integrating the use of AI across our investment
activities and operations to unlock productivity gains,
alongside ensuring responsible governance and security.
We recognise that there are risks with the use of AI. This is
reflected in AI being cited as an emerging risk to the Group
(see page 40). Our Group AI Policy stresses that generative
AI can be a powerful tool which also carries risks. All
employees are required to comply with the Group’s AI Policy
and Acceptable Use Policy and complete dedicated training
and onboarding. The use of AI is always subject to human
oversight. The Group also places restrictions on certain
types of AI, with Microsoft Copilot currently serving as
Foresight’s primary approved AI platform. Our approach to
AI is supported by our bi-monthly AI forum, which includes
representatives from teams across the business and helps
to support a consistent approach in the use of AI. AI ethics
has been integrated into the Group ERM following the double
materiality analysis refresh and as a result it will form part of
the regular risk reviews. The Sustainability team will inform
the Board on any developments in this area as necessary.
Training is also a central part of our approach and is
delivered by our T&D team, which lead sessions for
employees across the business, and a specialist Copilot
adoption partner. Their focus has been on ensuring that
teams receive tailored support appropriate to their use of AI,
with some teams receiving advanced or privileged access to
AI tools which can support them in their roles.
1. Control Objectives for Information and Related Technologies, and National Institute of Standards and Technology.
101 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
AI also presents investment opportunities for Foresight
Group. This includes potential access to innovative SMEs
leveraging AI through our Private Equity division and the
potential benefits to our Real Assets division of increased
demand for energy driven by AI.
Progress during the year
Throughout the year we have made significant progress in our
responsible use of AI. Progress includes:
ș Introduction of stronger internal controls on generative AI
use and clearer employee guidance
ș Focus on training with the launch of a digital learning zone
on AI and delivery of multiple training sessions by the T&D
team, and our adoption partner
ș Embedding the use of AI into deal sourcing and due
diligence
ș Encouraging the controlled use of tailored AI agents across
the business
Forward-looking plans
In the next financial year, we intend to focus increasingly on
responsible AI. This will include a review of how responsible
AI is integrated within our relevant policies and procedures.
Financial impact and metrics
In the reporting period, AI-related opportunities have
supported productivity and improved efficiency across the
business, helping us to re-allocate resources elsewhere.
This has come alongside investment in AI, both through the
purchase of AI tools as well as time commitment from our
T&D team. While it is still too early to quantify the direct
financial impact of AI at Foresight, we are developing metrics
to capture this value.
Based on early signals and clear productivity gains, our
expectation is that over the medium to long term AI will
strengthen the resilience of the business. We also expect AI to
create additional value for the Group through new investment
opportunities.
We do not currently have quantitative metrics to track
progress against AI ethics, but will keep this under review as
our adoption of AI across the business increases.
Economic and social impact on
local communities
Overview
Foresight works to build relationships with the communities
surrounding its offices, assets and investments to underpin
our role as a responsible corporate citizen and investor.
Community and charitable partnerships create meaningful
employee engagement and pride. Local engagement also
contributes to investment performance and builds stronger
relationships and trust with our investors. Embedding our
people, assets and investments within the social fabric of
local communities mitigates operational and reputational
risks. It also boosts local business networks, supports
long-term resilience, ensures indigenous communities are
respected and enhances the social value of projects.
Our strategic response
At the corporate level, Foresight partners with charities and
schools, alongside offering opportunities for employees to
volunteer their time towards good causes. While Foresight’s
strategies for community engagement vary for each
investment division, across the Group we aim to positively
impact local communities and contribute to long-term
social benefit.
Through this we deliver long-term sustainable value for
clients while also supporting outcomes that benefit broader
society, including local communities.
Progress during the year
ș Continued to support a range of charities at a corporate
level. This includes Svitlo Education, a charity that
provides education and skills development to young
Ukrainians affected by war, where members of the
Foresight team have provided skills and career sessions.
Foresight also welcomed 27 students from the Amos
Bursary for a Summer Insights Day for a series of practical
skills-focused workshops, with participation from
Foresight teams across the business
ș £2.7 million contributed to local communities in the UK
across our Real Assets division. This money is used in a
variety of ways by regional authorities to improve the lives
of residents near our operational sites
ș Earth Energy Education’s collaboration with Foresight’s
Real Assets division continues to deliver positive
outcomes. During the 2024–2025 academic year, the
programme delivered 44 visits to solar and wind farms.
A total of 40 Science, Technology, Engineering and Maths
(“STEM”) career sessions were also delivered in schools,
where experts highlighted the diverse career paths
available in the renewables sector
ș An additional four participants funded by Foresight Natural
Capital through the Foresight Tilhill Forestry Skills Training
Programme, which provides fully funded, practical training
to enable entry into forestry roles. To date, 26 candidates
have completed the programme
ș Within Private Equity, there was an increase in the number
of jobs supported across the Regional Investment fund
series from c.3,400 to nearly 5,000, over half of which are
skilled roles
1
Sustainability
Sustainability‑related risks and opportunities
1. Foresight defines a skilled role as one earning over £30,000. Calculation does not account for Foresight ownership stake.
102 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Foresight’s approach to community engagement in
Australia demonstrates the meaningful value that can be
created through strong, proactive outreach.
Through our local teams, we deliver community benefit
funding and support initiatives such as sporting events,
site visits and cultural heritage surveys. These activities
across all of our Australian solar, hydropower and
wind sites help build lasting relationships with local
Stakeholders, support effective site operations and
reinforce our social licence to operate. For example,
the Kondinin wind farm – located in a community
of approximately 300 people – has received strong
local support for the project. Kondinin’s Community
Consultative Committee, made up of representatives from
the local community, will oversee the annual community
benefit fund of $150,000 once the project is operational.
This ensures that funding is directed to where it is most
needed and that local residents directly experience
the benefits of Foresight’s wind energy projects. This
approach highlights the importance of close, meaningful
engagement with Stakeholders, particularly in rural areas
where strong relationships are essential to successful
asset management.
“I genuinely believe renewable energy is an exciting
growth opportunity for regional areas. It’s one of those
rare win-win situations: small communities share in the
benefits through community funds; renewable energy
development can progress; and the environment is better
off too. In short, when nature thrives and communities
grow, everyone wins, including our investors!”
Kyla Padfield
Community Liaison Lead, Foresight Australia
CASE STUDY
Our approach to community engagement in Australia
Sustainability
Sustainability‑related risks and opportunities
Future plans
ș Our Private Equity division is currently partnering with the
Good Economy to develop a social impact assessment for
our portfolio. This will involve quantifying both the direct
and wider economic impacts of our investments, including
employment quality, productivity and contribution to local
economies
ș We plan to focus on the implementation of RCF-linked
metrics across a number of our Real Assets funds, a
number of which are relevant to local communities. For
example, FGEN has a specific performance metric related
to community benefits. The target is that 53% of in-scope
sites should receive voluntary community funding, up from
a baseline of 38% in FY24
Financial impact and metrics
Where relevant, risks related to local communities are
included within asset and fund-level risk management
processes. When material, these risks also are integrated
into scenario analyses which will include an analysis of
financial impact.
Metrics relating to communities are also tracked as part of
our core long-term Sustainability Strategy objectives. These
can be seen on page 63.
103 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
United Nations Global Compact
The United Nations Global Compact (“UNGC”) is a voluntary
initiative based on CEO commitments to implement universal
sustainability principles and to take steps to support UN
goals. Foresight has been a signatory member of the UNGC
since 2019 and supports the initiative’s ten principles on
human rights, labour, environment and anti-corruption. Below
we are reconfirming our commitment.
To our Stakeholders,
I am pleased to confirm that Foresight Group reaffirms its
support of the Ten Principles of the United Nations Global
Compact in the areas of Human Rights, Labour, Environment,
and Anti-Corruption.
In this annual Communication on Progress, we disclose
our continuous efforts to integrate the Ten Principles
into our business strategy, culture and daily operations,
and contribute to United Nations goals, particularly the
Sustainable Development Goals.
Gary Fraser
Chief Executive Officer
UNGC Principles Disclosure
Human rights
Principle 1: Businesses should support and respect the protection
ofinternationally proclaimed human rights; and
Human and labour rights in the value chain
Page 96.
Principle 2: Make sure that they are not complicit in human
rightsabuses.
Human and labour rights in the value chain
Page 96.
Labour
Principle 3: Businesses should uphold the freedom of association and
the effective recognition of the right to collective bargaining;
Our people
Pages 65 to 71.
Principle 4: The elimination of all forms of forced and compulsory
labour;
Human and labour rights in the value chain
Page 96.
Principle 5: The effective abolition of child labour; and Human and labour rights in the value chain
Page 96.
Principle 6: The elimination of discrimination in respect of employment
and occupation.
Our people
Pages 65 to 71.
Environment
Principle 7: Businesses should support a precautionary approach to
environmental challenges;
TCFD Report – Risk management
Pages 79 and 80.
Principle 8: Undertake initiatives to promote greater environmental
responsibility; and
Biodiversity and ecosystems
Pages 98 and 99.
Principle 9: Encourage the development and diffusion of
environmentally friendly technologies.
TCFD Report – Opportunities
Pages 86 and 90.
Anti-corruption
Principle 10: Businesses should work against corruption in all its forms,
including extortion and bribery.
Anti-corruption and bribery
Page 97.
Sustainability
United Nations Global Compact Index
104 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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)
TCFD Report – Risk management
Our people
Climate resilience
Human and labour rights in the value chain
Anti-bribery and corruption
Biodiversity and ecosystems
Responsible marketing
Cybersecurity and data governance
AI ethics
Economic and social impact on local communities
Business model
and value chain
IFRS S1: 32 a) – b)
IFRS S2: 13 a) – b)
Overview of Group’s exposure to risks and
opportunities
Climate change:
Resource allocation for related activities is not in place.
Foresight Group’s Climate Alignment Plan acts as a carbon
reduction objective at the Group level.
Strategy and
decision-making
IFRS S1: 33 a) – c)
IFRS S2: 14 a) – c)
Our people
Climate resilience
Human and labour rights in the value chain
Anti-bribery and corruption
Biodiversity and ecosystems
Responsible marketing
Cybersecurity and data governance
AI ethics
Economic and social impact on local communities
—
Financial
position, financial
performance
and cash flow
IFRS S1: 35 a) – d)
40 a) – c)
IFRS S2: 16 a) – d)
21 a) – c)
TCFD Report – Risk management
Financial position, financial performance
and cash flow
The financially material sustainability topics have been
refreshed and materiality definitions refined. Additionally,
climate risks are now incorporated into divisional risk
registers with assigned ownership, mitigation plans and
regular reporting to Senior Management and respective
Boards.
Sustainability
Indices
105 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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.
Resilience IFRS S1: 41
IFRS S2: 22 a) – b)
Our people
Climate resilience
Human and labour rights in the value chain
Anti-bribery and corruption
Biodiversity and ecosystems
Responsible marketing
Cybersecurity and data governance
AI ethics
Economic and social impact on local communities
For climate change: Foresight undertook a quantitative
scenario analysis for its Real Assets portfolio and a
qualitative scenario analysis for a subset of the Private
Equity portfolio in FY26 as part of its assessment of climate
resilience.
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)
TCFD Report – Risk management
Financial position, financial performance and
cash flow
—
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)
Our people
Climate resilience
Human and labour rights in the value chain
Anti-bribery and corruption
Biodiversity and ecosystems
Responsible marketing
Cybersecurity and data governance
AI ethics
Economic and social impact on local communities
Source for metrics reported in the sections:
IFRS S2
SASB standards for asset managers
Principal Adverse Impact (“PAI”) Indicators (EU Sustainable
Finance Disclosure Requirements)
European Sustainability Reporting Standards
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)
Strategy – Our Climate Alignment Plan
Strategy – Our long-term objectives
Foresight’s Climate Alignment Plan has been developed
to strengthen how we manage climate-related risks and
opportunities across the business. The Plan is informed
by recognised external frameworks, including the Science
Based Targets initiative (“SBTi”) Financial Institutions Net Zero
(“FINZ”) recommendations, which we have used to guide our
approach. Additionally, our Sustainability Strategy sets out
seven long-term objectives covering responsible business,
people and culture, and climate and environment.
Sustainability
Indices
106 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Governance
Building a successful,
resilient business.
108 Executive Chairman’s
introduction
112 Our approach to governance
117 Board of Directors
119 Corporate governance
125 Nomination Committee report
128 Audit & Risk Committee report
136 Remuneration Committee report
146 Directors’ report
107
Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Executive Chairman’s introduction
Once again, I am delighted to introduce Foresight Group’s
(the “Group”) Corporate Governance Report on behalf of the
Board for the year ended 31 March 2026.
Across our business, our corporate governance
arrangements reflect the high standards we employ in
conducting our business responsibly and effectively. I believe
those standards are evidenced in our activities Group wide,
which we constantly strive to improve. Improvements for the
year included a number of key appointments, which I have
summarised below, and which will strengthen our governance
structure and framework, securing Foresight’s success in a
competitive and regulated arena.
I am pleased to say that in May 2026, we agreed terms
to employ Ocorian to fill the internal audit role. This
appointment addressed an area of non-compliance with the
Corporate Governance Code (the “Code”) that has been
open since IPO, and followed a soft internal audit carried out
by our UK Risk team during the year. The decision to engage
Ocorian was made as it was felt that at this time, the Group
would be better served by a corporate service provider that
would provide us with more resilience and a high level of
experience while this role develops.
That engagement was also key to our compliance with
Principle 29 of the Code, which is concerned with internal
controls and much work has also been carried out to ensure
our readiness to meet its enhanced requirements. An outline
of the Principle 29 planning can be found on pages 37 and
38. The Board is closely monitoring our progress via Board
and Audit & Risk Committee reporting, the attendance by
the Chair of the Audit & Risk Committee at regional risk and
compliance meetings, as well as his separate conversations
with the Chief Risk Officer.
Also to help strengthen our internal control structure,
was the appointment of a Group-level Governance, Risk
& Compliance (“GRC”) Committee during the year. The
Committee pulls together our regional GRC arrangements to
provide a Groupwide perspective. This allows us to set the
tone from the top by formalising our internal arrangements
for setting Group-level policies and minimum standards, as
well as ensuring a holistic, cross-Group perspective on the
impacts and implications of new regulations in any of our
locations, particularly any that are extra-territorial. It also
brings the Group closer together from a GRC perspective,
which is important in achieving Group-wide alignment in
meeting our desired high governance standards.
Our Risk report on pages 39 to 43 provides great insight
into the work being carried out under our risk management
framework, risk being a key element of our overall
Governance solution.
I would also draw attention to our Sustainability report on
pages 55 to 106, which sets out our sustainability-related
governance arrangements.
Our Stakeholder engagement continues to be a key area
of focus for our teams, helping us to be a more sustainable
business by ensuring we understand and can respond to
their views in the things we do and taking the opportunity to
contribute to the development of industry, regulatory and
government standards. We summarised our activities in the
Stakeholder report on pages 45 to 51.
This is also reflected in the Board’s approach to
decision-making, wherein the requirements of s172 of the UK
Companies Act are key considerations helping to ensure the
value and longevity of our business. I would direct you to our
s172 statement on pages 52 and 53.
“Across our business, our corporate
governance arrangements reflect
the high standards we employ
in conducting our business
responsibly and effectively. I believe
those standards are evidenced in
our activities Group wide.”
Bernard Fairman
Executive Chairman
108 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Executive Chairman’s introduction
One of our key Stakeholders is our People, and I am pleased
to share a number of important appointments made during
the year.
In June 2025, I advised that we had appointed Gary Fraser as
Chief Executive Officer. From a governance perspective, the
appointment provided more clarity between our respective
roles, which are now described in the updated Division of
Responsibilities document on our website. Gary continues
to retain the roles of Chief Financial Officer and Chief
Operating Officer, both of which are kept under the review
of our Nomination Committee regarding the transfer of his
responsibilities.
In that regard, two internal appointments that resulted in the
transfer of responsibilities from Gary: Jonathan Parsons to
Chief Risk Officer and Suzie Ruffley to Chief People Officer.
These appointments acknowledge the contribution and
experience of Jonathan and Suzie.
Also during the year, we announced the appointment of John
Le Poidevin as our new Non-Executive Director, who joined
the Board on 1 April 2026. He will replace Geoffrey Gavey as
Chair of the Audit & Risk Committee immediately following
the 2026 AGM to be held on 31 July 2026. John’s depth
of audit and governance experience will add meaningful
strength to the Board’s oversight and support the continued
development of the Group. We welcome him to the Board.
His appointment was made after an extended recruitment
process, and it was John’s experience and what he was able
to bring to the Board that left the Nomination Committee
and wider Board in no doubt he was the right choice for the
Group.
That means that we have not been able to increase the
female representation on the Board despite our efforts to
do so.
More details of our recruitment process are provided in the
Nomination Committee report on pages 125 to 127. I would
also reiterate our commitment to meeting the target of having
at least a 40% female representation on our Board, and our
Chief People Officer has been tasked with building that into
our succession planning.
On 31 July 2026, we must say goodbye to Geoffrey, and in
doing so, we thank him sincerely for his long-standing and
highly valued contribution to Foresight and for his leadership
of the Audit & Risk Committee.
With regard to our Executive Management team, we were
pleased to announce that Duncan Symonds would join the
Group as the new Head of Real Assets with effect from
7 April 2026.
This is an important role and will benefit from Duncan’s
wealth of experience, as will the Group’s Executive
Committee, which he has now joined. His biography is noted
on page 114.
I hope this report has illustrated how important governance
is to me and to our organisation, and we look forward to
updating you again in our next Annual Report.
Bernard Fairman
Executive Chairman
26 June 2026
109 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Executive Chairman’s introduction
Our compliance with the Code
The Company is committed to complying with the UK Corporate Governance Code (the “Code”) and, with the exceptions highlighted on page 111, we have done so for the whole of the year.
The table below sets out how we’ve complied and signposts to the pages where further information and disclosures can be found.
Remuneration
Remuneration policies
and practices
See pages 139 to 145
Process for developing executive
Remuneration Policy and for
determining Director and Senior
Management remuneration
See pages 139 to 145
Independent judgement
See pages 139 to 145
Audit, risk and
internal control
Independence and effectiveness
of internal and external audit
functions and the integrity
of financial and narrative
statements
See pages 128 to 135
Fair, balanced and
understandable assessment
of the Company’s position
and prospects
See pages 128 to 135
Risk management and internal
control framework
See pages 128 to 135
Composition, succession
and evaluation
Appointments and succession
See pages 125 to 127
Board skillset
See page 121
Annual Board Performance
Review
See page 124
Division of
responsibilities
Responsibilities of the
Executive Chairman, Chief
Executive Officer and the Senior
Independent Director
See pages 112 to 113
Appropriate combination of
Executive and Non-Executive
Directors and clear division of
responsibilities
See page 112 and 115
Sufficient time to meet their
responsibilities
See page 115
Support of the Company
Secretary
See page 113
Board leadership and
Company purpose
Effective and entrepreneurial
Board
See pages 113 to 119, 122 to 124
Company’s purpose, values
and strategy
See pages 7 to 106
Board reporting on the decisions
made and their outcomes
See pages 52 to 53
Stakeholder engagement
See pages 45 to 53
Workforce policies
See pages 65 to 71
110 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Executive Chairman’s introduction
Areas of non-compliance with the Code
Provision Explanation
9 The Code recommends that the Board Chair should be independent, whereas Bernard Fairman is the Executive Chairman. To ensure an appropriate level of independence,
additional responsibilities have been assigned to Alison Hutchinson, our Senior Independent Non-Executive Director. These are described in the “Division of Responsibilities
between the Executive Director, Chief Executive Officer and the Senior Independent Director”, which was updated during the year as a result of Gary Fraser’s appointment to
Chief Executive Officer in June 2025. That document may be found on the Group website at https://foresight.group/about-us/corporate-governance.
The role of Board Chair is considered by the Nomination Committee as regards the validation of the current executive appointment. The Committee remains of the view that
Bernard continues to provide stability and continuity through his detailed understanding of the Group and its operations and the markets in which it operates. It is therefore
considered that his appointment is in the interests of the Shareholders. However, in the event of Bernard’s retirement, the Board succession planning provides for an
independent Board Chair.
19 The tenure requirements of Provision 19 apply to an independent chair, which we will comply with in the event an independent chair is appointed.
26 While this remained an area of non-compliance for the year under review, we consider that this matter was resolved following the appointment of Ocorian to act as our Internal
Auditor in May 2026.
Provision 29 planning
The Chief Risk Officer has established a plan to ensure the requirements of the UK Corporate Governance Code Provision 29 are met for the year commencing 1 April 2026. For more information,
please see pages 37 and 38.
111 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our approach to governance
We are committed to ensuring high standards of corporate
governance for the Board and the Group in the pursuit of
achieving our business strategies, operational resilience and
growth, and we have implemented a governance structure
and framework to support that.
Our overall governance structure comprises three levels:
the Executive level, comprising the Board, the Board’s four
Committees and the Executive Committee, descriptions of
which appear below; Group level, comprising the committees
appointed by the Executive Committee; and the Operations
level, comprising the boards of the Company’s subsidiary
undertakings and any committees appointed by them. The
different levels help to differentiate between the strategic
decision-making entities, the bodies providing support and
strategic recommendations and advice, and the entities that
employ our workforce who carry out the Group’s business
activities.
The Schedule of Matters Reserved for the Board provides
clear guidance on what the Board is required to decide
on and the Division of Responsibilities between the
Executive Chairman, Chief Executive Officer and the Senior
Independent Director sets out how the responsibilities of
the three senior Board members are divided, including the
additional responsibilities of the Senior Independent Director
to provide a balance of independence while the Company
has an Executive Chairman. Both documents were updated
during the year, with changes to the latter acknowledging the
appointment of Gary Fraser as Chief Executive Officer. Both
appear on the Group’s website.
An overview of the key responsibilities of the three roles is
provided below.
Additionally, each of the Board’s four Committees (as listed
on the next page) operates under its respective Terms of
Reference, which can be found on the Group’s website,
and which are reviewed periodically to ensure the content
remains relevant to the Group’s business activities, current
and future, making changes where necessary. All Terms of
Reference were reviewed during the year and updated as
needed.
The Executive Committee also provides support to the
Executive Directors in the identification and development
of strategic opportunities and proposals to be put to the
Board. To assist with that, the Executive Committee has the
authority to form Group-level committees to advise and
support it. During the year, it appointed both the Management
Committee, which is chaired by the Group’s Chief Executive
Officer, and the Group Governance, Risk and Compliance
Committee, which is chaired by Jo Nicolle, Group Head of
Governance. The other previously formed Group committees
are Sustainability, Employee Remuneration and IT Steering.
Roles and responsibilities
Board
Board Executive Chairman Chief Executive Officer
Our Board is collectively responsible for promoting the
long-term, sustainable success of the Group, and seeking
to generate value for Shareholders while fulfilling its
responsibilities to our Stakeholders. It sets the Group’s
strategic targets and monitors the performance of the
Executive Committee against those targets. It also sets
the Group’s risk appetite, ensures that effective controls
are in place and monitors compliance with corporate
governance principles.
The Board also upholds the purpose, culture, values and
ethics of the Group.
Our Executive Chairman manages the Board and the flow
of timely, high-quality information, promotes high standards
of governance and compliance with the UK Corporate
Governance Code and supports the CEO in identifying
strategic opportunities for the Group. He also ensures
effective communication with the Group’s workforce and other
Stakeholders and the communication of their views to the
Board, and ensures an external Board Performance Review
takes place at least every three years.
The Group CEO reports to the Executive Chairman and
to the Board directly and is responsible for all Executive
Management matters of the Group. He is also the direct
report for Executive Management and oversees the Executive
Committee. He develops and proposes Group strategy, annual
budget and business plans and commercial objectives and
identifies and executes strategic opportunities working with
the Executive Chairman.
112 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our approach to governance
Senior Independent Non-Executive Director (“SID”) Non-Executive Directors (“NEDs”) Group Company Secretary
Our SID acts as intermediary for other Directors and the
Shareholders to ensure views are communicated and
understood and leads the Board when the Executive Chairman
is absent. She ensures effective communication by the Group
with its workforce and Stakeholders, leads on the appraisal
of the Executive Chairman’s performance and evaluates the
same, and contributes to succession planning of the Executive
Chairman, other Directors and Board Committees.
Our NEDs monitor the Group’s delivery of strategy and
provide constructive input to the development of the Group’s
strategy. They ensure internal controls are robust and that
an external audit is carried out. They engage with internal
and external Stakeholders, providing feedback to the Board,
and have a key role in succession planning for the Board and
Senior Management.
Our NEDs also serve on all the Board Committees.
Our Company Secretary is responsible for advising the
Board on governance matters and ensuring compliance
with applicable rules and regulations. She ensures good
information flows within the Board and its committees and
between Senior Management and Non-Executive Directors.
She supports the Board in ensuring that it has the policies,
processes, information, time and resources it needs. All
Directors have access to her advice.
Board Committees
Audit & Risk Committee (“ARC”) Nomination Committee Remuneration Committee Market Disclosure Committee
Our ARC is responsible for assessing the
integrity of financial and non-financial reporting
and monitoring the effectiveness of internal
controls, internal (once appointed) and
external auditors. Also, for overseeing the
Company’s position with respect to the Code
and corporate governance practice, and for
our sustainability and climate-related policies,
reporting and risk management.
Our Nomination Committee oversees Board
composition and Board and senior executive
succession.
Our Remuneration Committee 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.
Our Market Disclosure Committee oversees
the disclosure of information by the Company
to meet its obligations under the UK’s Market
Abuse Regulation.
113 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our approach to governance
Executive Committee
The Executive Committee has been delegated responsibility for the management of the Group’s day-to-day operations. It comprises senior executives who have accountability for their own business
area or function.
The Executive Chairman and the Chief Executive Officer are both members of the Executive Committee, forming an important link between the Board and the executive level. Their biographies
appear on page 117 and those of the other members are as follows:
David Hughes,
Chief Investment Officer
Elizabeth Scorer,
Head of Corporate Affairs
Dan Wells,
Partner & Global Head of
Institutional Sales
Duncan Symonds,
Head of Real Assets
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
Investor Relations function
post IPO. She brings a strong
Group-wide perspective
through her leadership of
Investor Relations, Financial
Insights and Corporate
Strategy. Liz has over 20
years’ experience across the
energy and financial services
sectors, with deep expertise
in strategic finance and
investor engagement.
Dan joined the Group in
2012 and is Global Head
of Institutional Sales and
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.
Duncan joined the Group
in 2026 and is Global Head
of the Real Assets division.
He has over 30 years of
real assets investment and
operational experience.
He is responsible for the
overall management of
the Real Assets platform
globally, while identifying
new opportunities to deploy
capital into critical assets that
deliver long-term economic
and environmental value.
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
over 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 and
Ireland.
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 over 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 and
Ireland.
114 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our approach to governance
Induction, 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. Our training and
development programme supports professional, role-related
and mandatory training, with the latter covering regulatory
and policy-driven topics provided via a third-party, online
training platform. Certain of the mandatory training is made
available to the Non-Executive Directors, including modules
related to cyber and financial crime.
The Board also receives regular briefings on a range of
strategically important matters to ensure they are informed
of developments in these areas.
The induction programme for our newly appointed Director
was tailored to his needs, taking account of his experience
and knowledge. The programme included meeting with our
Risk and Finance teams, particularly relevant given he will
become the Audit & Risk Committee Chair when Geoffrey
Gavey retires, as well as other business and functional team
heads. He has been given access to all governance material,
including policies, Board packs from previous meetings,
structure charts and financial information. He has also met
with the BDO audit partner.
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 independence of the Non-Executive Directors is judged
as part of the annual Board Performance Review process in
accordance with the Code.
As part of the FY26 Board Performance Review, given
that Geoffrey Gavey’s tenure had exceeded nine years,
the Nomination Committee, acting via Mike Liston and
Alison Hutchinson, gave specific consideration to his
independence, also acknowledging that he would retire from
the Board effective from the close of the AGM to be held on
31 July 2026. It was agreed that Geoffrey’s independence
had been demonstrated and that they were comfortable
that he be considered independent for the remainder of
his tenure.
As regards the other Non-Executive Directors, the Nomination
Committee considered that they were free from any
relationship or circumstance that could affect, or appear to
affect, their independent judgement. Also, the Committee
remained satisfied that the Non-Executive Directors could
properly fulfil their roles on the Board, providing constructive
challenge to the Board and Executive Committee.
Conflicts of interest
Each Director understands their responsibility to identify
and manage conflicts of interest and to provide details to
the Board and the Company Secretary, who maintains a
register of conflicts of interest. They are reminded of their
responsibilities at each Board meeting, and the Company
Secretary includes a copy of the register of conflicts of
interest in the Board packs for each full Board meeting to
ensure the Board can review it for accuracy and to provide
another opportunity for Directors to advise of any actual
and/or potential conflicts not previously notified.
Any Director wishing to take on an additional external
appointment must obtain permission from the Board. 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, such requests shall be granted.
Time commitment
The Nomination Committee considers the time commitments
of our Directors regarding the amount of time being spent
on Company matters. This is to ensure our Directors have
sufficient time to meet their responsibilities to ensure the
effective operation of the Board. This consideration is also
relevant when considering requests to take on an additional
external appointment. Should the Nomination Committee
consider that any changes are to be made, a recommendation
would be made to the Board. No such recommendations have
been made to date.
115 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our approach to governance
Professional advice
Directors may take independent professional advice at
the Company’s expense in the furtherance of their duties
as a Director of the Company, if in accordance with the
arrangements documented in the Board’s Guidance for
Obtaining Independent Advice. During the year, no Director
sought to do so.
Communication with Shareholders
The Executive Directors have an ongoing dialogue with our
largest Shareholders via a programme of meetings managed
by the Corporate Investor Relations team. As it is not possible
to meet with all Shareholders, those meetings, together
with meetings with analysts and corporate brokers, enable
them to better understand Shareholders’ perspectives, and
to share information within the constraints of rules around
confidentiality.
As a result, the Board receives regular updates on
Shareholders’ views via the Board reporting process and
periodic briefings. Additionally, where appropriate, the Board
may meet with our corporate brokers. All such meetings
are handled by the Chief Executive Officer, often with the
Executive Chairman, covering various topical areas. The
Corporate Investor Relations team and Company Secretary
also engage with proxy voting agents ahead of each AGM
to gain insight on voting trends and best practice, as well
as to discuss any recommendations made regarding the
Company’s AGM resolutions.
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 Chief Risk Officer has established a Group-wide risk
management framework, overseen by the Board.
More information on the framework and the risk appetite can
be found on pages 39 to 43.
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 Colleague Forum and other ad hoc
initiatives from time to time.
More information on these initiatives and how we embed our
culture can be found on pages 65 to 71.
116 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Board of Directors
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 Executive Officer
1
Appointed
3 February 2021
Background
Gary joined Foresight in 2004 and is the Chief Executive
Officer based in the London office. He has over 30 years of
experience and 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 and before
that at Ernst & Young.
Gary’s strategic and decision-making skills are fundamental
to his role as Chief Executive Officer 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.
In 2016, Alison was awarded a CBE for services to the
economy and charities.
External directorships
DFS Furniture plc.
C
Biographies accurate as at the date of publishing.
1. Gary also holds the roles of Chief Finance Officer and Chief Operations Officer.
Audit & Risk Committee
Nomination Committee
Remuneration Committee Market Disclosure Committee
C
Chair
117 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Geoffrey Gavey
Independent
Non-Executive Director
Appointed
31 May 2015
Background
Geoffrey 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, Geoffrey 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.
Board of Directors
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.
John Le Poidevin
Independent
Non-Executive Director
Appointed
1 April 2026
Background
John is a resident of Guernsey and a fellow of the Institute
of Chartered Accountants in England and Wales. He was a
former senior audit partner at BDO LLP, where he led the
firm’s Consumer Markets practice in London, acting as lead
audit partner to major UK and international companies
and supporting numerous successful flotations, sales
and refinancings. Over 20 years in practice and 14 as a
non-executive director, he has developed an extensive
breadth of experience and knowledge across a broad range
of businesses including in corporate governance, audit,
valuations, investment appraisal, risk management and
international financial reporting, all of which he brings to
the Board.
Since 2013, John has held a number of non-executive roles
across UK and US listed funds and international groups,
including as Audit Committee Chair at the Super Group,
BH Macro, International Public Partnerships, Market Tech,
Safecharge International, Twenty Four Income and Stride
Gaming.
External directorships
BH Macro Limited (retired 11 June 2026), Super Group
(SGHC) Limited and Twenty Four Income Fund Limited plus
a small number of unlisted entities.
Audit & Risk Committee
Nomination Committee
Remuneration Committee Market Disclosure Committee
C
Chair
C CC
Biographies accurate as at the date of publishing.
118 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Corporate governance
Board diversity
Senior Board positions
1
Board Group Executive Management
2
Group workforce
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 | 277 | 59.2%
Female | 191 | 40.8%
Ethnicity
White British or other White | 285 | 60.9%
Mixed/Multiple Ethnic Groups | 15 | 3.2%
Asian/Asian British | 29 | 6.2%
Black/African/Caribbean/
Black British | 10 | 2.1%
Other ethnic group (including Arab) | 8 | 1.7%
Not specified/prefer not to say
5
| 121 | 25.9%
Gender Ethnicity
Male | 2 | 66.7% White | 3 | 100%
Female | 1 | 33.3%
Gender Ethnicity
Male | 9 | 75% White | 13 | 100%
Female | 3 | 25%
1. Our Senior Board Positions are Executive Chairman, CEO and SID.
2. Executive Management comprises the Board, Executive Committee and Company Secretary.
3. The additional statistics provided in regard to the Group workforce are intended to illustrate diversity across our Group. Pleasealso see our People section on pages 65 to 71, which provides more information on the progress being made across thebusiness as regards
diversity, equity and inclusion.
4. The statistics above are based on the Board composition and staff as at 31 March 2026. John Le Poidevin joined the Board on1April 2026 and so is not included in the above.
5. The “Not specified/prefer not to say” category for the Group Workforce includes responses from staff working in countries whereForesight cannot hold sensitive data.
119 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Board diversity composition at 31 March 2026
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 125 and 127, the recruitment
process to identify a replacement for Geoffrey Gavey
was carried out during the year, and despite more female
candidates applying for the role, the decision to appoint
John Le Poidevin was taken on the basis that he brought the
most experience to the Board. Any future recruitment for
a Board position will be carried out with diversity as a key
consideration.
To provide a full picture of the diversity at Foresight, we
have incorporated the diversity statistics of our workforce
on page 119.
Corporate governance
Note:
Bernard Fairman and Gary Fraser are not members of the above Committees, hence their attendance is not recorded.
The annual Strategy Day is considered to be a Board meeting.
Board and Committee meeting attendance
The chart below shows the total number of Board and
Committee meetings held during the year and the attendance
by each Director (as John Le Poidevin’s appointment was
effective 1 April 2026, he is not included below):
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
Key:

Attended Did not attend
120 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Corporate governance
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.
Business strategy and planning
     
Change and transformation
     
Financial
     
Investment management
     
Asset management
     
Fundraising and sales
     
Operations
     
Risk management
     
Regulatory compliance related to
Foresight’s business areas
     
Sustainability and climate-related policy
     
Technology, digital and data
     
Succession planning
     
People
     
To provide a more meaningful and comprehensive view of the board’s skillset, John Le Poidevin’s scores have been included.
Experience level: 1 High – proficient, expert
2 Medium – good/general experience but not expert
3 Low – aware, conceptual understanding but no experience
121 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Our Board activities
Below is a summary of the Board’s activities across key areas of our business over the course of FY26:
Corporate governance
Purpose, values and strategy
ș Attendance at full and ad-hoc Board meetings
ș Attendance at strategy day
ș Networking day for the Non-Executive Directors to meet with
the various business and functional teams
ș Discussions with corporate brokers
ș Ongoing engagement with the Finance teams regarding
budgets and planning
ș Review and challenge performance against business targets
and strategy via Senior Management reporting and discussion
ș Strategic review of business areas and focus
Sustainability
ș Continued engagement with the Group Head of
Sustainability
ș Approval of the Sustainability Strategy and Climate
Alignment Plan
ș Review and approval of the 2025 Group Modern Slavery
and Human Rights Statement
People
ș Succession planning with the Chief of People and
Companysecretary
ș Attendance by our Senior Independent Director at
Colleague Forum meetings where strategy is a key value
driver – copies of minutes are shared with the Board
ș Attendance of Chief People Officer at Board meetings to
present results of the employee survey and discuss key
appointments and initiatives
ș Receipt of regular People-related reports at Board
meetings
Corporate governance
ș Board meeting attendance
ș Attendance at Annual General Meeting
ș Compliance with the Corporate Governance Code and other
Board governance documents
ș Board Performance Reviews
ș Succession planning
Risk management
ș Attendance at all Audit & Risk Committee meetings by
all Board members at which Group level risk reporting is
presented by the Chief Risk Officer and discussed
ș Regular calls between the Chief Risk Officer and the Chair
of the Audit & Risk Committee
ș Attendance by the Chair of the Audit & Risk Committee at
regional risk and compliance committee meetings as an
observer
ș Oversight of planning for the enhanced Provision
29requirements
Financial management and performance
ș Regular interaction by the Chair of the Audit & Risk Committee
with the Finance team’s Senior Management
ș Meeting by the Chair of the Audit & Risk Committee and the
BDO audit partner
ș Attendance by the BDO audit partner and key staff at
meetings of the Audit & Risk Committee to discuss audit
planning, audit findings, etc
ș Ongoing review of the Group’s financial management
information
2027
Priorities
ș Considered strategic opportunities for growth and business
development
ș Continue to discuss, oversee and challenge the business on
performance and delivery against strategy and targets
ș Support ongoing technical development to enhance
operational effectiveness and efficiency
ș Support Stakeholder engagement
ș Ensure product development and fundraising
Stakeholder engagement
ș Regular meetings by Executive Directors with key
Shareholders as well as meetings with corporate brokers and
market analysts
ș Feedback from business on engagement with government,
industry bodies and regulators via Board reporting and
meetings
ș Annual General Meeting
ș Board review and approval of the programme of Stakeholder
engagement to be carried out by the business
122 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Corporate governance
Networking Day
The Networking Day has been held annually since IPO.
This year it was held in March and was attended by all
Non-Executive Directors (“NEDs”).
The purpose of the Networking Day is to give the NEDs the
chance to engage with various business and functional teams
in an informal forum, providing for open discussion on the
teams’ opportunities and challenges as well as enabling other
members of the team to engage in those conversations.
The teams involved this year were: Finance, Risk, People,
Institutional Sales and Tech & Data. Additionally, the
Sustainability team took the opportunity to present the
proposed Sustainability Strategy and Climate Alignment
Plan, providing the NEDs with an opportunity to have a more
detailed discussion with the team ahead of the formal Board
approval process.
Board Strategy Day
In July 2025, the Board held its annual Strategy Day in
Guernsey, bringing together the Board and Executive
Committee to validate the Group’s five-year plan and
long-term growth vision. The session focused on deepening
understanding of the Group’s capital allocation strategy,
assessing key growth drivers, and ensuring alignment on
strategic priorities.
The Executive Committee provided forward-looking updates
across each core business area, enabling robust and candid
discussion on performance, market dynamics, and the
actions required to accelerate delivery. Key themes included
the impact of evolving market conditions, regulatory change,
and the continued development of Foresight’s institutional
product offering.
The Board also considered opportunities to enhance
operational efficiency, including the role of technology,
artificial intelligence, and improved data management in
supporting scalable growth.
The session concluded with agreement on the Group’s
forward priorities, reinforcing its commitment to delivering
sustainable long-term value for Shareholders and wider
Stakeholders.
Further details on Stakeholder engagement are set out in the
Stakeholders section on pages 45 to 51.
123 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Corporate governance
Board Performance Review (“BPR”)
2026 internal BPR process
The 2026 BPR followed the below stages, carried out by the
Company Secretary with the Board only taking part:
The FY26 report highlighted the following as being the two
main areas needing improvement:
1. Board succession planning
2. Board materials
The actions agreed to address the above have been assigned
to the appropriate personnel and will be monitored until
completed.
A summary of the actions is noted below.
Progress on FY25 actions
Following the FY25 BPR, the actions agreed by the
Nomination Committee and wider Board were all undertaken.
Improving Board materials was taken to be an ongoing
action to ensure their quality is constantly assessed.
As regards succession planning, the Chief People Officer
has been working with the Nomination Committee and
external consultants to ensure all recommendations were
implemented and remain relevant to the Group’s needs.
This included reviewing the skills matrix.
Outcomes of the 2026 BPR
Conclusion
Overall, the Board’s responses were positive, with no major
areas of concern, albeit improvements in succession planning
and Board materials continued to be a theme and were the
two main topics for which actions were agreed. Transparency
and sharing of information were seen as good, although
this was felt to be a little late at times. As regards Board
composition, the CEO appointment was seen as positive and
it was noted that the roles of CFO and COO be kept under
review. The appointments of a Chief Risk Officer and Chief
People Officer were welcomed and it was considered too
early to opine on the work being undertaken regarding the
internal controls, albeit the Board was (and is) being kept
informed of the work and planning being undertaken.
Actions
The main areas of action were succession planning, including
a review of the skills matrix, and the ongoing improvement
in Board materials. These will continue to be areas of focus
and will be included in the Board and Nomination Committee
agendas until considered complete.
Our Board review cycle
FY26
Internal review
FY27
Internal review
FY28
External review
Stage 1
Stage 2
Stage 3
Stage 4
Devise and issue a questionnaire: To ensure
continuity in this process, the Company
Secretary devised a bespoke questionnaire
that included the priority areas highlighted
by the external BPR carried out in FY25 by
Round Governance, as well as the various
Corporate Governance Code (“Code”)
requirements related to Board effectiveness
Interviews: 1:1 interviews were held by the
Company Secretary with each Board member
to provide additional insight to that provided
by their completed questionnaires
Presentation of findings: The Company
Secretary presented a report to the
Nomination Committee and wider Board that
summarised her findings and recommended
actions to be taken
Actions: The Nomination Committee and wider
Board agreed the recommended actions,
which the Company Secretary is to manage
and monitor until completion
1
2
3
4
124 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Nomination Committee report
Membership
Meetings
attended
Mike Liston (Chair) 4/4
Alison Hutchinson 4/4
Geoffrey Gavey 4/4
John Le Poidevin
1
—
1. John Le Poidevin was appointed and joined the Committee on 1 April 2026. Furtherdetail can be found later in this report.
“ Our particular focus on
governanceand succession
planning continued this year.
We supported work to refine the
segregation of responsibilities
between the Executive Chairman
and ChiefExecutive Officer.”
Mike Liston OBE
Chair of the Nomination Committee
Dear Shareholders,
I am pleased to present the Nomination Committee report for
the year ended 31 March 2026 and wish to thank my fellow
Committee members, together with Foresight’s management
and external advisers, for their support during the year.
I also welcome Non-Executive Director John Le Poidevin,
who joined the Board and this Committee on 1 April 2026.
Key responsibilities
The Committee’s key responsibilities include Board
composition, diversity, skills and independence, as well as
Board performance evaluation and succession, all to support
continuous improvement in governance.
Governance and succession
Our particular focus on governance and succession planning
continued this year. We supported work to refine the
segregation of responsibilities between Chairman and Chief
Executive, which roles were formally separated last year, and
we are encouraged by progress in the careful separation of
the roles from those historically undertaken by Gary Fraser
prior to his appointment as CEO.
We are engaged with specialist leadership consultants
Goldcrest LLP, appointed to assist with succession planning
and talent optimisation among the Group’s most senior
business unit leaders on its Executive Committee (“Exco”).
The Nomination Committee welcomed the appointment of
Duncan Symonds at year end, as Partner and Global Head
of Real Assets. His broad experience in infrastructure asset
management in Australia, Europe and the UK is highly relevant
to Foresight’s growth strategy and his appointment to Exco
deepens the leadership talent pool for the business as a
whole.
Our objectives for the CEO role segregation initiatives
continue, and we will take care to manage governance and
regulatory risk, whilst encouraging empowerment among the
Company’s future leadership prospects.
During the year, we worked with the Group’s Chief People
Officer and its Company Secretary to recruit a successor
to Non-Executive Director Geoffrey Gavey, who will retire
immediately after the 2026 AGM. The Person Specification
for the role included capability to chair the Audit & Risk
Committee and the search prioritised the opportunity to
improve the gender balance on the Board.
125 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Geoffrey Gavey is resident in Guernsey and, given the
importance we place on having at least one Guernsey
resident director, our search for his successor was confined
to the Guernsey market, which although blessed with
specialised financial services professionals, is small and
highly competitive.
Assisted by a specialist recruitment consultant, OSA
Recruitment, Guernsey, our search over many months
produced 11 viable candidates of whom five were female.
Females made up the majority of short-listed candidates who
presented to the Nomination Committee. Disappointingly,
none were considered sufficiently qualified to chair the
Audit & Risk Committee. A second search identified John Le
Poidevin as the best candidate and he joined the Board on
1 April 2026. A seasoned Chartered Accountant and former
Audit Partner with a top-five global accounting firm, John is
well qualified to succeed Geoffrey Gavey, who has diligently
chaired the Audit & Risk Committee since IPO.
Undeterred by its experience on this occasion, the
Nomination Committee remains committed to increase female
representation on the Board and is confident that its positive
actions will encourage greater female candidacy when next
recruiting in less constrained markets. In the meantime, we
will continue to ensure that there are no cultural or structural
barriers for women, ethnic and other underrepresented
groups to thrive at Foresight.
Skillset mapping
As a result of the recruitment process, we have updated our
skills matrix, a summary of which is shown on page 121. We
aim to use the matrix to identify capability gaps and refresh
knowledge, for example in fast-changing areas such as
technology and cybersecurity, sustainability and ESG, which
are highly relevant to Foresight’s activities.
Board composition
Board composition increased temporarily to six as a result of
John’s appointment pending Geoffrey’s retirement. We will
keep Board composition under review to respond quickly to
accelerated growth opportunities currently being explored.
Further supported by this year’s Board Performance Review,
the Nomination Committee’s assessment is that the Board is
adequately constituted to meet the Company’s requirements,
notwithstanding that it does not yet meet its diversity target
nor reflect the high level of gender equality evident in its
workforce.
Diversity and inclusion
Board
The Nomination Committee observes, throughout the
Company, the great contribution that diversity makes to its
culture of innovation and productivity, adding breadth to
perspective, experience and values. The Committee and
wider Board believe that the Group’s policies and approach
to diversity ensure that its workforce is treated fairly and
respectfully and enjoy equal opportunities regardless of age,
gender, ethnicity or socioeconomic background. It aims to
sustain this commitment by, among other things:
ș Ensuring that Board composition 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 Promoting diversity and ensuring it is a key consideration
in recruitment
ș Prioritising compliance with the rules and requirements
of our regulators and relevant industry bodies we engage
with as regards diversity and fully explain any areas of
non-compliance
ș Continuously review the skillsets, knowledge and
experience of Board members to ensure alignment
with the Company’s purpose, objectives and culture,
demonstrating diversity wherever possible
Nomination Committee report
126 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Workplace
Diversity and inclusion is actively managed and monitored
across the Group by the People and Culture team, supported
by the Group’s Colleague Forum chaired by Senior
Independent Director, Alison Hutchinson. At each Board
meeting, Alison provides an update to the Board on matters
discussed by the Forum and the People and Culture team
provides a written report on employee matters.
Pages 65 to 71 provide details of the work being undertaken
and the initiatives established to promote diversity and
inclusion in the workplace.
Board effectiveness and evaluation
The Nomination Committee oversaw the internal BPR
during the year, which was conducted by the Company
Secretary. Its findings and recommendations can be found on
page 124. Last year’s findings by the external reviewer Round
Governance led to several improvement initiatives, including
the improved reporting of forward-looking strategic risks
and opportunities.
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. With the exception of Geoffrey Gavey,
all the Directors will offer themselves for re-election by
Shareholders and the Committee recommends re-election
in each case.
That recommendation was based on a review of the overall
Board skillset (see page 121) as well as the Board’s annual
Performance Review, which included an assessment by each
Director of Board effectiveness as a whole and individually.
This also reflects the decision that the Board composition,
taking account of John Le Poidevin’s appointment and
Geoffrey Gavey’s retirement, requires no further change.
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
Independence of the non-executive members is a key
consideration for the annual Board Performance Review.
The retirement of Geoffrey Gavey at the 2026 AGM addresses
the potential impact of his extended tenure on demonstrable
independence.
The separation of responsibilities following last year’s
appointment of Gary Fraser as CEO further mitigates the
potential independence risks presented by Bernard Fairman’s
role as Executive Chairman. The Nomination Committee
remains satisfied that the Company benefits from his
contribution as founder, in key areas of strategic continuity
and vision as well as mentoring for succession. Furthermore,
Senior Independent Director Alison Hutchinson plays an
active role in the evaluation and feedback of Bernard’s
performance in each annual Board Performance Review.
The Committee considers that for the reasons given above,
the Board meets its requirements for independence.
Time commitment
Time commitment is assessed as part of the annual BPR
process and the Committee remains satisfied that the
commitment demonstrated by each Board member remained
sufficient during the year.
Board appointments/induction
Upon appointment as a Non-Executive Director, a rigorous
induction programme was provided to John Le Poidevin by
the Company Secretary and the Chief People Officer. Tailoring
his extensive experience of the role to specifics of his
pending appointment as Chair of the Audit & Risk Committee
at Foresight, it engaged him widely with people across the
Group and with its External Auditor.
Mike Liston OBE
Chair of the Nomination Committee
26 June 2026
Nomination Committee report
127 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
Membership
Meetings
attended
Geoffrey Gavey (Chair) 5/5
Alison Hutchinson 5/5
Mike Liston 5/5
John Le Poidevin
1
—
1. John Le Poidevin was appointed and joined the Committee on 1 April 2026. Further detail can be found later in this 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
2. The adequacy and effectiveness of the internal control and risk management framework across the Group
3. The adequacy of the Group’s compliance, whistleblowing and anti‑fraud framework
4. The independence and effectiveness of the External Auditor and review of requirement for an Internal Audit function
6. 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
5. All governance matters with respect to the UK Corporate Governance Code
“ The Committee has focused
on strengthening the Group’s
control environment and
assurance framework, while
maintaining oversight of the
integrity of reporting and the
effective management of risk as
thebusinesscontinues to grow.”
Geoffrey Gavey
Chair of the Audit & Risk Committee
128 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
What the Committee reviewed during FY26
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 Going concern and
viability
ș Classification and
presentation of FCM
as a discontinued
operation under
IFRS 5, including
the separate
presentation
of results and
restatement of prior
year comparatives
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 FY26 audit plan,
including significant
audit risks
ș External Auditor
performance and
effectiveness
ș Internal Audit
implementation
timeline
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
Dear Shareholders,
I am pleased to present the Audit & Risk Committee report for
the year ended 31 March 2026, 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.
My report summarises the areas of focus and work conducted
by the Committee over the course of the last year.
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 2026.
The Committee has continued to focus on developing the
risk management function within the business. The Group’s
Chief Risk Officer 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 and our adoption of frontier technologies. Our risk
framework continues to support our business and functions
and ensures a dynamic exchange of information on risks
across our regions.
The Committee continued to oversee management’s
preparations for the requirements of Provision 29 of the 2024
UK Corporate Governance Code. The Committee reviewed
progress on the identification and mapping of material
controls, enhancements to control documentation and the
implementation of supporting systems and workflows to
strengthen the overall control environment and accountability
for control performance. The Risk section contains a
statement on the Group’s preparation for Provision 29.
129 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
The Committee also considered the planned strengthening of
assurance activities, including the development of an internal
audit capability and a structured programme of control
testing. A clear roadmap is in place to support the future
Board declaration under Provision 29, including enhanced
management attestations and regular reporting to the
Committee. The Committee will continue to monitor progress
to ensure the Group is appropriately prepared ahead of the
FY27 requirements.
The Group’s Internal Audit function is scheduled to
commence in June 2026, representing a significant step
in the continued development of the Group’s governance
and assurance framework. The function will operate with
functional independence from management, with the
Head of Internal Audit reporting to the Chair of the Audit
& Risk Committee, alongside an administrative reporting
line to the CEO. Internal Audit will provide the Board with
independent assurance on the adequacy and effectiveness
of the Group’s governance, risk management and internal
control framework.
The Committee also considered management’s assessment
of the proposed disposal of FCM and the resulting
presentation of its results in the financial statements.
In particular, the Committee reviewed whether FCM met the
criteria under IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations to be classified and presented as
a discontinued operation, including whether it represented
a separate and major part of the Group’s operations.
The Committee reviewed the proposed presentation in the
consolidated income statement and the treatment of prior
year comparatives on a consistent basis. The Committee
was satisfied that the classification and related disclosures
were appropriate and that the distinction between continuing
and discontinued operations was clearly explained in the
Annual Report.
Looking ahead, the Committee has begun to consider
the implications of IFRS 18 Presentation and Disclosure
in Financial Statements, which will become effective for
reporting periods beginning on or after 1 January 2027.
The Committee received updates on the expected impact
of the new standard, including changes to the presentation
of the income statement, enhanced aggregation and
disaggregation requirements, and revised disclosures relating
to management-defined performance measures. While
IFRS 18 is not expected to affect the Group’s underlying
financial performance, the Committee will continue to
oversee management’s implementation plan, including system
readiness, policy updates and investor communication, to
ensure a smooth transition and high quality compliance.
The Committee continued to apply judgement in assessing
the recognition of performance fees, given their inherently
non-recurring nature and sensitivity to assumptions regarding
future outcomes. During the year, the Committee reviewed
management’s ongoing assessment of this judgement,
including the application of the Group’s accounting policies,
consistency with IFRS requirements and the disclosures
provided. In particular, the Committee considered whether
performance fees recognised during the year met the
threshold that it is highly probable that a significant reversal
will not occur. The Committee was satisfied that the
judgements applied were appropriate and that the related
disclosures were clear, balanced and consistent with prior
periods.
Finally, the Committee reviewed whether any impairment
assessments were required in respect of the Downing and
ICG acquisitions made in recent years. The Committee
concluded that no impairments were required, with further
detail on these reviews provided later in this report.
Interaction with the Financial Reporting Council
(“FRC”)
During the year ended 31 March 2026, the Group had
no direct interaction with the FRC. However, in the FRC’s
Annual Review of Corporate Governance Reporting, the
Group’s disclosure on cyber and information security risk
was commended and is reflective of the Group’s positive
cybersecurity culture.
Composition and succession
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 during
FY26 were myself as Chair, alongside fellow independent
NEDs Alison Hutchinson and Mike Liston.
The Committee comprises entirely independent
Non-Executive Directors and includes members with recent
and relevant financial experience. The Board is satisfied that
the Committee, as a whole, has the appropriate competence
and experience relevant to the Group’s activities and sector,
and therefore complies with the requirements of the UK
Corporate Governance Code.
As previously announced, the Committee was strengthened
by the appointment of John Le Poidevin as an Independent
Non-Executive Director, with effect from 1 April 2026.
John is a Chartered Accountant with extensive audit and
assurance experience, where until 2012 he was a senior
audit partner at BDO LLP and led the firm’s Consumer
Markets practice.
130 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
During his career, he acted as lead audit partner to a
wide range of UK and international listed and private
equity-backed businesses and advised on numerous
flotations, transactions and refinancings, building deep
expertise in audit, financial reporting, risk management
and corporate governance.
I will retire from the Board at the conclusion of the 2026
Annual General Meeting. With effect from the conclusion
of the AGM, John Le Poidevin will assume the role of Chair
of the Audit & Risk Committee, providing continuity and
further strengthening the Committee’s oversight of audit,
risk management and financial reporting.
Committee meetings
The Committee meets at least three times per year and
at such other times as required. The Company’s External
Auditor or Chief Risk Officer (“CRO”) may also request a
meeting if they consider it necessary.
The Committee met on five occasions during the financial
year under review. In addition to its scheduled meetings, the
Chair maintained regular dialogue with management and the
External Auditor. The Committee reviewed and discussed a
range of matters throughout the year, with particular focus
on material controls, audit planning, regulatory compliance,
operational resilience, technology and cyber risk,
sustainability reporting and the timelines for implementing an
internal audit capability as the Group continues to scale.
Effectiveness and evaluation
The Committee’s performance is reviewed annually as part
of the internal Board Performance Review process (see
page 124).
The assessment considered the Committee’s effectiveness
across its key responsibilities and the quality of oversight and
challenge provided.
The Committee concluded that it continues to operate
effectively.
A small number of actions were identified, including
succession planning and a review of the skills matrix.
Responsibilities
The current Terms of Reference (“ToR”) were amended and
adopted in 2025 and can be found on the Group’s website at
https://foresight.group/about-us/corporate-governance/
or obtained from the Company Secretary.
The Committee is principally responsible for the following:
ș Monitoring the integrity of the Group’s financial statements
and related announcements
ș Reviewing significant accounting policies, judgements and
disclosures
ș Assessing whether the Annual Report is fair, balanced
andunderstandable
ș Overseeing the effectiveness of the internal control and
riskmanagement framework
ș Monitoring principal and emerging risks, and advising the
Board on risk appetite and strategy
ș Reviewing the Group’s going concern and long-term
viabilityassessments
ș Overseeing arrangements for whistleblowing, fraud
prevention and compliance
ș Reviewing the effectiveness of the compliance and
anti-financial crime frameworks
ș Considering the need for an internal audit function and
overseeing its effectiveness where applicable
ș Overseeing the appointment, independence and
effectiveness of the External Auditor
ș Approving the audit plan and reviewing audit findings and
management responses
ș Monitoring the provision of non-audit services and auditor
independence safeguards
ș Overseeing the Group’s corporate governance framework
and compliance with the UK Corporate Governance Code
ș Overseeing the identification and management of
sustainability and climate-related risks
ș Reviewing sustainability reporting and associated
assurancearrangements
ș Reporting to the Board on its activities and making
recommendations for improvement
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 have been engaged as the
External Auditor for the Group since 2021 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 reflecting its desire
to align with UK listed-company governance expectations and
external audit best practice.
(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 2026
were as follows:
131 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
Area of focus – Revenue recognition
Management and secretarial fees; marketing fees; directors’
fees; arrangement fees; and performance fees
Comments and conclusions
Management fees
Revenue is recognised in line with the investment management or
advisory agreements in place with the appropriate funds. These
are typically based on the Net Asset Value (“NAV”) or committed
capital of Limited Partnership funds managed or advised by
the Group. Where NAV is used, it is typically the last audited or
publicly available NAV approved by the independent boards of
the relevant companies.
Secretarial fees
Relate to services provided to funds Foresight manages (such
as company secretarial, accounts preparation, administration,
etc.) and are generally driven by Funds Under Management
(“FUM”) and calculated as a percentage of NAV or as a fixed fee
depending on the terms of the individual contract agreements.
Marketing fees
These are fees recognised as a percentage of initial funds raised
from the tax-based retail products.
Directors’ 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 it is highly probable that a significant reversal
in the amount of revenue recognised will not occur. Along
with performance fees recognised for VCTs and UK Limited
Partnerships, the Group recognised performance fees in FY26 in
Australia from the Diversified Infrastructure Trust.
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 and IFRS.
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 (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 FY26 and the carrying value recorded is appropriate.
As noted in the FY25 Financial review, actual redemptions
on two of the contracts acquired through the Infrastructure
Capital acquisition were identified as indicators of impairment.
Management therefore performed an impairment review,
updating the value in use calculations, including a reassessment
of the remaining useful lives of the contracts, and recognised an
appropriate impairment charge. The Committee is satisfied that
no further indicators of impairment have arisen in FY26 and that
the carrying values remain appropriate.
Area of focus – Classification of FCM as held for
sale and discontinued operation
Comments and conclusions
Held for sale
Management assessed whether the sale of the FCM business
was sufficiently advanced and committed at the reporting date
to support classification as held for sale. This included a formal
decision to exit the business, initiation of an active sale process,
engagement with multiple parties and progression to a preferred
bidder under exclusivity, with negotiations at an advanced
stage at year end. Management also considered the subsequent
agreement of the transaction in June 2026 as further supporting
evidence of the status of the process at the reporting date. The
Committee is satisfied that this assessment is appropriate and
that FCM has been appropriately classified as held for sale.
Discontinued operation
Management also considered whether FCM represents a
discontinued operation.
FCM is a clearly distinguishable component of the Group with
separately identifiable operations and cash flows, and it is
therefore appropriate for it to be presented as a discontinued
operation with its results shown separately from continuing
operations and comparatives restated accordingly.
The Committee is satisfied that FCM has been appropriately
presented as a discontinued operation.
132 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
(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 39 to 43 of the Strategic Report.
The Committee devoted significant time during the year to
reviewing the adequacy and effectiveness of the Group’s
internal control framework and the steps being taken to
support future compliance with Provision 29 of the 2024 UK
Corporate Governance Code, which applies to financial years
beginning on or after 1 April 2026.
The Committee received updates on the identification of
material risks and material controls, enhancements to control
documentation, and the implementation of supporting
systems and workflows. The Committee will continue to
monitor progress in this area and oversee the development of
appropriate assurance to support future Board declarations
on the effectiveness of material controls.
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 the discussions and challenge provided by
Senior Management.
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
During the year, the Committee approved the commencement
of an internal audit programme and received updates on the
proposed scope, methodology and prioritisation of internal
audit activity. Initial internal audit work commenced in the
second half of the year, focusing on governance, data security
and operational controls. The Committee will continue to
oversee the development of the Internal Audit function and
the reporting of findings to the Board.
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 2025 with the audit for the 12-month period to
31 March 2026 ongoing. In addition, to ensure CASS rules are
followed, a specific CASS audit is conducted.
(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 is engaged as the Group External Auditor and has been
since the year ended 31 March 2021. Elizabeth Hooper is
the current audit partner, and this is her third year on the
Foresight audit.
During the year, the Committee reviewed and approved the
External Auditor’s audit plan, including areas of significant
audit risk, audit scope and materiality. The Committee also
considered matters relating to audit quality, including updates
on the Financial Reporting Council’s Audit Quality Review
findings and the actions being taken by the External Auditor
to enhance audit quality and consistency across Public
Interest Entity (‘PIE’) audits.
133 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Audit & Risk Committee report
The Committee received regular reports from the External
Auditor and held private meetings without management
present to review the audit scope, audit findings and to
provide challenge and assess the depth of review provided
by BDO.
The Committee remains satisfied with the independence,
objectivity and effectiveness of the External Auditor as it
continues to monitor audit quality closely.
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 UK Corporate
Governance Code 2024 and the requirements of the FRC’s
Revised Ethical Standard (2024) (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 2026 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 Guernsey, Australia and Ireland during
the year.
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 2026 AGM, BDO be reappointed as External
Auditor of the Group for the forthcoming year.
(v) Regulatory compliance and governance
The Committee received regular reports from the Group’s
Risk and Compliance functions, covering regulatory
developments, compliance activity and risk management
across the Group, as well as oversight of conflicts of interest,
and compliance resourcing following structural changes
within the Group. Additionally, company secretarial and
governance reports covered matters including developments
under the Economic Crime and Corporate Transparency Act.
The Committee was also kept informed on matters related
to the closure of the Group’s Luxembourg AIFM and the
transition to a third-party service provider, noting the
associated reduction in operational risk and improvement in
operational resilience.
Compliance with the UK Corporate Governance Code
(“Code”)
During the year, the Company Secretary reported on the
Company’s compliance with the Code, which is monitored
via the use of a compliance tracker that is shared with the
Committee/Board 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
The Company’s governance arrangements are periodically
reviewed by the Company Secretary, with proposed changes
highlighted to the Committee. The documented arrangements,
including Terms of Reference, are published on the
Company’s website, so they are accessible at all times.
As a result of reviews undertaken during the year, changes
were made to the Schedule of Matters Reserved for the
Board and the Division of Responsibilities document, which
now takes account of the CEO role following the appointment
of Gary Fraser in June 2025. Also, as a result of the internal
Board Performance Review undertaken by the Company
Secretary, recommendations made in regard to governance
matters were approved and have been implemented.
134 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
More information regarding the BPR is provided in the
Governance section on page 124 and the Nomination
Committee report on pages 125 to 127. Also, as noted above,
the areas of non-compliance with the Code are noted in the
Directors’ report and in the Governance section on page 111.
(vi) Sustainability
During the year, the Committee oversaw a range of
sustainability-related initiatives, including the review of
sustainability disclosures, ongoing climate risk monitoring,
the development and initial reporting of sustainability Key
Risk Indicators (KRIs), the completion of a Human Rights
Risk Assessment, policy updates and the development of
a Sustainability Accountability Framework.
In addition, the Committee considered the approach to
internal and external assurance over sustainability-related
information and will continue to monitor evolving regulatory
requirements and investor expectations. It also reviewed the
refreshed double materiality assessment, with the material
topics identified reported within the FY26 Sustainability
Disclosures, which are integrated into this Annual Report
and Accounts.
(vii) Technology, cyber and AI risk
The Committee increased its focus on technology,
cybersecurity and the use of artificial intelligence.
This included consideration over the levels of cyber
insurance coverage, progress in strengthening IT controls,
developments in change management and third-party
oversight, and enhancements to monitoring and governance
across core systems.
The Committee received updates from Risk and Compliance
on cyber resilience, emerging technology risks and the
development of policies, controls and training to support the
responsible use of AI. In particular, the Committee considered
risks associated with data security, third-party dependencies
and the evolving cyber threat landscape, and was satisfied
that a structured programme of enhancements is in place,
supported by ongoing oversight and regular reporting to the
Committee.
On behalf of the Audit & Risk Committee
Geoffrey Gavey
Chair of the Audit & Risk Committee
26 June 2026
Audit & Risk Committee report
135 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Remuneration Committee report
Membership
Meetings
attended
Mike Liston (Chair) 5/5
Alison Hutchinson 5/5
Geoffrey Gavey 5/5
John Le Poidevin
1
—
1. John Le Poidevin was appointed and joined the Committee on 1 April 2026. Furtherdetail can be found later in this report.
Purpose
The purpose of the Remuneration Committee is to:
1. Attract and retain talent: Ensuring that the Group offers competitive compensation to attract and retain top
executives
2. Align Shareholder interests: Designing remuneration policies that align with the long‑term interests of
Shareholders and the Group’s performance goals
3. Ensure fairness and transparency: Makingsure that compensation decisions are made fairly and transparently,
avoiding conflicts of interest
4. Monitor compliance and governance: Ensuring that the Group’s remuneration policies comply with relevant
FCA regulationsand governance standards
“The Committee remains
committed to overseeing a
remuneration framework that is
fair, transparent and aligned with
the Group’s strategic priorities
and the long‑term interests of
Shareholders.”
Mike Liston OBE
Chair of the Remuneration Committee
136 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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 2026 (“FY26”). 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 Directors and Shareholders
for their support of the Directors’ Remuneration Report
presented at our 2025 AGM, which received 97% 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.
FY26 business context
Recent geopolitical developments continue to reinforce the
importance of energy security and long-term investment in
renewable energy and infrastructure. The Group remains
well positioned to capture this demand, with deployment
progressing and fundraising confidence supported by an
increasingly mature track record.
Continuing funding gaps across the UK and Ireland underline
the ongoing need for private capital to support regional
businesses and infrastructure. The Group’s established
regional presence and consistent investment performance
provide a strong foundation for future growth across both
institutional and retail channels.
Remuneration Committee report
Fundraising momentum remains strong, with record inflows
into higher margin retail vehicles in FY26 and an ambition to
build on this performance in FY27.
The Group’s diversified fundraising model and focus on
long-duration capital have delivered resilient and predictable
growth. Since IPO, core profitability has increased materially,
supporting meaningful Shareholder returns. While valuation
levels remain below where we believe they should be, the
Board remains focused on closing this gap through sustained
profitable growth and disciplined capital allocation, ensuring
executive remuneration remains aligned with long-term
Shareholder value creation.
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.
The Committee met five times during FY26. All members
attended all meetings.
During the year, the Committee focused on the review
and implementation of remuneration arrangements
for Executive Directors and the wider workforce.
This included a detailed review of the Chief Executive
Officer’s remuneration, incorporating market
benchmarking, affordability analysis and consideration
of internal pay relativities. The Committee also reviewed
and approved annual incentive and share-based awards
for senior employees below Board level.
In addition, the Committee considered the operation
and effectiveness of remuneration policies across the
Group, including workforce pay structures, bonus
frameworks and the alignment of remuneration
outcomes with performance.
Committee Terms of Reference
The Remuneration Committee’s Terms of Reference can
be found on the Group’s website https://foresight.group/
about-us/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
As disclosed in the approved Remuneration Policy, the
current remuneration framework for incumbent Executive
Directors comprises salary and benefits only. The policy
retains flexibility to award incentive-based remuneration,
which the Committee will keep under annual review.
As stated in my report last year, the Committee, having
assessed independent analyses of external market pay data,
approved an increase of £50,000 to Gary Fraser’s annual
salary, following his appointment as Chief Executive Officer.
Save for the above, no salary increases were awarded to
Executive Directors in FY26. The wider workforce received
an average salary increase of 6%.
137 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Remuneration for FY27
As noted above, a benchmarking exercise will be repeated
in FY27.
Noting that the award of £50,000 increase to Gary Fraser’s
annual salary in FY26 reported above represented
approximately half the observed deficit with relevant
comparables, the Committee approved to award a further
annual salary increase in FY27.
Consistent with prior years, Executive Directors continue to
waive their entitlement to pension benefits, do not participate
in annual bonus arrangements and are not eligible for PSP
awards due to the restrictions arising from the concert party
agreement established at IPO.
Shareholder engagement
The Committee continues to engage with Shareholders on
remuneration matters and takes into account feedback
received through the Group’s regular investor engagement
programme, including roadshows. During the year, no
material concerns were raised in relation to Executive
remuneration.
Nonetheless, the Committee remains mindful of market
expectations and Shareholder perspectives when
determining remuneration outcomes, particularly in the
context of Executive Director pay levels and their positioning
relative to the broader market.
Wider employee context
The Committee continues to place significant emphasis on
the fairness and transparency of remuneration across the
wider Group.
During the year, the Committee reviewed the structure and
outcomes of workforce remuneration, including the balance
between fixed pay, performance-related bonuses and
participation in carried interest and PSP arrangements.
The Committee discussed the importance of ensuring that
remuneration frameworks are clearly understood and
perceived as fair across the organisation. In this context,
the Group has continued its transition towards more
performance-based bonus arrangements.
The Committee also reviewed progress in the development
of salary banding and enhanced management information,
supported by improvements in HR systems, to enable more
consistent and transparent remuneration decision-making
across the Group.
The Committee will continue to monitor workforce
remuneration practices to ensure they remain competitive,
support the Group’s culture and are aligned with long-term
strategic objectives.
Conclusion
The Committee remains committed to maintaining a
remuneration framework that is aligned with the long-term
interests of Shareholders and supports the delivery of the
Group’s strategic objectives.
During the year, the Committee exercised independent
judgement in its oversight of remuneration, with a particular
focus on ensuring that Executive Director pay remains
appropriately positioned, taking into account market
benchmarks, affordability and internal relativities.
The Committee also continued to review remuneration
practices across the wider workforce, recognising the
importance of fairness, transparency and clear alignment
between performance and reward as the Group evolves.
The Committee is satisfied that the Directors’ Remuneration
Policy operated as intended in FY26. Looking ahead, the
Committee will undertake further benchmarking work and
continue to monitor developments in governance and market
practice to ensure that the Group’s approach remains
appropriate, competitive and aligned with Stakeholder
expectations.
We appreciate the ongoing support and engagement from our
Shareholders and remain committed to maintaining an open
and constructive dialogue.
On behalf of the Remuneration Committee
Mike Liston OBE
Chair of the Remuneration Committee
26 June 2026
Remuneration Committee report
138 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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, and is expected to apply for three years.
The policy can be found on the Group’s website at https://foresight.group/about-us/
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.
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
On 26 February 2026, the Company announced the appointment of John Le Poidevin as a
Non-Executive Director of the Company with effect from 1 April 2026. He was also appointed to
all the Board’s committees from that date. The Company also announced that Geoffrey Gavey
will retire from the Board at the conclusion of the 2026 Annual General Meeting and that John
Le Poidevin will take on the role of Chair of the Audit & Risk Committee from that date.
The table below details the letters of appointment 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
Director
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
John Le Poidevin 1 April 2026 26 February 2026 One month One month
Remuneration Committee report
139 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Wider Group workforce remuneration
As with the Executive Directors, salary levels for other employees are set to attract and retain
individuals of the appropriate calibre, taking into account their experience, role and market
positioning.
The Committee keeps the broader workforce remuneration framework under regular review
to ensure it remains competitive and aligned with the Group’s strategic objectives. The overall
package comprises fixed pay, benefits, annual bonus and share-based incentives, including
participation in the Share Incentive Plan for all employees and Performance Share Plan (“PSP”)
awards for more senior employees.
During the year, the Committee considered the effectiveness and transparency of remuneration
structures across the Group, including the balance between fixed and variable pay and the
impact of carried interest participation for certain employees. In this context, the Committee
noted the continued evolution towards more performance-linked bonus arrangements and
the importance of ensuring outcomes are clearly communicated and understood across the
organisation.
The Committee also reviewed progress in the development of clearer salary banding and
enhanced management information to support more consistent and data-driven remuneration
decisions.
The Committee continues to oversee workforce remuneration practices to ensure they support
a high performance culture, remain fair and transparent, and are aligned with the long-term
interests of Shareholders.
The Group seeks to maintain strong employee engagement through a range of initiatives,
including the Employee Forum, which brings together representatives from across the business,
and regular interaction between the Senior Independent Director and the People and Culture
function.
FY27 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.
Executive Directors’ performance
£600k
£500k
£400k
£300k
£200k
£100k
£0k
LTIP with 50% Share price growth
LTIP
Annual bonus
Fixed pay
100%
£550k £550k £550k
£400k £400k £400k
Below target
Target Maximum
Executive Chairman CEO
Below target Target Maximum
100% 100% 100% 100% 100%
Remuneration Committee report
140 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Annual Report on Remuneration
Implementation of the Directors’ Remuneration Policy in FY26
Directors’ emoluments (audited)
Executive Directors’ remuneration
The following table provides a summary of the Executive Directors’ total remuneration for
FY22-FY26. 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.
Executive Director FY26 FY25 FY24 FY23 FY22
Executive Chairman – Bernard Fairman
Total remuneration (£000) 576 562 565 562 30
1
Annual incentive (as a % of maximum) n/a n/a n/a n/a n/a
Long-term incentive (as a % of maximum) n/a n/a n/a n/a n/a
CEO – Gary Fraser
2
Total remuneration (£000) 388 354 353 223 222
Annual incentive (as a % of maximum) n/a n/a n/a n/a n/a
Long-term incentive (as a % of maximum) n/a 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.
2. As disclosed earlier in the report, Gary Fraser was appointed CEO during FY26.
The Executive Directors’ emoluments for the financial year to 31 March 2026 are summarised in
the single total figure table below.
2026 2025
Total earnings (£000) Bernard Fairman Gary Fraser Bernard Fairman Gary Fraser
Salary 550 383 550 350
Benefits
1
26 5 12 4
Pension
2
— — — —
Short-term variable
remuneration — — — —
Long-term variable
remuneration — — — —
Total remuneration 576 388 562 354
Amount fixed 576 388 562 354
Amount variable — — — —
1. Benefits comprise private medical insurance for Gary Fraser and Bernard Fairman and 50% of the cost of their respective
dependants and also includes for Bernard Fairman, the cost 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.
Remuneration Committee report
141 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Directors’ shareholdings and share interests (audited)
The following table illustrates the current shareholdings of each Executive Director, based on
the closing share price on 31 March 2026 (£3.52).
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 £115,192,000 200% 150% 20,944%
Gary Fraser
2
4,513,000 £15,885,760 200% 150% 3,963%
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.
The following table sets out the salary and total pay and benefits for the three identified
quartile employees.
Year CEO
25th percentile
ratio
Median pay
ratio
75th percentile
ratio
FY26 Salary £000 383 7.9 4.9 3.5
Total pay and benefits £000 388 8.0 4.9 3.6
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 0.6 0.3 0.2
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 CEO
Gary Fraser for FY26. Previous years’ figures (FY22 to FY25) were based on our Executive
Chairman, Bernard Fairman.
Remuneration Committee report
142 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Gender pay gap
The Group’s gender pay gap reflects the current composition of its workforce, with a higher
proportion of men occupying more senior, higher-paid roles. Pay structures, including base
salary and variable remuneration, are applied consistently across comparable roles; however,
the distribution of roles across the organisation continues to influence the overall pay gap.
This position is broadly consistent with trends observed across the financial services sector,
where leading institutions report mean and median pay gaps exceeding 50%. The Committee
recognises the importance of addressing this imbalance and continues to support initiatives
aimed at improving gender diversity at senior levels. Our approach includes diverse hiring,
proactive talent identification and succession planning, and the ongoing development
of high-potential female employees through the Group’s Elevate Women in Leadership
programme.
The Committee remains committed to monitoring progress in this area and to supporting
actions that promote a more balanced representation over time.
FY26 FY25
% of men % of women % of men % of women
Upper quartile 76 24 76 24
Upper middle quartile 60 40 52 48
Lower middle quartile 51 49 56 44
Lower quartile 43 57 39 61
Mean gender pay gap 26% 25%
Median gender pay gap 25% 23%
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 2026 31 March 2025 % change
Total employee costs
68.9 63.4 9%
Dividends, distributions and buybacks
in financial year 47.2 42.5 11%
Relative importance of spend on pay (£m)
31 March 2025
31 March 2026
Dividends, distributions and buybacks in financial year Total employee costs
47.2
68.9
42.5
63.4
Remuneration Committee report
143 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Remuneration Committee report
Total shareholder return performance
The graph below shows the value at 31 March 2026 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
Feb
2021
Aug
2021
Feb
2022
Aug
2022
Aug
2023
Feb
2024
Aug
2024
Feb
2025
Aug
2025
Feb
2026
Mar
2026
Feb
2023
Foresight Group Holdings
FTSE 250
Value (£)
Source: Bloomberg
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.
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 2026
Fees for
year ended
31 March 2025
No. of shares
held at
year end
Value of
shareholding
at year end
2
Alison Hutchinson (Senior
Independent Director) £70,000 £70,000 5,952 £20,951
Mike Liston (Chair of
the Nomination and
Remuneration Committees) £70,000 £70,000 11,904 £41,902
Geoffrey Gavey (Chair of the
Audit & Risk Committee)
1
£75,000 £75,000 49,973 £175,905
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 £3.52 on 31 March 2026.
144 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Remuneration Committee report
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 FY26, FY25 and FY24 for the Directors compared with the average Foresight employee.
FY25 to FY26 FY24 to FY25 FY23 to FY24 FY22 to FY23
Salary Benefits Annual bonus Salary Benefits Annual bonus Salary Benefits Annual bonus Salary Benefits Annual bonus
Executive Directors
Bernard Fairman 0% 117% n/a 0% (20)% n/a 0% 25% n/a 2,650%
1
20% n/a
Gary Fraser 9% 25% n/a 0% 33% n/a 0% 50% n/a 0% 50% n/a
Non-Executive Directors
Alison Hutchinson 0% n/a n/a 17% n/a n/a 0% n/a n/a 0% n/a n/a
Mike Liston 0% n/a n/a 17% n/a n/a 0% n/a n/a 0% n/a n/a
Geoffrey Gavey 0% n/a n/a 15% n/a n/a 0% n/a n/a 0% n/a n/a
Average pay based on Foresight
UK employees 7% 8% 26% 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.
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 (2025 AGM) 83,230,281 2,572,089 7,739
97.00% 3.00% —
Mike Liston OBE
Chair of the Remuneration Committee
26 June 2026
145 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Directors’ report
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 ESCC listing.
The Company’s shares may be traded through the CREST
system. The principal activity of the Company is that of an
investment holding company.
Compliance with the UK Corporate Governance
Code (2024) (the “Code”)
In accordance with UK Listing Rule 6.6.1R, as an overseas
company with an ESCC listing, the Company is required to
comply with the Code, issued by the Financial Reporting
Council, or to explain any areas of non-compliance in its
Annual Report and financial statements. A copy of the Code is
available at https://www.frc.org.uk.
The Corporate Governance Report on pages 119 to 124
explains how the Company has applied the principles of,
and complied with, the provisions of the Code during the year
and identifies the Company’s areas of non-compliance.
The Company has complied with the provisions of the Code
for the reporting period (save as set out in the Corporate
Governance Report). The Company has taken steps to align
with the requirements of Provision 29, however, formal
reporting against this provision applies to reporting periods
beginning on or after 1 January 2026 and will therefore be
included in the next Annual Report.
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 226 to 228, 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 2026, Beau Port Investments Limited (the
private company through which Bernard Fairman holds his
shares) held, together with its concert parties, 35.1% 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. The Company confirms that it
continues to comply with the requirement of UKLR 9.8.4
that it is able to carry on the business of its main activity
independently from its controlling Shareholder.
146 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Task Force on Climate-related Financial Disclosures
(“TCFD”)
Please see pages 75 to 94 for the Group’s TCFD disclosures.
Streamlined Energy and Carbon Reporting
Disclosure requirements are covered within the Sustainability
section on pages 91 to 94, Metrics and Targets.
Financial, risk and operational matters
Results and dividends
The consolidated statement of comprehensive income is
set out on page 163 and shows the results for the year
ended 31 March 2026. The Directors recommend that
the Company pays a final dividend for the year ended
31 March 2026 of 19.0 pence per share (2025: 16.8 pence),
to be paid on 2 October 2026 with an ex-dividend
date of 17 September 2026 and a record date of
18 September 2026. An interim dividend of 8.1 pence
per share (2025: 7.4 pence) was paid on 30 January 2026,
giving a total dividend for the year of 27.1 pence per
share (2025: 24.2 pence).
Research and development
During the year, Foresight received grant income of
£0.26 million from the UK Space Agency. In collaboration
with environmental geospatial consultant Frontierra, the
Foresight Real Assets 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. A total of £0.1 million income from the UK Space
Agency research and development income was received
in FY25.
Acquisitions and disposals
No acquisitions were completed during the year; however,
FY25 included one acquisition, the details of which are set
out in note 30 to the financial statements.
On 10 June 2026, FGLLP entered into an agreement to sell its
public markets investment division, FCM, to Guinness Global
Investors (the “Disposal”). The Disposal involves the transfer
of all of FCM’s funds, totalling approximately £1.0 billion in
AUM (7% of the Group’s AUM as of 31 March 2026) and 16
employees. Completion of the Disposal is expected to take
place during the third quarter of 2026. Further details of the
Disposal are set out in the announcement released by the
Company on 11 June 2026. As the Group had committed
to a plan to dispose of FCM at 31 March 2026, it has been
accounted for as a discontinued operation as set out in note
11 to the financial statements.
Customary warranties, which are typical for a transaction
of this nature, were provided by FGLLP under the FCM
Agreement at signing and are to be repeated at completion.
Principal activities, review of business and future
developments
The Group is principally involved in the investment and
management of Real Assets and UK and SME Private Equity
investments 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, the Chief Executive’s report on
pages 4 to 6 and in the Strategic Report on pages 7 to 106.
Principal risks and uncertainties
In accordance with Provision 28 of the Code, the Board
has carried out a robust assessment of the emerging and
principal risks and uncertainties facing the Group, including
those that could threaten the Group’s business model,
future performance, solvency or liquidity.
As part of this process, the Board reviewed the nature and
extent of the risks the Group is willing to take in achieving its
strategic objectives and considered the effectiveness of the
Group’s risk management and internal control systems in
managing these risks.
The principal risks and uncertainties identified, together with
an explanation of how they are being managed or mitigated,
are set out in the Risks section on pages 39 to 43.
Political expenditure
No donations of a political nature have been made during the
year (2025: £nil).
Charitable donations
No donations of a charitable nature have been made during
the year (2025: £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 44.
Directors’ report
147 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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 29 to the financial statements and details of the
financial instruments utilised by Foresight and the associated
risks are also described in note 29 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”).
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:
ș Bernard Fairman, Executive Chairman
ș Gary Fraser, CEO/COO/CFO
ș Alison Hutchinson, Senior Independent NED
ș Geoffrey Gavey, NED
ș Mike Liston, NED
ș John Le Poidevin, NED (appointed on 1 April 2026)
All of the above Directors served throughout the financial
year, with the exception of John Le Poidevin, who was
appointed to the Board as a Non-Executive Director on
1 April 2026.
In accordance with the Company’s Articles, all Directors
will retire and offer themselves for election or re-election
(as applicable) at the forthcoming Annual General Meeting
(“AGM”), other than Geoffrey Gavey who is retiring at the
conclusion of the AGM and will not stand for re-election,
as further detailed in the Nomination Committee report.
John Le Poidevin will stand for election for the first time as
he was appointed to the Board since the last AGM.
The Board believes that the election or reappointment
(as applicable) of the Directors offering to stand is in the
best interests of the Company and its Shareholders.
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 Board
of Directors section on pages 117 to 118.
Director
Number of
shares
Percentage of issued
share capital (excluding
treasury shares)
Bernard Fairman
1
32,725,000 28.13
Gary Fraser
2
4,513,000 3.88
Geoffrey Gavey 49,973 0.04
Michael Liston, OBE 11,904 0.01
Alison Hutchinson, CBE 5,952 0.01
John Le Poidevin Nil Nil
1. Bernard Fairman holds his shares in the Company through Beau Port Investments
Limited.
2. All shares held by his wife, Susan Fraser.
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.
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 45 to 51.
Directors’ report
148 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Relations with Shareholders
The Board recognises the importance of regular, open and
effective communication with Shareholders, particularly
in relation to the Company’s strategy, performance and
long-term objectives. The Board is committed to ensuring
that Shareholders’ views are understood and appropriately
considered in Board discussions and decision-making.
To support this, the Executive Directors and members of
Senior Management maintain an ongoing dialogue with the
Company’s major Shareholders, ensuring that feedback
and perspectives are communicated fully to the Board.
The Executive Chairman and the Chief Executive Officer
play a key role in this engagement, providing updates on
the Company’s strategy, performance and outlook.
In addition, the Company communicates with Shareholders
through a range of formal channels, including the Annual and
Half-Year Reports, announcements released via the London
Stock Exchange, the Annual General Meeting and regular
meetings between management and major Shareholders.
The Company also operates an ongoing programme of
individual, ad hoc and regular meetings with institutional
Shareholders and analysts, including meetings held in
connection with the preliminary and half-year results
presentations and bi-annual trading updates.
Dedicated retail Shareholder engagement is also delivered
via ad hoc webinars and a bi-annual presentation on the
Investor Meet Company platform.
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.
At the AGM held on 31 July 2025, and as announced in the
AGM results released on 1 August 2025, all resolutions were
duly passed. However, the Board noted that more than 20%
of votes cast by the Company’s independent Shareholders
were against Resolution 15, which related to the Rule 9
waiver. Without Shareholder approval of this resolution,
the Company would be unable to continue with its share
buyback programme.
While this level of dissent represented an improvement
compared with the previous AGM, with votes cast against
Resolution 15 reducing from 29.8% to 25.2%, the Board
recognises that a significant level of Shareholder concern
remains. The Company will therefore continue to engage with
investors and proxy advisory agencies to better understand
the reasons for this opposition and to address any concerns
ahead of future Shareholder votes.
The Board also considers that the successful operation
of the share buyback programme helps demonstrate the
importance of obtaining approval for the Rule 9 waiver,
without which the Company would be unable to undertake
share buybacks.
Annual General Meeting
The 2026 Annual General Meeting (“2026 AGM”) will be held
on 31 July 2026 at 2.00pm 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 2.00pm on 29 July 2026 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 45 to 51 and in the
Sustainability section related to people on pages 65 to 71.
Directors’ report
149 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Shares/Share capital
Share capital
The Company’s capital structure and details of share
movements during the year are shown in note 26 to the
financial statements, with no new allotments in 2026
(2025: 76,591 new shares). As at 31 March 2026, there were
116,347,803 Ordinary Shares (“Shares”) in issue of nil par
value comprised of 113,594,414 Shares with one vote each
and 2,753,389 Shares held in treasury, which are non-voting.
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 2026, 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% 28.81%
Slater
Investments Ltd. 6,000,000 5.16% 5.27%
Liontrust Asset
Management plc 5,819,822 5.01% 5.11%
Fidelity (FIL Limited) 5,833,023 5.06% 5.06%
The Company has not received any DTR 5 notifications between
the end of the financial year and the date of this report.
Authority to allot Shares
At the 2025 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
2026 AGM.
Also at the 2025 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 2026 AGM.
The Directors will also seek to renew these authorities by
proposing special resolutions at the 2026 AGM.
Purchase, cancellation and holdings of own Shares
At the 2025 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 2026
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, 4,405,073 (2025: 3,720,423) Shares
were purchased under that authority, of which 2,753,389
(2025: 2,565,176) remain held in treasury. While that remains
the case, those Shares have no voting rights. During the year,
4,253,680 (2025: 1,391,739) treasury shares were utilised,
including 1,206,776 (2025: 891,739) to satisfy the exercise of
options under the Company’s Performance Share Plan and
1,041,557 to settle earn-out consideration.
As previously announced, on 1 December 2025, the Company
transferred 1,041,557 Ordinary Shares out of treasury to
the former shareholders of Foresight Capital Holdings PTY
Limited (formerly known as Infrastructure Capital Holdings
Pty Ltd) in satisfaction of the share element of the earn-out
consideration, with the remaining 50% satisfied in cash.
Directors’ report
150 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Directors’ report
At the 2025 AGM, the Company also sought Shareholder
approval for a waiver of Rule 9 of the Takeover Code. In the
absence of such a waiver, any purchase by the Company of
its 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 2026 AGM.
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 2026 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, 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 JP Morgan (the “SIP Trustee”).
Voting rights in respect of shares held in the SIP are
exercised by the SIP Trustee in accordance with participants’
instructions. Where a participant does not provide voting
instructions, no vote is registered in respect of those shares.
The SIP Trustee does not vote on any unallocated shares held
in the trust. As at 31 March 2026, the SIP Trustee held 0.74%
(2025: 0.62%) 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 2026 AGM.
By Order of the Board
Jo-anna Nicolle
Company Secretary
26 June 2026
PO Box 650
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
151 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
image caption
153 Responsibility statement
oftheDirectors
154 Independent Auditor’s report
163 Consolidated statement
ofcomprehensive income
164 Consolidated statement
offinancial position
165 Consolidated statement
ofchanges in equity
167 Consolidated cash flow statement
Financial
Statements
Building value,
growing returns.
168 Notes to the financial statements
218 Appendices to the financial
statements
229 Glossary
IBC Corporate information
152
Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
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.
The Companies (Guernsey) Law, 2008 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 International Financial Reporting Standards
as adopted by the European Union 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 that are sufficient to show and explain the Group’s
transactions and 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. They 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, and for ensuring
compliance with applicable laws and regulations.
The Directors are responsible for establishing and maintaining
adequate internal control over financial reporting and for
reviewing the effectiveness of the Group’s risk management
and internal control systems. They are also responsible for
assessing the Group’s ability to continue as a going concern
and for preparing the going concern statement and the
viability statement in accordance with the UK Corporate
Governance Code.
The Directors confirm that to the best of their knowledge:
ș The financial statements have been prepared in
accordance with International Financial Reporting
Standards as adopted by the European Union and give
a true and fair view of the assets, liabilities and financial
position and profit or loss of the Group
ș The Strategic 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 it faces
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 model
andstrategy
The Directors have carried out a robust assessment of the
principal and emerging risks facing the Group, including those
that would threaten its business model, future performance,
solvency or liquidity.
Website publication
The Directors are responsible for ensuring that 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
26 June 2026
PO Box 650
1st Floor Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Responsibility statement of the Directors
In respect of the Annual Report and financial statements
153 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
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 2026 and of the
Group’s profit and cash flows 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 2026 (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 six years, covering the years ended 31 March 2021
to 31 March 2026. 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.
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 relevant cash flow forecasts for the Group from the audit reporting
date that support the Directors’ 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 severely stressed but plausible downside sccenarios 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.
154 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Overview
Key audit matters 2026 2025
Revenue recognition
✓ ✓
Valuation of intangible assets
(customer contracts)
✓ ✓
Materiality Group financial statements as a whole
£2,694,000 (2025: £2,035,000) based on 5% (2025: 5%) of Group
profit before tax (excluding discontinued operations)
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 seven UK components of the Group that require audits for
statutory purposes.
We determined eight 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. 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 performed all audit procedures directly, except for those relating
to the Australian entities in scope, which were carried out by a component auditor, a BDO
member firm, who also conducted the statutory audits of these entities.
Our involvement with component 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.
How climate change affected the scope of our audit
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.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
155 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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.
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 judgementsin calculating or determining the
recognition of revenue.
For these reasons we considered revenue
recognition to be a key audit matter and
specificallyfor NAV based fees we considered
thesea significant risk.
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 (80% of group revenue):
NAV based fees testing (47% 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 and
relevant valuation methodologies for investments to determine whether they were appropriate
ș We obtained Board and investment valuation committee approvals for a sample of periods of unaudited NAVs (e.g. quarters) 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, where applicable)
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 management accounts, 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
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
ș We tested the design and implementation of controls relating to the preparation of the NAV of the relevant funds by obtaining an understanding of the end-to-end
NAV process and key control activities in place
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
156 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition
Please refer to note 4
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 (8% 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 (3% 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
Performance fees (7% of revenue):
ș We considered the Groups refined approach to recognising performance fee revenue during the year
ș We assessed the appropriateness of judgements applied by management in determining the point at which to recognise performance fees
ș We obtained evidence to support that it was highly probable that no significant reversal of performance fees will occur
ș We considered the terms of performance fee arrangements to support the recognition of revenue over time on a proportionate basis in accordance with IFRS 15
Arrangement fees (2% 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 our procedures performed, we consider the recognition of revenue to be reasonable.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
157 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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.
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 challenged the assumptions and conclusion reached by management
ș We obtained management’s assessment of the indicators of impairment and challenged the conclusions formed by management, corroborating these to underlying
source documentation
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 We considered the body of evidence presented by management in respect of the assessment of impairment indicators and evaluated whether there was any
evidence of management bias in forming the conclusions reached
ș We tested the design and implementation of controls relating to the impairment assessment of intangible assets (customer contracts) by obtaining an understanding
of the end-to-end impairment assessment process and the key control activities in place
Key observations:
Based on the procedures performed, we consider the valuation of intangible assets (customer contracts) to be reasonable.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
158 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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
2026
£
2025
£
Materiality 2,694,000 2,035,000
Basis for determining
materiality
5% of Group profit before tax (excluding discontinued
operations)
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 2,020,000 1,424,000
Basis for determining
performance materiality
75% of materiality 70% of materiality
Group financial statements
Rationale for the percentage
applied for performance
materiality
75% 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 38% and 90% (2025: between 45%
and 90%) 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 £765,000 to £1,818,000 (2025: £632,700 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 £134,000 (2025: £100,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on qualitative grounds.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
159 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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.
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 147; and
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 147;
and
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 147.
Other Code provisions ș Directors’ statement on fair, balanced and
understandable set out on page 153;
ș Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 39;
ș The section of the Annual Report that describes the
review of effectiveness of risk management and internal
control systems set out on page 39; and
ș The section describing the work of the Audit & Risk
Committee set out on page 129.
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; or
ș The financial statements are not in agreement with the accounting records; or
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.
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
160 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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
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
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
161 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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 of controls.
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.
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
26 June 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered
number OC305127)
Independent Auditor’s report
To the members of Foresight Group Holdings Limited
162 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Consolidated statement of comprehensive income
For the year ended 31 March 2026
Note

|  | 31 March | 31 March
|  | 2026 | 2025 1
|  | £000 | £000
Revenue | 4 | 164,919 | 148,649
Cost of sales |  | (10,230) | (6,480)
Gross profit |  | 154,689 | 142,169
Administrative expenses | 6 | (101,097) | (101,462)
Other operating income |  | 376 | 123
Operating profit |  | 53,968 | 40,830
Finance income | 9 | 1,258 | 1,648
Finance expenses | 9 | (1,792) | (1,185)
Fair value gains on investments | 15 | 278 | 75
Fair value gains on contingent consideration (incl. finance expense) | 22 | 178 | 45
Profit on ordinary activities before taxation |  | 53,890 | 41,413
Tax on profit on ordinary activities | 10 | (8,288) | (7,493)
Profit from continuing operations |  | 45,602 | 33,920
Loss on discontinued operations, net of tax | 11 | (2,771) | (675)
Profit for the period attributable to owners of the parent |  | 42,831 | 33,245
Other comprehensive income |  |  |
Items that will or may be reclassified to profit or loss: |  |  |
Translation differences on foreign subsidiaries |  | 1,993 | (1,205)
Total comprehensive income attributable to owners of the parent |  | 44,824 | 32,040
Earnings per share attributable to owners of the parent |  |  |
Basic (pence) | 12 | 37.9 | 28.9
Diluted (pence) (as restated) 2 | 12 | 37.8 | 28.7
Basic for continuing operations (pence) | 12 | 40.3 | 29.5
Diluted for continuing operations (pence) (as restated) 2 | 12 | 40.2 | 29.3

1. The comparative information has been re-presented due to the discontinued operation. See note 11.
2. Diluted earnings per share has been restated to correct the prior period calculation of the dilutive impact of contingently issuable shares. See note 12.
The notes on pages 168 to 217 form part of these consolidated financial statements.
163 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Note

|  | 31 March | 31 March
|  | 2026 | 2025
|  | £000 | £000
Non-current assets |  |  |
Property, plant and equipment | 13 | 5,940 | 2,350
Right-of-use assets | 21 | 26,097 | 16,506
Intangible assets | 14 | 51,584 | 53,365
Investments at FVTPL | 15 | 7,029 | 5,420
Deferred tax asset | 24 | 811 | 1,615
Contract costs | 16 | 3,833 | 4,903
Trade and other receivables | 17 | 1,761 | 1,339
|  | 97,055 | 85,498
Current assets |  |  |
Contract costs | 16 | 889 | 860
Trade and other receivables | 17 | 42,590 | 37,539
Cash and cash equivalents | 18 | 41,815 | 43,252
|  | 85,294 | 81,651
Assets in disposal group classified as held for sale | 31 | 1,039 | —
|  | 86,333 | 81,651
Current liabilities |  |  |
Trade and other payables | 19 | (40,623) | (45,420)
Loans and borrowings | 20 | (130) | (138)
Lease liabilities | 21 | (864) | (1,146)
Acquisition-related liabilities | 22 | (87) | (5,259)
|  | (41,704) | (51,963)
Liabilities directly associated with assets in disposal group classified as held for sale | 31 | (841) | —
|  | (42,545) | (51,963)
Net current assets |  | 43,788 | 29,688

Note

|  | 31 March | 31 March
|  | 2026 | 2025
|  | £000 | £000
Non-current liabilities |  |  |
Loans and borrowings | 20 | (122) | (242)
Lease liabilities | 21 | (30,053) | (17,916)
Acquisition-related liabilities | 22 | (91) | (226)
Provisions | 23 | (997) | (895)
Deferred tax liability | 24 | (14,277) | (10,642)
|  | (45,540) | (29,921)
Net assets |  | 95,303 | 85,265
Equity |  |  |
Share capital | 26 | — | —
Share premium | 26 | 63,075 | 61,441
Shares held in escrow reserve | 26 | — | (8,103)
Own share reserve | 26 | (2,178) | (1,844)
Treasury share reserve | 26 | (11,837) | (10,280)
Share-based payment reserve | 26 | 5,263 | 10,959
Group reorganisation reserve | 26 | 30 | 30
Foreign exchange reserve | 26 | (3,821) | (5,814)
Retained earnings | 26 | 44,771 | 38,876
Total equity |  | 95,303 | 85,265

The financial statements were approved and authorised for issue by the Board of Directors on
26 June 2026 and were signed on its behalf by:
Gary Fraser Geoffrey Gavey
Chief Executive Officer Director
The notes on pages 168 to 217 form part of these consolidated financial statements.
Consolidated statement of financial position
As at 31 March 2026
164 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Consolidated statement of changes in equity
For the year ended 31 March 2026

|  |  |  | Shares held | Own | Treasury | Share-based | Group | Foreign |  |
|  | Share | Share | in escrow | share | 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 2025 |  | — | 61,441 | (8,103) | (1,844) | (10,280) | 10,959 | 30 | (5,814) | 38,876 | 85,265
Profit for the period |  | — | — | — | — | — | — | — | — | 42,831 | 42,831
Other comprehensive income |  | — | — | — | — | — | — | — | 1,993 | — | 1,993
Contributions by and distributions to owners |  |  |  |  |  |  |  |  |  |  |
Dividends | 27 | — | — | — | — | — | — | — | — | (28,363) | (28,363)
Purchase of own shares | 26 | — | — | — | (334) | (18,797) | — | — | — |  | (19,131)
Transfer of treasury shares on exercise of share options | 26 | — | — | — | — | 5,152 | — | — | — | (5,152) | —
Transfer on exercise of share |  |  |  |  |  |  |  |  |  |  |
options | 26 | — | — | — | — | — | (2,042) | — | — | 2,042 | —
Sale of treasury shares | 26 | — | 1,634 | — | — | 7,515 | — | — | — | — | 9,149
Share-based payments | 26 | — | — | — | — | — | 3,810 | — | — | — | 3,810
Deferred tax | 24 | — | — | — | — | — | (251) | — | — | — | (251)
Transfer on vesting of initial |  |  |  |  |  |  |  |  |  |  |
consideration shares issued |  |  |  |  |  |  |  |  |  |  |
for Infrastructure Capital |  |  |  |  |  |  |  |  |  |  |
acquisition | 26 | — | — | 8,103 | — | — | (7,213) | — | — | (890) | —
Transfer on fulfilment of earn-out payable in shares |  |  |  |  |  |  |  |  |  |  |
for Infrastructure Capital |  |  |  |  |  |  |  |  |  |  |
acquisition | 26 | — | — | — | — | 4,573 | — | — | — | (4,573) | —
At 31 March 2026 |  | — | 63,075 | — | (2,178) | (11,837) | 5,263 | 30 | (3,821) | 44,771 | 95,303

165 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements

|  |  |  | Shares held | Own | Treasury | Share-based | Group | Foreign |  |
|  | Share | Share | in escrow | share | 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 | 26 | — | 105 | — | — | — | (105) | — | — | — | —
Dividends | 27 | — | — | — | — | — | — | — | — | (26,465) | (26,465)
Purchase of own shares | 26 | — | — | — | (649) | (15,989) | — | — | — | — | (16,638)
Transfer of treasury shares on exercise of share options | 26 | — | — | — | — | 4,133 | — | — | — | (4,133) | —
Transfer on exercise of share options | 26 | — | — | — | — | — | (1,222) | — | — | 1,222 | —
Sale of treasury shares | 26 | — | (550) | — | — | 2,543 | — | — | — | — | 1,993
Share-based payments | 26 | — | — | — | — | — | 5,701 | — | — | — | 5,701
Deferred tax | 24 | — | — | — | — | — | 60 | — | — | — | 60
Transfer on vesting of initial |  |  |  |  |  |  |  |  |  |  |
consideration shares issued |  |  |  |  |  |  |  |  |  |  |
for Infrastructure Capital |  |  |  |  |  |  |  |  |  |  |
acquisition | 26 | — | — | 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 168 to 217 form part of these consolidated financial statements.
Consolidated statement of changes in equity
For the year ended 31 March 2026
166 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Consolidated cash flow statement
For the year ended 31 March 2026
Note

|  | 31 March 2026 | 31 March 2025
|  | £000 | £000
Cash flows from operating activities |  |  |
Profit on ordinary activities before taxation |  | 53,890 | 41,413
Loss on discontinued operations before tax | 11 | (3,520) | (709)
Profit before tax |  | 50,370 | 40,704
Adjustments for: |  |  |
Fair value gains on investments |  | (278) | (75)
Finance expenses |  | 1,800 | 1,188
Finance income |  | (1,258) | (1,648)
Fair value gains on contingent consideration |  |  |
(incl. finance expense) |  | (178) | (45)
Share-based payment (including share-based staff |  |  |
costs – acquisitions) |  | 3,852 | 5,726
Staff costs – acquisitions (excluding share-based |  |  |
staff costs – acquisitions) |  | 1,152 | 1,456
Amortisation in relation to intangible assets |  |  |
(customer contracts and brands) |  | 3,896 | 2,930
Depreciation and computer software amortisation |  | 3,640 | 3,191
Impairment of intangible assets (customer contracts) |  | — | 9,275
Reversal of impairment of intangible assets |  |  |
(customer contracts) |  | — | (2,930)
Foreign currency losses |  | 436 | 171
Decrease/(increase) in contract costs |  | 1,041 | (2,388)
Increase in trade and other receivables |  | (1,378) | (10,150)
(Decrease)/increase in trade and other payables |  | (2,336) | 9,443
Cash generated from operations |  | 60,759 | 56,848
Earn-out consideration paid | 22 | (4,884) | —
Tax paid |  | (9,614) | (12,730)
Net cash from operating activities |  | 46,261 | 44,118

Note

|  | 31 March 2026 | 31 March 2025
|  | £000 | £000
Cash flows used in investing activities |  |  |
Acquisition of property, plant and equipment | 13 | (4,407) | (1,029)
Acquisition of intangible assets | 14 | (1,394) | (1,402)
Initial direct costs paid on acquisition of right-of-use assets | 21 | (328) | —
Acquisition of investments at FVTPL | 15 | (1,452) | (1,266)
Proceeds on sale of investments at FVTPL | 15 | 121 | 647
Proceeds from derivative instruments |  | 38 | 554
Interest received |  | 1,220 | 1,567
Contingent consideration paid | 22 | (902) | (1,012)
Acquisition of WHEB net of cash and cash equivalents |  |  |
acquired | 30 | — | (1,000)
Net cash used in investing activities |  | (7,104) | (2,941)
Cash flows used in financing activities |  |  |
Dividends and distributions to equity members | 27 | (28,363) | (26,465)
FGLLP members’ capital contributions | 19 | (108) | (24)
Purchase of own shares | 26 | (334) | (649)
Purchase of treasury shares | 26 | (18,716) | (15,841)
Proceeds on sale of treasury shares | 26 | 9,149 | 1,993
Principal paid on lease liabilities | 21 | (1,012) | (1,112)
Interest paid on lease liabilities | 21 | (1,520) | (1,050)
Proceeds from lease incentives | 21 | 1,095 | —
Principal paid on loan liabilities | 20 | (110) | (121)
Interest paid on loan liabilities | 20 | (36) | (37)
Other interest paid |  | (205) | (69)
Net cash used in financing activities |  | (40,160) | (43,375)
Net decrease in cash and cash equivalents |  | (1,003) | (2,198)
Cash and cash equivalents at beginning of period | 18 | 43,252 | 45,004
Exchange (losses)/gains on cash and cash equivalents |  | (434) | 446
Cash and cash equivalents at end of period | 18 | 41,815 | 43,252

The notes on pages 168 to 217 form part of these consolidated financial statements.
167 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
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 226 to 228.
The Group is principally engaged in investment management across private markets, with
strategies spanning real assets and capital for growth for 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 44.
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 and contingent consideration that have been measured at fair value.
The financial statements are 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.
168 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
2. Basis of preparation and other reporting matters
2b. Alternative performance measures (“APMs”)
The Group also presents adjusted profit which bridges between profit from continuing
operations and core EBITDA pre-SBP and is used for the calculation of adjusted earnings per
share and the Group dividend. Adjustments to profit for continuing operations to calculate
adjusted profit arise from business combinations and restructuring activities. To provide
greater transparency over the Group’s operating cost base, the Group also introduced core
administrative expenses and non-core administrative expenses. Core administrative expenses
are those within core EBITDA pre-SBP and represent the operating cost base of the business.
Non-core administrative expenses comprise items that are adjusted out of profit from
continuing operations and/or adjusted profit.
While the Group appreciates that APMs are not considered to be a substitute for, or superior
to, IFRS measures, the Group believes the selected use of these provides Stakeholders with
additional information which will assist in the understanding of the business. 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 APMs are set
out in the appendix to the financial statements on pages 218 to 225, including explanations of
how they are calculated and how they are reconciled to a statutory measure where relevant.
The APMs exclude the impact of discontinued operations.
2c. Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and
its subsidiaries as at 31 March 2026. 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 226 to 228.
169 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
2. Basis of preparation and other reporting matters
2d. Discontinued operations
Discontinued operations are presented separately from continuing operations in the
consolidated statement of comprehensive income in accordance with IFRS 5. Comparative
information has been re-presented to reflect their classification as discontinued, ensuring
consistency and comparability between periods. Further details are provided in note 11,
with assets and liabilities held for sale disclosed in note 31. In line with the Group’s approach
to APMs, the results of discontinued operations are excluded to present a clearer view of the
underlying performance of the Group’s continuing activities and comparative information has
been re-presented.
2e. Impact of sustainability and climate change on preparation of the
financial statements
Climate change and sustainability risks have been considered and assessed in the preparation
of the consolidated financial statements for the year ended 31 March 2026. No material impact
has been identified on the estimates and judgements made.
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 statements.
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 2025 or will become
effective in later periods.
New standards, interpretations and amendments adopted from 1 April 2025
The following amendments were effective for the period beginning 1 April 2025:
IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability
(Amendments)
This amendment has 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 following amendments are effective for the annual reporting period beginning on or after
1 January 2026:
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures – Classification and Measurement of Financial Instruments
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures – Contracts Referencing Nature-dependent Electricity
The following amendments are effective for the annual reporting period beginning on or after
1 January 2027:
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is currently assessing the effect of these new accounting standards
and amendments.
IFRS 18 Presentation and Disclosure in Financial Statements will supersede IAS 1 Presentation
of Financial Statements. Even though IFRS 18 will not have any effect on the recognition
and measurement of items in the consolidated financial statements, it is expected to have a
significant effect on the presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of comprehensive income, aggregation/
disaggregation and labelling of information, and disclosure of management-defined
performance measures.
170 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
3. Material accounting policies
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 judgements
These are as follows:
ș Performance fees – see note 4
ș Discontinued operations – see note 11
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 16
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 within the next financial year are as follows:
ș Performance fees – see note 4
ș Recoverable amount of intangible assets – see note 14
171 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
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 fees, which are contractual arrangements that the Group
operates as principal.
Management fees and most secretarial fees are defined in investment management
agreements and are generally based on a percentage of fund Net Asset Value (“NAV”) or
committed capital, 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.
Performance fees are based on returns achieved above predetermined thresholds in the
relevant contractual arrangements which can be directly or indirectly related to investment
management agreements (see management fees above). These fees represent variable
consideration and are also recognised over time only to the extent that it is highly probable
that a significant reversal in the amount of revenue recognised will not occur (i.e. when the
variable consideration constraint is lifted) and when the fees can be measured reliably.
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.
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.
Key judgement:
Performance fees
As set out in the accounting policy above, performance fees represent variable
consideration and require judgement in determining when it is appropriate to recognise
revenue. This is particularly relevant for carried interest arrangements and multi-period
performance fee structures.
In making this assessment, management considers the specific terms of each arrangement,
including hurdle rates, waterfall allocations and any clawback provisions, together with
the level of fund performance achieved and the extent to which outcomes remain subject
to future performance of the underlying investments. This involves determining when the
uncertainty associated with the variable consideration has been sufficiently resolved such
that the variable consideration constraint is lifted.
During the year, the Group refined its approach to recognising performance fee revenue,
following the availability of additional information and evidence, and reassessed the
appropriate point at which to recognise variable consideration under IFRS 15. In particular,
the Group considered whether the threshold for recognising performance fees could
be met before uncertainty is fully resolved, rather than only at a single point in time. In
applying this judgement, the Group considers the differing characteristics of performance
fee arrangements. For annual benchmark structures, judgement focuses on whether
performance provides sufficient headroom over the benchmark, assessed by reference to
fund returns over the applicable measurement period.
172 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
For closed-ended funds, judgement reflects progression through multi-period waterfall
structures and the risk of clawback, including whether investors’ capital commitments
have been fully repaid. For evergreen funds, judgement is applied at the level of
individual investments, particularly the likelihood and timing of realisations.
Where it is assessed to be highly probable that no significant reversal will occur,
performance fees are recognised over time on a proportionate basis, reflecting the
pattern of services provided over the life of the funds.
Estimation uncertainty:
Performance fees
The significant source of estimation uncertainty for the measurement of performance
fees arises from the valuation of underlying investments on which the fees are based.
These valuations are determined in accordance with the Group’s valuation policy as
described above and involve the application of judgement in assessing fair value. A
reasonably possible change in the valuation of underlying investments at the reporting
date would have a corresponding impact on performance fee revenue. For example, a
+/-10% movement in relevant fund valuations would result in a +/- £559,000 impact on
performance fee revenue recognised.
The estimate of variable consideration and the assessment of the related constraint
are reassessed at each reporting date to reflect changes in facts and circumstances in
accordance with IFRS 15.59.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Management fees | 127,697 | 117,357
Secretarial fees | 3,066 | 2,694
Directors’ and monitoring fees | 4,585 | 8,002
Recurring revenue | 135,348 | 128,053
Marketing fees | 14,187 | 13,807
Arrangement fees | 3,776 | 1,624
Performance fees | 11,608 | 5,165
| 164,919 | 148,649

In the year ended 31 March 2025, directors’ and monitoring fees included additional catch-up
fees negotiated in the year of £3.5 million and management fees included an additional fee of
£1.5 million for exceptional services provided during the year.
The timing of revenue is as follows:

| 31 March | 31 March
| 2026 | 2025 1
| £000 | £000
Timing of transfer of goods and services: |  |
Point in time | 17,963 | 15,431
Over time | 146,956 | 133,218
| 164,919 | 148,649

1. Comparative information for the year ended 31 March 2025 has been re-presented to correct the classification of performance
fees within the timing of revenue recognition disclosure. Performance fee revenue of £5,165,000 was previously presented as
revenue recognised at a point in time. This has been reclassified as revenue recognised over time, as the related services are
satisfied over time and the customer simultaneously receives and consumes the economic benefits as the Group performs its
obligations. This re-presentation affects disclosure only and has no impact on total revenue, profit, net assets or cash flows.
4. Revenue
173 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
4. Revenue
Contract balances are as follows:

| 31 March | 31 March
| 2026 | 2025
| Contract | Contract
| liabilities | liabilities
| £000 | £000
At beginning of period | (11,493) | (7,361)
Amounts included in contract liabilities that were recognised as revenue during the period | 11,493 | 7,361
Cash received in advance of performance and not recognised as revenue during the period | (12,946) | (11,493)
At end of period | (12,946) | (11,493)

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.
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 Real Assets and Private
Equity 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. Previously, the Group also reported on the Foresight Capital Management (“FCM”)
operating segment. At 31 March 2026, FCM was classified as held for sale and its results
are presented within discontinued operations. See note 11.
Management monitors the performance and strategic priorities of the business from a
business unit (“BU”) perspective, and in this regard has identified the following key “reportable
segments”: Real Assets and Private Equity, noting the FCM segment is classified as held for
sale and presented within discontinued operations and is no longer a reportable segment of
the Group.
Comparative information has been re-presented following the classification of the discontinued
operation (see note 11). As part of this re-presentation, central costs have been further
allocated to the Real Assets and Private Equity segments to reflect the impact of the
discontinued operation.
174 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
5. Business segments
Exco assesses the performance of the operating segments based on core EBITDA pre-SBP. See the appendices to the financial statements for further explanation.

|  | 31 March 2026 |  |  | 31 March 2025 |
| Real | Private |  | Real | Private |
| Assets | Equity | Total | Assets | Equity | Total
| £000 | £000 | £000 | £000 | £000 | £000
Revenue | 114,806 | 50,113 | 164,919 | 97,643 | 51,006 | 148,649
Cost of sales | (9,192) | (1,038) | (10,230) | (5,193) | (1,287) | (6,480)
Gross profit | 105,614 | 49,075 | 154,689 | 92,450 | 49,719 | 142,169
Administrative expenses | (67,625) | (33,472) | (101,097) | (71,071) | (30,391) | (101,462)
Other operating income | 373 | 3 | 376 | 119 | 4 | 123
Operating profit | 38,362 | 15,606 | 53,968 | 21,498 | 19,332 | 40,830
Non-operating items | (59) | (19) | (78) | 413 | 170 | 583
Profit on ordinary activities before taxation | 38,303 | 15,587 | 53,890 | 21,911 | 19,502 | 41,413
Non-core administrative expenses | 10,971 | 3,309 | 14,280 | 18,364 | 2,836 | 21,200
Fair value losses on contingent consideration (incl. finance expense) | — | (178) | (178) | — | (45) | (45)
Finance income and expense (excluding fair value gain on derivative) | 217 | 355 | 572 | (363) | (19) | (382)
Core EBITDA pre-SBP | 49,491 | 19,073 | 68,564 | 39,912 | 22,274 | 62,186

For the year ended 31 March 2025, the Group had 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 was recorded within administrative expenses in the Real Assets operating segment for the year ended 31 March 2025.
175 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
5. Business segments
The Group operates in different geographic regions. Revenue by region is summarised below:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
United Kingdom | 126,377 | 118,472
Australia | 25,706 | 18,269
Luxembourg | 9,114 | 8,466
Italy | 946 | 750
Spain | 886 | 1,034
Ireland | 1,279 | 1,273
Greece | 611 | 385
| 164,919 | 148,649

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 2026 were
£63,300,000 (2025: £56,925,000), of which £54,252,000 (2025: £44,754,000) was attributable to
Real Assets and £9,148,000 (2025: £12,171,000) to Private Equity.
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
| 2026 | 2025
| £000 | £000
United Kingdom | 59,502 | 46,124
Australia | 26,557 | 27,080
Luxembourg | 3,612 | 3,257
Italy | 206 | 297
Spain | 301 | 363
Ireland | 472 | 520
| 90,650 | 77,641

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.
176 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
6. Administrative expenses

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Staff costs (see note 7) | 68,862 | 63,364
Staff costs – acquisitions (see note 7) | 1,696 | 4,840
Amortisation in relation to intangible assets (customer contracts |  |
and brands) (see note 14) | 3,632 | 2,930
Depreciation and computer software amortisation (see notes 13, 14 and 21) | 3,640 | 3,191
Impairment of intangible assets (customer contracts) (see note 14) | — | 9,275
Reversal of impairment of intangible assets (customer contracts) |  |
(see note 14) | — | (2,930)
Legal and professional 1 | 7,276 | 6,563
Other administration costs | 15,991 | 14,229
| 101,097 | 101,462

1. Legal and professional costs include acquisition-related costs and Group restructuring costs.
Other administration costs are as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
IT maintenance and subscriptions | 6,448 | 4,600
Office expenses | 2,993 | 2,404
Irrecoverable VAT | 2,672 | 2,593
Travel and entertainment | 1,990 | 2,006
Marketing expenses | 1,401 | 1,144
Other expenses | 605 | 932
Net foreign exchange (gains)/losses | (190) | 131
Impairment loss on trade receivables | 72 | 419
| 15,991 | 14,229

Auditor’s remuneration within legal and professional costs is further disclosed as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Audit services |  |
Statutory audit – Company | 120 | 128
– Subsidiaries | 455 | 452
Total audit services | 575 | 580
Non-audit services |  |
Regulatory assurance services | 36 | 34
Other assurance services | 117 | 90
Total non-audit services | 153 | 124
Total audit and non-audit services | 728 | 704

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. The fees for the year ended 31 March 2026 include
£22,000 relating to the year ended 31 March 2025
177 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
7. Staff costs and Directors’ remuneration
The average number of employees attributable to continuing operations during the year was as follows:

| 31 March | 31 March
| 2026 | 2025
| Number | Number
Investment management | 224 | 210
Sales and Marketing | 53 | 52
Administration | 141 | 131
| 418 | 393

Their aggregate remuneration comprised:

|  | 31 March 2026 |  |  | 31 March 2025 |
|  | Staff |  |  | Staff |
| Staff | costs – |  | Staff | costs – |
| costs | acquisitions | Total | costs | acquisitions | Total
| £000 | £000 | £000 | £000 | £000 | £000
Wages and salaries | 52,667 | — | 52,667 | 50,128 | — | 50,128
Social security costs | 6,835 | — | 6,835 | 5,247 | — | 5,247
Pension costs | 2,396 | — | 2,396 | 2,234 | — | 2,234
Redundancy payments | 1,556 | — | 1,556 | 860 | — | 860
Other staff costs 1 | 2,875 | 556 | 3,431 | 2,732 | 1,408 | 4,140
| 66,329 | 556 | 66,885 | 61,201 | 1,408 | 62,609
Share-based payments (see note 8) | 2,533 | 1,140 | 3,673 | 2,163 | 3,432 | 5,595
| 68,862 | 1,696 | 70,558 | 63,364 | 4,840 | 68,204

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 141 to 144).
178 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
7. Staff costs and Directors’ remuneration
Staff costs – acquisitions
The table below shows the different components of staff costs – acquisitions related to the acquisition of Infrastructure Capital during the year ended 31 March 2023. Staff costs – acquisitions related
to the acquisition of WHEB have been included within discontinued operations (see note 11).

|  | 31 March 2026 |  |  | 31 March 2025 |
| Cash-settled | Share-settled | Total | Cash-settled | Share-settled | Total
| £000 | £000 | £000 | £000 | £000 | £000
Infrastructure Capital |  |  |  |  |  |
Initial share consideration | — | 1,140 | 1,140 | — | 4,220 | 4,220
Consideration subject to expected payout percentage |  |  |  |  |  |
Earn-out consideration | 556 | — | 556 | 1,785 | (588) | 1,197
Performance consideration | — | — | — | (377) | (200) | (577)
| 556 | — | 556 | 1,408 | (788) | 620
| 556 | 1,140 | 1,696 | 1,408 | 3,432 | 4,840

See note 8 and note 22 for further details on the share-settled and cash-settled considerations respectively.
8. Share-based payments
Accounting policy:
The Group engages in equity-settled and cash-settled share-based payment transactions in respect of services received from its employees.
Equity-settled
Equity-settled share-based payments arise in respect of services receivable from certain employees by granting the right to either shares or options over shares, subject to certain vesting
conditions and exercise prices.
The fair value of the awards granted in the form of shares or share options is recognised as an expense over the appropriate performance and vesting period with a corresponding credit to
equity. When appropriate (i.e. Performance Share Plan), the fair value of the awards is calculated using an option pricing model, the principal inputs being the market value on the date of award
and an adjustment for expected and actual levels of vesting which includes estimating the number of eligible employees leaving the Group and the number of employees satisfying the relevant
performance conditions. Shares and options vest on the occurrence of a specified event under the rules of the relevant plan.
Cash-settled
For cash-settled share-based payments, a liability is recognised for the services received to the 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.
179 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
8. Share-based payments

|  | 31 March | 31 March
|  | 2026 | 2025
| Classification | £000 | £000
Included in staff costs (note 7) |  |  |
Performance Share Plan | Equity-settled | 2,117 | 1,809
UK Share Incentive Plan | Equity-settled | 374 | 329
Overseas Phantom Share Plan | Cash-settled | 42 | 25
|  | 2,533 | 2,163
Included in staff costs – acquisitions (note 7) |  |  |
Infrastructure Capital – post-combination services | Equity-settled | 1,140 | 3,432
|  | 3,673 | 5,595

Performance Share Plan
The Remuneration Committee approved the implementation of the Performance Share Plan
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 of 6% compound growth
per annum over a three-year period. The absolute TSR condition vests over a range from 3% to
6% compounded over a three-year period. The exercise price is £nil. The Group is authorised
to issue new shares or reissue treasury shares to satisfy share plans 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 2026 since Admission was c.5% (2025: 4%).
Details of movements in the number of shares are as follows:

| 31 March 2026 |  | 31 March 2025 |
|  | Average |  | Average
|  | exercise price |  | exercise price
| Number | per share | Number | per share
| of share | option | of share | option
| options | £ | options | £
At beginning of period | 3,622,610 | — | 3,479,591 | —
Granted | 1,133,283 | — | 1,217,500 | —
Exercised | (1,206,776) | — | (968,330) | —
Extinguished | (95,189) | — | (106,151) | —
Awards outstanding at end |  |  |  |
of period | 3,453,928 | — | 3,622,610 | —
Awards vested and exercisable |  |  |  |
at end of period | 120,000 | — | 53,500 | —

No options expired during the periods covered by the above table.
Share options outstanding at the end of the year have the following expiry dates and
exercise prices:

|  |  | 31 March | 31 March
|  |  | 2026 | 2025
| Expiry | Exercise | Number of | Number of
| date | price | share options | share options
4 September 2021 (FY22 Grant) | 3 September 2031 | — | 53,500 | 53,500
9 August 2022 (FY23 Grant) | 8 August 2032 | — | 66,500 | 1,274,200
10 August 2023 (FY24 Grant) | 9 August 2033 | — | 1,072,428 | 1,102,410
2 August 2024 (FY25 Grant) | 1 August 2034 | — | 1,152,500 | 1,192,500
1 August 2025 (FY26 Grant) | 31 July 2035 | — | 1,109,000 | —
|  |  | 3,453,928 | 3,622,610
Weighted average remaining contractual life of options |  |  |  |
outstanding at end of period |  |  | 8.26 years | 8.28 years

180 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
8. Share-based payments
UK Share Incentive Plan
Under the Foresight Share Incentive Plan, 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
| 2026 | 2025
| Number of | Number of
| shares | shares
At beginning of period | 385,895 | 291,092
Movement | 79,502 | 94,803
Awards outstanding at end of period | 465,397 | 385,895

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
| 2026 | 2025
| Number of | Number of
| shares | shares
At beginning of period | 29,982 | 25,962
Granted | 12,570 | 14,652
Vested | (10,598) | (9,854)
Extinguished | (4,292) | (778)
Awards outstanding at end of period | 27,662 | 29,982

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
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.
181 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
8. Share-based payments
On 30 September 2025, the remaining shares were no longer subject to forfeiture and
the movement in the initial share consideration during the year is a result of the vesting of
the remaining shares. The initial share consideration is accounted for as remuneration for
post-combination services included in staff costs – acquisitions (see note 7).
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.
The earn-out has an expected payout percentage of 0% (2025: 0%) and a 0% (2025: 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% from 30 June 2026 to
30 June 2027. The awards are also subject to performance conditions linked to management
fee revenue over the period from 30 June 2026 to 30 June 2028. These conditions include
provisions for full forfeiture of shares if specified revenue thresholds are not met during the
relevant review periods.
In December 2025, 1,041,557 shares were transferred from the treasury share reserve in
fulfilment of the scheme (see note 26). The expected payout percentage continues to be
assessed at 0%, as the Group does not expect the performance conditions for the relevant
performance period to be met and consequently considers it probable that the shares will
be forfeited. Accordingly, no share-based payment expense has been recognised in the
current year.
The performance earn-out has an expected payout percentage of 0% (2025: 0%) and 0% (2025:
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% from 31 December 2026 to
30 June 2027.
The expiry dates of shares issued for the initial share consideration that are outstanding at the
period end are as follows:

|  |  | 31 March | 31 March
|  | Exercise | 2026 | 2025
Grant date | Expiry date | price 1 | Share options | Share options
8 September 2022 | 30 September 2023 | — | — | —
8 September 2022 | 30 September 2024 | — | — | —
8 September 2022 | 30 September 2025 | — | — | 2,088,924
|  |  | — | 2,088,924
Weighted average remaining contractual life of options |  |  |  |
outstanding at end of period |  |  | — | 0.5 years

1. Exercise price not applicable as shares have already been issued.
182 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
9. Finance income and expenses

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Finance income |  |
Bank interest receivable | 1,220 | 1,567
Gain on derivatives | 38 | 81
Total finance income | 1,258 | 1,648
Finance expenses |  |
Other interest payable | 205 | 66
Loan interest (accrued) | 18 | 29
Interest on lease liabilities | 1,520 | 1,050
Interest on dilapidation provisions | 49 | 40
Total finance expense | 1,792 | 1,185
Net finance (expense)/income recognised in the statement |  |
of comprehensive income | (534) | 463

10. 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 24.
183 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
10. Taxation

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Current tax |  |
UK corporation tax | 2,620 | 8,939
Foreign tax | 3,437 | 2,348
Adjustments in respect of prior periods (UK corporation tax) | (2,588) | (1,368)
Adjustments in respect of prior periods (foreign tax) | (1) | 164
Total current tax charge | 3,468 | 10,083
Deferred tax |  |
Origination and reversal of temporary differences | 4,071 | (2,624)
Total deferred tax | 4,071 | (2,624)
Tax on profit on ordinary activities | 7,539 | 7,459
Continuing and discontinued operations |  |
Continuing | 8,288 | 7,493
Discontinued | (749) | (34)
| 7,539 | 7,459

The difference between the actual tax charge for the year and the standard rate of corporation
tax applied to profits for the year is as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Profit for the year from continuing and discontinued operations | 42,831 | 33,245
Add back total tax | 7,539 | 7,459
Profit before tax | 50,370 | 40,704
Profit before tax at 25% (2025: 25%) | 12,593 | 10,176
Profits not assessable to corporation tax | (65) | (530)
Profit share allocation from partnership funds | 1,405 | 825
Unrecognised deferred tax | 647 | 37
Adjustments to previous periods | (2,589) | (1,204)
Differences on overseas tax rate | (6,506) | (5,178)
Expenses not deductible for tax purposes | 1,276 | 1,779
Other permanent differences | (47) | —
Other ― share-based payments | 534 | 344
Staff costs ― acquisitions | 424 | 1,210
Double tax relief | (133) | —
Total tax charge | 7,539 | 7,459

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% (2025: 25%), as the
majority of the Group’s trading activities are carried out in the UK.
184 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
11. Discontinued operations
Accounting policy:
The Group classifies non-current assets and disposal groups as held for sale where their
carrying amounts are expected to be recovered principally through a sale transaction
rather than through continuing use, and where the asset (or disposal group) is available for
immediate sale in its present condition subject only to terms that are usual and customary
for such disposals. Non-current assets and disposal groups classified as held for sale are
measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell
are the incremental costs directly attributable to the disposal of an asset (disposal group),
excluding finance costs and income tax expense.
Assets and liabilities classified as held for sale are presented separately as current items in
the consolidated statement of financial position. Further details regarding these assets and
liabilities are provided in note 31.
A disposal group qualifies as a discontinued operation if it is a component of an entity that
either has been disposed of, or is classified as held for sale, and:
ș It represents a separate major line of business or geographical area of operations
ș Is part of a single co-ordinated plan to dispose of a separate major line of business
or geographical area of operations
ș Is a subsidiary acquired exclusively with a view to resale
Discontinued operations are excluded from the results of continuing operations and are
presented as a single amount as profit or loss after tax from discontinued operations in
the consolidated statement of comprehensive income. Any impairment loss arising on
classification as held for sale is recognised immediately in profit or loss.
Key judgement:
On 20 March 2026, the Group committed to a plan to dispose of FCM, which represented
a separate and major line of the Group’s operations. Significant judgement was applied at
31 March 2026 in assessing whether FCM met the criteria to be classified as held for sale
and whether FCM qualified as a discontinued operation. Subsequently, on 11 June 2026,
the Group entered into an agreement to sell FCM, with completion expected during the third
quarter of 2026. Further details are provided in note 34.
Held for sale
Classification as held for sale requires that the sale is highly probable, including
management’s commitment to a plan to sell, an active programme to locate a buyer,
and an expectation that the sale will be completed within 12 months.
The Group assessed that FCM met the criteria to be classified as held for sale on the basis
that:
ș The carrying amount of FCM was expected to be recovered principally through a sale
transaction rather than through continuing use
ș FCM was available for immediate sale and could be sold to the buyer in its
current condition
ș The actions to complete the sale were initiated and the sale was assessed as
highly probable, with completion expected within 12 months from the date of initial
classification
ș An active programme to locate a buyer was in place, with a potential purchaser identified
and negotiations at an advanced stage, including the agreement of a letter of exclusivity
as at 20 March 2026
Discontinued operations
The Group further assessed whether FCM represented a discontinued operation. This
required judgement in determining whether FCM constituted a separate major line of
business or geographical area of operations.
FCM represented substantially all of the Group’s FCM operating segment and therefore
constituted a separate and major component of the Group’s operations. Accordingly, its
results and cash flows have been presented as a discontinued operation. Following its
classification as a discontinued operation, the FCM segment is no longer presented within
continuing operations in the segmental disclosures (see note 5).
185 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
11. Discontinued operations
The results of FCM for the year are presented below.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Revenue | 8,506 | 5,340
Expenses other than finance costs | (12,018) | (6,046)
Finance costs | (8) | (3)
Loss on discontinued operations before tax | (3,520) | (709)
Tax credit | 749 | 34
Loss on discontinued operations, net of tax | (2,771) | (675)

The statement of cash flows includes the following amounts relating to discontinued operations:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Operating activities | (2,475) | (529)
Investing activities | — | (1,000)
Financing activities | (8) | (3)
Net cash from discontinued operations | (2,483) | (1,532)

The major classes of assets and liabilities classified as held for sale at 31 March 2026 are
disclosed in note 31. Earnings per share on discontinued operations is disclosed in note 12.
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 26 “Own share reserve” and “Treasury share reserve”). Basic earnings per
share also excludes contingently returnable shares relating to the fulfilment of earn-out
consideration payable in shares for the Infrastructure Capital acquisition, as the shares
remain subject to substantive performance conditions (see note 8).
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, adjusted for the effects of all dilutive potential Ordinary
Shares into Ordinary Shares (see note 8 in respect of the Performance Share Plan).

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Earnings |  |
Profit for the period | 42,831 | 33,245
Add back loss on discontinued operations, net of tax |  |
(see note 11) | 2,771 | 675
Profit from continuing operations | 45,602 | 33,920
Adjustments (see note A3 in the appendices) | 6,925 | 13,115
Adjusted profit | 52,527 | 47,035

186 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
12. Earnings per share

|  | 31 March
| 31 March | 2025
| 2026 | as restated 1
| ‘000 | ‘000
Number of shares |  |
Weighted average number of shares in issue during the period | 116,348 | 116,318
Less time-apportioned own shares held | (410) | (327)
Less time-apportioned treasury shares held | (2,333) | (873)
Less time-apportioned earn-out consideration shares | (334) | —
Weighted average number of Ordinary Shares for the purpose of basic earnings per share | 113,271 | 115,118
Add back dilutive potential shares (as restated) |  |
Performance Share Plan* | 281 | 801
Weighted average number of Ordinary Shares for the purpose of diluted earnings per share | 113,552 | 115,919

|  | 31 March
| 31 March | 2025
| 2026 | as restated 1
| pence | pence
Earnings per share |  |
Basic | 37.9 | 28.9
Diluted 1 | 37.8 | 28.7
Earnings per share for continuing operations |  |
Basic | 40.3 | 29.5
Diluted 1 | 40.2 | 29.3
Adjusted basic | 46.4 | 40.9
Adjusted diluted 1 | 46.3 | 40.6

1. The weighted average number of Ordinary Shares used in the calculation of diluted earnings per share for the prior period has been
restated to correct the treatment of awards granted under the Performance Share Plan. In accordance with IAS 33 Earnings per Share,
such awards are treated as contingently issuable shares and are included in the diluted earnings per share calculation only to the extent
that the relevant performance conditions are satisfied at the reporting date, assessed as if that date were the end of the contingency
period. Following reassessment, only those awards that meet the inclusion criteria at the reporting date have been included in the diluted
earnings per share calculation. Other outstanding awards have been excluded in accordance with IAS 33 .
* The total number of Performance Share Plan options that could be potentially dilutive
is 3,453,928 (2025: 3,622,610) (see note 8). Based on the assessment of the relevant
performance conditions at the reporting date, only those awards that are considered dilutive
have been included in dilutive potential shares and will affect diluted earnings per share. If
the performance condition is achieved and 3,453,928 (2025: 3,622,610) awards vest, adjusted
diluted earnings per share would be 45.0 pence (2025: 39.6 pence).

| 31 March | 31 March
| 2026 | 2025
| pence | pence
Earnings per share for discontinued operations |  |
Basic loss from discontinued operations | (2.4) | (0.6)
Diluted loss from discontinued operations | (2.4) | (0.6)

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 Office equipment over two years
ș Fixtures and fittings over five 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.
187 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
13. Property, plant and equipment

|  | 31 March 2026 |  |  | 31 March 2025 |
| Fixtures, | Short |  | Fixtures, | Short |
| fittings and | leasehold |  | fittings and | leasehold |
| equipment | property | Total | equipment | property | Total
| £000 | £000 | £000 | £000 | £000 | £000
Cost |  |  |  |  |  |
At beginning of period | 1,009 | 6,741 | 7,750 | 1,253 | 6,122 | 7,375
Additions | 678 | 3,729 | 4,407 | 405 | 624 | 1,029
Foreign exchange movement | 29 | 6 | 35 | (20) | (5) | (25)
Disposals | (51) | — | (51) | (629) | — | (629)
At end of period | 1,665 | 10,476 | 12,141 | 1,009 | 6,741 | 7,750
Depreciation |  |  |  |  |  |
At beginning of period | 474 | 4,926 | 5,400 | 727 | 4,318 | 5,045
Depreciation charge for the year | 327 | 513 | 840 | 385 | 613 | 998
Disposals | (51) | — | (51) | (629) | — | (629)
Foreign exchange movement | 14 | (2) | 12 | (9) | (5) | (14)
At end of period | 764 | 5,437 | 6,201 | 474 | 4,926 | 5,400
Net book value at end of period | 901 | 5,039 | 5,940 | 535 | 1,815 | 2,350

188 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
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.
189 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
14. Intangible assets
Key judgement:
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 31 March 2026 and concluded there were no indicators
of impairment for the customer contracts (2025: indicators of impairment for customer
contracts acquired in Infrastructure Capital).
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
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 discounted cash flow (“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.
190 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
14. Intangible assets

|  |  | 31 March 2026 |  |  |  |  | 31 March 2025 |  |
| Computer |  | Customer |  |  | Computer |  | Customer |  |
| software | Brands | contracts | Goodwill | Total | software | Brands | contracts | Goodwill | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Cost |  |  |  |  |  |  |  |  |  |
At beginning of period | 734 | 161 | 52,594 | 17,238 | 70,727 | 668 | — | 52,140 | 17,872 | 70,680
Additions | 1,394 | — | — | — | 1,394 | 533 | — | 1,125 | — | 1,658
Business combinations (see note 30) | — | — | — | — | — | — | 161 | 1,051 | 91 | 1,303
Re-classified to non-current assets |  |  |  |  |  |  |  |  |  |
held for sale 1 | — | (161) | (1,051) | (91) | (1,303) | — | — | — | — | —
Disposals | — | — | — | — | — | (466) | — | — | — | (466)
Foreign exchange movement | — | — | 1,875 | 786 | 2,661 | (1) | — | (1,722) | (725) | (2,448)
At end of period | 2,128 | — | 53,418 | 17,933 | 73,479 | 734 | 161 | 52,594 | 17,238 | 70,727
Amortisation/impairment |  |  |  |  |  |  |  |  |  |
At beginning of period | 101 | — | 17,261 | — | 17,362 | 528 | — | 8,788 | — | 9,316
Charge for the year 1 | 125 | 54 | 3,842 | — | 4,021 | 37 | — | 2,930 | — | 2,967
Impairment | — | — | — | — | — | — | — | 9,275 | — | 9,275
Reversal of impairment | — | — | — | — | — | — | — | (2,930) | — | (2,930)
Re-classified to non-current assets |  |  |  |  |  |  |  |  |  |
held for sale 1 | — | (54) | (210) | — | (264) | — | — | — | — | —
Disposals | — | — | — | — | — | (466) | — | — | — | (466)
Foreign exchange movement | — | — | 776 | — | 776 | 2 | — | (802) | — | (800)
At end of period | 226 | — | 21,669 | — | 21,895 | 101 | — | 17,261 | — | 17,362
Net book value at end of period | 1,902 | — | 31,749 | 17,933 | 51,584 | 633 | 161 | 35,333 | 17,238 | 53,365

1. The amortisation charge for the year includes £264,000 (2025: £nil) relating to discontinued operations. Upon classification as held for sale, the associated net book value was transferred to assets held for sale and ceased to be amortised. See note 11.
191 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
14. Intangible assets
Customer contracts
The table below shows the carrying amount assigned to each component of customer contracts
and the remaining amortisation period.

| Remaining | Carrying
| amortisation | amount
| period | £000
Acquisition of Infrastructure Capital | 13.3 years | 14,945
Acquisition of Downing’s technology ventures business | 11.3 years | 8,226
Acquisition of Healthcare share class of Thames Ventures VCT 2 plc | 11.3 years | 984
Acquisition of PiP Manager Limited | 14.4 years | 2,069
Acquisition of Wellspring | 16.9 years | 5,525
|  | 31,749

Impairment of intangible assets (customer contracts)
Year ended 31 March 2026
No indicators of impairment have been identified for the customer contracts acquired at
31 March 2026.
Year ended 31 March 2025
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 and EIT in September 2025. 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 led to the Group reassessing the useful life of the funds. 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 calculation 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. 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 £2,930,000 of the initially recognised
impairment.
Goodwill
The table below shows the carrying amount of goodwill.

| Carrying
| amount
| £000
Acquisition of Infrastructure Capital 1 | 11,396
Acquisition of Downing’s technology ventures business | 6,537
| 17,933

1. 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.
Goodwill is allocated between CGUs at 31 March 2026 as follows: £11,396,000 from the
acquisition of Infrastructure Capital to the Real Assets operating segment CGUs and £6,537,000
from the acquisition of Downing’s technology ventures business to the Private Equity operating
segment CGUs. Goodwill of £91,000 from the acquisition of WHEB is allocated to the FCM
operating segment CGUs and has been re-classified to non-current assets held for sale
(see note 31).
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
19 June 2026. The plan will be fully ratified at the upcoming Board meeting on 31 July 2026.
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.
192 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
14. Intangible assets
The terminal growth rates applied are based on the Group’s estimate of the terminal growth
rates of the relevant markets and do not exceed the long-term average growth rates for the
sectors in which the CGUs operate.
The following key assumptions were applied in the value in use calculation:

| Real Assets | Private Equity
| CGUs | CGUs
Post-tax discount rate 1 | 13.3% | 14.2%
Terminal growth rate | 2% | 2%
Average EBITDA margin | 48.4% | 34.4%

1. Using a pre-tax discount rate of 17.4% (Real Assets) and 18.4% (Private Equity) on pre-tax cash flows does not produce a materially
different result.
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 £472.1 million (2025: £337.6 million) in the Real
Assets CGUs and £130.5 million (2025: £161.8 million) in the Private Equity 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.
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 considers 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.
193 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
15. Investments at FVTPL

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | 5,420 | 4,726
Additions | 1,452 | 1,266
Fair value movements | 278 | 75
Sales proceeds | (121) | (647)
At end of period | 7,029 | 5,420

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 +/- 10%, then the valuation of the investments would change by +/- £703,000 (2025:
+/- £542,000).
16. 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 judgement:
When deciding whether placement agency fees are incremental to obtaining, extending
or modifying a contract with a customer, the Group must consider whether an individual
investor is the customer or whether the fund that the investor is investing into is the
customer. Where the individual investor is the customer, the fees will be incremental.
Where the customer is the fund, the fees for the individual investor would not be
incremental.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Incremental placement agency fees, of which: | 4,722 | 5,763
Non-current assets | 3,833 | 4,903
Current assets | 889 | 860

194 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
17. 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 expected
credit losses (“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.
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.
195 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
17. Trade and other receivables

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Trade receivables | 27,376 | 26,608
Other receivables | 8,056 | 7,347
Prepayments | 4,324 | 4,523
Staff advances | 500 | 400
Tax receivable | 4,095 | —
| 44,351 | 38,878
Less non-current assets: |  |
Trade receivables | 1,261 | 1,239
Staff advances | 500 | 100
| 1,761 | 1,339
Current assets: |  |
Trade receivables | 26,115 | 25,369
Other receivables | 8,056 | 7,347
Prepayments | 4,324 | 4,523
Staff advances | — | 300
Tax receivable | 4,095 | —
| 42,590 | 37,539

The Group considers that the carrying value of trade receivables, other receivables and staff
advances approximates to their fair value. Staff advances have been made in order to retain
key staff and are expensed over five years in line with the contractual terms of the advances
but are repayable if the relevant individual leaves the Group.
The ageing profile of the Group’s trade receivables is as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Current | 23,802 | 23,470
Overdue |  |
< 30 days | 441 | 55
30-60 days | 747 | 276
60-90 days | 150 | 391
> 90 days | 2,236 | 2,416
| 27,376 | 26,608

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

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | 467 | 61
Written off during the period as uncollectible | (192) | (13)
Increase during the period | 72 | 419
At end of period | 347 | 467

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.
196 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
17. Trade and other receivables
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 29 for management of credit risk.
18. 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
| 2026 | 2025
| £000 | £000
Cash at banks and on hand | 19,041 | 25,419
Short-term deposits | 22,774 | 17,833
| 41,815 | 43,252

19. 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
| 2026 | 2025
| £000 | £000
Trade payables | 1,490 | 1,637
Accruals | 20,931 | 19,972
Deferred income | 12,946 | 11,493
Other payables | 1,949 | 5,894
VAT and PAYE | 1,460 | 2,544
Corporation tax | 1,008 | 2,933
Partnership capital contributions | 839 | 947
| 40,623 | 45,420

Trade and other payables comprise amounts outstanding for trade purchases and
ongoing costs.
197 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
19. Trade and other payables
All trade and other payables mature within 12 months after the reporting period. The Group
considers 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.
20. 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.
Loans and borrowings arose from the acquisition of PiP Manager Limited in the year ended
31 March 2021.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Loans and borrowings, of which: | 252 | 380
Non-current liabilities | 122 | 242
Current liabilities | 130 | 138

Terms and debt repayment schedule

|  |  |  | 31 March
|  |  |  | 2026
|  | Nominal |  | Carrying
|  | interest | Year of | amount 1
| Currency | rate | maturity 2 | £000
Unsecured loan | GBP | Base rate + 2% | 2027 | 252

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 2026 |  |  |  | 31 March 2025 |
| Less than | One to | Two to |  | Less than | One to | Two to
Total | one year | two years | five years | Total | one year | two years | five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
252 | 130 | 122 | — | 380 | 138 | 121 | 121

The movement on the loans may be summarised as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | 380 | 509
Interest | 18 | 29
Repayment – principal | (110) | (121)
Repayment – interest | (36) | (37)
At end of period | 252 | 380

For more information about the Group’s exposure to interest rate risk, see note 29.
198 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
21. Lease liabilities and right-of-use assets
Accounting policy:
The right-of-use asset is initially measured at cost, comprising the initial lease liability,
adjusted for any lease incentives received, initial direct costs incurred and an estimate
of restoration (dilapidation) obligations. It is subsequently measured at cost less
accumulated depreciation and impairment losses and is adjusted for any remeasurement
of the related lease liability.
The lease liability is subsequently measured using the effective interest method and
reduced by lease payments made. The carrying amount is remeasured to reflect changes
in lease terms, lease payments (including those arising from changes in an index or rate)
or assessments of purchase options. Where a lease modification increases the scope of
the lease for consideration commensurate with the standalone price, it is accounted for
as a separate lease; otherwise, the lease liability is remeasured using a revised discount
rate at the modification date.
Depreciation of right-of-use assets and interest on lease liabilities are recognised in the
statement of comprehensive income. Lease payments are allocated between principal
and interest, with the interest element presented within financing activities in the
statement of cash flows.
Lease incentives, including rent-free periods and cash payments, are recognised as part
of the measurement of the right-of-use asset and lease liability. Short-term leases and
leases of low-value assets are not recognised on the statement of financial position and
are expensed on a straight-line basis over the lease term within administrative expenses.
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 23).
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 ended 31 March 2026, the Group entered into a new ten-year lease for Level 7
of The Shard, which included lease incentives in the form of a cash payment and a rent-free
period. This arrangement has been accounted for as a new lease.
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
| 2026 | 2025
| £000 | £000
Right-of-use asset |  |
At beginning of period | 16,506 | 5,768
Additions | 13,034 | 632
Lease incentives received | (1,095) | —
Lease modifications | 87 | 12,309
Lease adjustments | 158 | —
Depreciation | (2,675) | (2,156)
Foreign exchange movement | 82 | (47)
At end of period | 26,097 | 16,506
Lease liability |  |
At beginning of period | 19,062 | 7,262
Additions | 12,653 | 632
Lease modifications | 87 | 12,309
Lease adjustments | 86 | —
Lease payment | (2,532) | (2,162)
Interest | 1,520 | 1,050
Foreign exchange movement | 41 | (29)
At end of period | 30,917 | 19,062
Current | 864 | 1,146
Non-current | 30,053 | 17,916

The lease payment in the year has been split £1,012,000 (2025: £1,112,000) of principal and
£1,520,000 (2025: £1,050,000) of interest.
199 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
21. 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 2026 |  |  |  |  | 31 March 2025 |  |
| Less than | One to | Two to | More than |  | Less than | One to | Two to | More than
Total | one year | two years | five years | five years | Total | one year | two years | five years | five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
42,349 | 2,895 | 4,757 | 18,844 | 15,853 | 27,385 | 2,378 | 1,879 | 8,882 | 14,246

The following are the amounts recognised in the statement of comprehensive income:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Depreciation expense on right-of-use assets | 2,675 | 2,156
Interest expense on lease liabilities | 1,520 | 1,050
| 4,195 | 3,206

The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application was 6.39% (2025: 6.77%).
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 2026 was £37,000 (2025: £41,000).
200 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
22. 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 and the Healthcare share class of Thames
Ventures VCT 2 plc which completed during the year ended 31 March 2025. Acquisition-related liabilities from the WHEB acquisition have been re-classified to liabilities associated with assets held
for sale (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.
Estimation uncertainty for the year ended 31 March 2025:
Remuneration for post-combination services
Infrastructure Capital
As at 31 March 2025, the Group identified estimation uncertainty in relation to the accounting for deferred payments arising from the acquisition of Infrastructure Capital. These payments,
that are contingent on the recipients remaining employees of the Group for a specific period, 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% (2025: 3.7%).
The measurement period for the earn-out consideration ended on 30 September 2025 and had a final payout percentage of 65% (2025: 64%). As a result, a payment of £4,884,000 in cash
was made in November 2025. The expected payout percentage of the earn-out consideration payable in shares has remained unchanged at 0% (2025: 0%) (see note 8 for further details).
The performance earn-out has an expected payout percentage of 0% (2025: 0%) and the revenue earn-out has an expected payout percentage of 0% (2025: 0%).
As a result of the reassessment of the expected payout percentage during the year ended 31 March 2026, an increase in the expected remuneration liability of £113,000 (2025: decrease of
£60,000) was recognised.
This estimation uncertainty has been resolved as at 31 March 2026 and is therefore not considered a key source of estimation uncertainty at the current reporting date. However, the Group
has recognised a contingent liability in respect of this arrangement (see note 28 for further details).
201 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
22. Acquisition-related liabilities

|  | 31 March 2026 |  |  | 31 March 2025 |
|  | 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 | 1,258 | 4,227 | 5,485 | 2,059 | 2,771 | 4,830
Additions | — | — | — | 256 | — | 256
Arising in the period | — | 985 | 985 | — | 1,410 | 1,410
Payments | (902) | (4,884) | (5,786) | (1,012) | — | (1,012)
Interest | 25 | 54 | 79 | 75 | 106 | 181
Fair value movements | (203) | — | (203) | (120) | — | (120)
Reassessment of expected payout percentage | — | 113 | 113 | — | (60) | (60)
Re-classified to liabilities associated with assets held for sale | — | (644) | (644) | — | — | —
Foreign exchange movement | — | 149 | 149 | — | — | —
At end of period | 178 | — | 178 | 1,258 | 4,227 | 5,485
Current liabilities | 87 | — | 87 | 1,080 | 4,179 | 5,259
Non-current liabilities | 91 | — | 91 | 178 | 48 | 226

The following are the amounts recognised in the statement of comprehensive income:

|  | 31 March 2026 |  |  | 31 March 2025 |
| Continuing |  | Discontinued | Continuing |  | Discontinued
| operations |  | operations | operations |  | operations
|  | Remuneration for | Remuneration for |  | Remuneration for | Remuneration for
| Contingent | post-combination | post-combination | Contingent | post-combination | post-combination
| consideration | services | services | consideration | services | services
| £000 | £000 | £000 | £000 | £000 | £000
Arising in the period | — | 403 | 582 | — | 1,362 | 48
Interest | 25 | 40 | 14 | 75 | 106 | —
Fair value movements | (203) | — | — | (120) | — | —
Reassessment of expected payout percentage | — | 113 | — | — | (60) | —
| (178) | 556 | 596 | (45) | 1,408 | 48

202 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
22. 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 for
continuing operations are recognised within staff costs – acquisitions in the statement
of comprehensive income (see note 7). Remuneration for post-combination services for
discontinued operations are recognised within expenses other than finance costs in the loss
on discontinued operations in note 11.
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 2026.

|  | 31 March 2026 |  |  |  | 31 March 2025 |
| Less than | One to | Two to |  | Less than | One to | Two to
Total | one year | two years | five years | Total | one year | two years | five years
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
186 | 93 | 93 | — | 1,290 | 1,104 | 93 | 93

23. 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 21 for accounting policy.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | 895 | 855
Additions | 53 | —
Interest | 49 | 40
At end of period | 997 | 895

24. 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 10). 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.
203 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
24. Deferred tax assets and liabilities
The movement on the deferred tax account is as shown below:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | (9,027) | (11,710)
Recognised in statement of comprehensive income |  |
Tax expense | (4,071) | 2,624
Foreign exchange movement | (314) | 302
| (4,385) | 2,926
Recognised in equity |  |
Share-based payment reserve | (251) | 60
Arising on business combination |  |
Intangible asset (see note 30) | — | (303)
Re-classified to liabilities associated with assets held for sale | 197 | —
| 197 | (303)
At end of period | (13,466) | (9,027)

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

|  |  | 31 March 2026 |  |  |  |  | 31 March 2025 |  |
|  |  |  | Credited |  |  |  |  | Credited |
|  |  |  | to profit | Credited |  |  |  | to profit | Credited
| Asset | Liability | Net | or loss | to equity | Asset | Liability | Net | or loss | to equity
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Other temporary and deductible differences | 811 | (5,776) | (4,965) | (5,140) | (251) | 1,615 | (1,200) | 415 | (62) | 60
Business combinations – intangible asset | — | (8,501) | (8,501) | 1,069 | — | — | (9,442) | (9,442) | 2,686 | —
| 811 | (14,277) | (13,466) | (4,071) | (251) | 1,615 | (10,642) | (9,027) | 2,624 | 60

204 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
25. 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 £2,396,000 (2025: £2,328,000) .
26. Share capital and other reserves
Accounting policy:
Ordinary Shares are classified as equity. Incremental costs directly attributable to the
issue of new shares are shown in share premium as a deduction from the proceeds.

| 31 March |  | 31 March |
| 2026 | 31 March | 2025 | 31 March
| Number | 2026 | Number | 2025
| of shares | £ | of shares | £
Ordinary Shares of no par |  |  |  |
value allotted |  |  |  |
At beginning of period | 116,347,803 | — | 116,271,212 | —
Shares issued on vesting of the Performance Share Plan | — | — | 76,591 | —
At end of period | 116,347,803 | — | 116,347,803 | —

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 a sale of treasury shares is debited or credited to the share
premium account.

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
At beginning of period | 61,441 | 61,886
Premium on shares issued on vesting of the Performance Share Plan | — | 105
Sale of treasury shares 1 | 1,634 | (550)
At end of period | 63,075 | 61,441

1. During the year, the Company sold 2,005,347 (2025: 500,000) treasury shares with a cost of £7,515,000 (2025: £2,543,000) for
£9,149,000 (2025: £1,993,000).
205 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
26. Share capital and other reserves
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 2025, the remaining shares were no longer subject to forfeiture.
Consequently, a transfer of £8,103,000 (2025: £8,103,000) was made in the shares held in
escrow reserve.
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 2026, the total number of shares held in trust was 859,649 (2025: 724,751),
including 465,397 (2025: 385,895) of matching shares at a cost of £2,178,000 (2025:
£1,844,000), an increase of £334,000 (2025: £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 buyback programme on 27 October 2023 to buy back
Ordinary Shares in the capital of the Company. This buyback programme completed on
3 April 2025. On 10 April 2025, the Company announced a further share buyback programme
of up to £50 million over the next three years. The bought back shares are held in treasury and
have no voting rights or entitlement to dividends.
206 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
26. Share capital and other reserves
The movements in treasury shares during the period are shown below:

| 31 March |  | 31 March |
| 2026 | 31 March | 2025 | 31 March
| Number | 2026 | Number | 2025
| of shares | £000 | of shares | £000
At beginning of period | 2,565,176 | 10,280 | 236,492 | 967
Purchase of own shares 1 | 4,441,893 | 18,797 | 3,720,423 | 15,989
Transfer of treasury shares on exercise of share options 2 | (1,206,776) | (5,152) | (891,739) | (4,133)
Transfer on fulfilment of earn-out payable in shares for Infrastructure Capital acquisition 3 | (1,041,557) | (4,573) | — | —
Sale of treasury shares 4 | (2,005,347) | (7,515) | (500,000) | (2,543)
At end of period | 2,753,389 | 11,837 | 2,565,176 | 10,280

1. At 31 March 2026, 65,182 (2025: 41,730) shares at a cost of £229,000 (2025: £148,000) had been bought back but not paid in cash until April 2026 (2025: April 2025). Total cash paid for treasury shares during the year is £18,716,000 (2025: £15,841,000).
2. During the year, the FY23 (2025: FY22) PSP Grant vested and 1,206,776 (2025: 891,739) shares that were held in treasury at a cost of £5,152,000 (2025: £4,133,000) were utilised to service the exercised options.
3. In December 2025, the Group instructed 1,041,557 shares to be transferred out of treasury to settle its obligation of A$9.8 million in respect of the shares component of the Infrastructure Capital earn-out consideration.
4. During the year, the Company sold 2,005,347 (2025: 500,000) treasury shares with a cost of £7,515,000 (2025: £2,543,000) for £9,149,000 (2025: £1,993,000).
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 on the next page.
207 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
26. Share capital and other reserves

|  |  | 31 March 2026 |  |  |  | 31 March 2025 |
|  |  | Remuneration for |  |  |  | Remuneration for |
| Performance | Share | post-combination |  | Performance | Share | post-combination |
| Share Plan | Incentive Plan | services | Total | Share Plan | Incentive Plan | services | Total
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000
Cost |  |  |  |  |  |  |  |
At beginning of period | 3,548 | 1,087 | 6,073 | 10,708 | 2,957 | 736 | 10,744 | 14,437
Additions 1 | 2,270 | 400 | 1,140 | 3,810 | 1,918 | 351 | 3,432 | 5,701
Transfer on exercise of share options | (2,042) | — | — | (2,042) | (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 | — | — | (7,213) | (7,213) | — | — | (8,103) | (8,103)
At end of period | 3,776 | 1,487 | — | 5,263 | 3,548 | 1,087 | 6,073 | 10,708
Deferred tax |  |  |  |  |  |  |  |
At beginning of period | 251 | — | — | 251 | 191 | — | — | 191
Additions | — | — | — | — | 60 | — | — | 60
Deductions | (251) | — | — | (251) | — | — | — | —
At end of period | — | — | — | — | 251 | — | — | 251
Net value at end of period | 3,776 | 1,487 | — | 5,263 | 3,799 | 1,087 | 6,073 | 10,959

1. The additions for the year includes £179,000 (2025: £131,000) relating to discontinued operations.
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.
208 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
27. 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
| 2026 | 2025
| £000 | £000
Final dividend | 19,002 | 17,988
Interim dividend | 9,361 | 8,477
| 28,363 | 26,465

Year ended 31 March 2026
ș A final dividend of 16.8 pence per share in respect of the year ended 31 March 2025 was
paid on 3 October 2025 with an ex-dividend date of 18 September 2025 and a record date
of 19 September 2025
ș An interim dividend of 8.1 pence per share in respect of the year ended 31 March 2026 was
paid on 30 January 2026 with an ex-dividend date of 15 January 2026 and a record date of
16 January 2026
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
Dividends proposed by the Board of Directors to be approved by Shareholders (not recognised
as a liability at 31 March 2026):

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Final dividend | 22,092 | 19,571

ș A final dividend of 19.0 pence per share in respect of the year ended 31 March 2026 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
28. Commitments and contingencies
Contingent liabilities
The acquisition of Infrastructure Capital included earn-out consideration of up to
A$30.0 million, dependent on the achievement of management fee revenue targets for the
12-month period to 30 June 2025.
Following the end of the performance period, the Group assessed that A$19.6 million of
earn-out consideration was payable to the sellers. This amount has been settled through cash
and equity instruments, with the amount settled with equity instruments subject to potential
clawback and forfeiture provisions.
The residual balance of the earn-out consideration remains subject to dispute due to legal
proceedings initiated by the former majority shareholder given the maximum management fee
revenue target was not achieved. The Group has filed its defence and disputes the claims.
While there remains a possibility that additional amounts may become payable, based on
current information as at the date of this report,, the likelihood of a further outflow of economic
resources is not considered probable. Accordingly, no provision has been recognised in respect
of any additional consideration.
The potential exposure under the earn-out arrangement is capped at A$10.4 million although
the ultimate outcome remains uncertain.
209 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
29. Financial instruments – classification and measurement
Financial instruments presented below are classified in accordance with IFRS 9 as either measured at amortised cost or at fair value through profit or loss (“FVTPL”). The carrying amounts of financial
assets and financial liabilities within each category are presented below.
Financial assets

|  |  | 31 March 2026 |  |  |  |  | 31 March 2025 |  |
|  |  | Total |  |  |  |  | Total |  |
| Amortised |  | financial | Non-financial |  | Amortised |  | 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 | — | — | — | 5,940 | 5,940 | — | — | — | 2,350 | 2,350
Right-of-use assets | — | — | — | 26,097 | 26,097 | — | — | — | 16,506 | 16,506
Intangible assets | — | — | — | 51,584 | 51,584 | — | — | — | 53,365 | 53,365
Investments at FVTPL | — | 7,029 | 7,029 | — | 7,029 | — | 5,420 | 5,420 | — | 5,420
Deferred tax assets | — | — | — | 811 | 811 | — | — | — | 1,615 | 1,615
Contract costs | — | — | — | 4,722 | 4,722 | — | — | — | 5,763 | 5,763
Trade and other receivables | 35,932 | — | 35,932 | 8,419 | 44,351 | 34,355 | — | 34,355 | 4,523 | 38,878
Cash and cash equivalents | 41,815 | — | 41,815 | — | 41,815 | 43,252 | — | 43,252 | — | 43,252
Assets in disposal group classified as held for sale | — | — | — | 1,039 | 1,039 | — | — | — | — | —
| 77,747 | 7,029 | 84,776 | 98,612 | 183,388 | 77,607 | 5,420 | 83,027 | 84,122 | 167,149

210 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
29. Financial instruments – classification and measurement
Financial liabilities

|  |  | 31 March 2026 |  |  |  |  | 31 March 2025 |  |
|  |  | Total |  |  |  |  | Total |  |
| Amortised |  | financial | Non-financial |  | Amortised |  | 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 | 1,490 | — | 1,490 | — | 1,490 | 1,637 | — | 1,637 | — | 1,637
Other payables and partnership |  |  |  |  |  |  |  |  |  |
capital contributions | 2,788 | — | 2,788 | 15,414 | 18,202 | 6,841 | — | 6,841 | 16,970 | 23,811
Accruals | 20,931 | — | 20,931 | — | 20,931 | 19,972 | — | 19,972 | — | 19,972
Loans and borrowings | 252 | — | 252 | — | 252 | 380 | — | 380 | — | 380
Lease liabilities 1 | — | — | — | 30,917 | 30,917 | — | — | — | 19,062 | 19,062
Acquisition-related liabilities 1 | — | 178 | 178 | — | 178 | — | 1,258 | 1,258 | 4,227 | 5,485
Provisions | — | — | — | 997 | 997 | — | — | — | 895 | 895
Deferred tax liability | — | — | — | 14,277 | 14,277 | — | — | — | 10,642 | 10,642
Liabilities associated with assets held for sale | — | — | — | 841 | 841 | — | — | — | — | —
| 25,461 | 178 | 25,639 | 62,446 | 88,085 | 28,830 | 1,258 | 30,088 | 51,796 | 81,884

1. Lease liabilities and liabilities relating to remuneration for post-combination services (included within acquisition-related liabilities) fall outside the scope of IFRS 9. Accordingly, the prior year balances have been reclassified from the amortised cost and FVTPL categories to the
non-financial instruments column.
211 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
29. Financial instruments – classification and measurement
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 pages 41 to 42). 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 +/- 10% 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 +/- £703,000
(2025: +/- £542,000).
(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 £0.3 million of external debt at 31 March 2026 (2025: £0.4 million) related to the PiP acquisition (see note 20) 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.
The table below summarises the Group’s exposure to foreign currency translation risk at 31 March 2026. Included in the table are the Group’s financial assets, at carrying amounts, categorised
by currency.

|  | 31 March 2026 |  |  |  | 31 March 2025 |  |
| 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 | 868 | 412 | 66 | 1,346 | 879 | — | 140 | 1,019
Investments at FVTPL | 3,612 | — | — | 3,612 | 2,860 | — | — | 2,860
| 4,480 | 412 | 66 | 4,958 | 3,739 | — | 140 | 3,879

212 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
29. Financial instruments – classification and measurement
A 5% strengthening of sterling against the euro would reduce the net euro position and profit by
£41,000 (2025: £42,000). This assumes all other variables are held constant. A 5% strengthening
of sterling against the Australian dollar would reduce the net Australian dollar position and
profit by £21,000 (2025: £nil).
(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 19
ș Loans and borrowings, see note 20
ș Lease liabilities, see note 21
ș Acquisition-related liabilities: Contingent consideration, see note 22
(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
substantial banking institutions, the majority of which have credit ratings of A or above.
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.
The Group’s current objectives when maintaining capital are:
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 2026, please see the
Financial Review on page 33. 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.
213 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
29. Financial instruments – classification and measurement
At 31 March 2026, the Group held the following financial instruments measured at fair value:

|  | 31 March 2026 |  |  |  | 31 March 2025 |  |
| 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 | — | — | 7,029 | 7,029 | — | — | 5,420 | 5,420
Financial liabilities |  |  |  |  |  |  |  |
Acquisition-related liabilities: Contingent consideration | — | — | 178 | 178 | — | — | 1,258 | 1,258

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 |  |  |  |
| 2026 |  | Significant |  | Change in
| Fair value |  | unobservable |  | fair value
Asset class and valuation | £000 | Valuation technique | inputs | Sensitivity inputs unobservable input | £000
|  | The fair value is based on the closing NAV |  |  |
Investments at FVTPL | 7,029 | of underlying investments | NAV | +/-10% on closing NAV | +/- 703
Acquisition-related liabilities: Contingent |  | The fair value is a ratio of the closing NAV |  |  |
consideration | 178 | of the funds acquired to the NAV on acquisition | NAV | +/-10% on closing NAV | +/- 18

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).
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 – note 22
214 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
30. 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.
Acquisitions in the year ended 31 March 2026
The Group did not enter into any business combinations during the year ended 31 March 2026.
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.
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 was conditional on reaching a performance target on the
first anniversary of the completion date. On 27 March 2026, the Group concluded that the
performance conditions had not been met and, accordingly, no contingent consideration
was payable.
Deferred payments
The acquisition included 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.
For the year ended 31 March 2026, an expense of £596,000 (2025: £48,000) was recognised
in the statement of comprehensive income, with a corresponding liability of £644,000 (2025:
£48,000) at the reporting date. This liability has been included within the disposal group at
31 March 2026 (see note 31).
215 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
30. Business combinations
Identifiable assets acquired and liabilities assumed
The fair value of the identifiable net assets acquired at the acquisition date were as follows:

| Carrying | Fair | Recognised
| amounts | value | amounts
| £000 | £000 | £000
Intangible assets (customer contracts) | — | 1,051 | 1,051
Intangible assets (brands) | — | 161 | 161
Deferred tax liability | — | (303) | (303)
Total net assets acquired | — | 909 | 909

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.
The customer contracts, brands and goodwill have been included as intangible assets within the
disposal group at 31 March 2026 (see note 31).
31. Assets and liabilities of disposal group as held for sale
The assets and liabilities of operations classified as a disposal group as at 31 March 2026 are
as follows:

| 31 March | 31 March
| 2026 | 2025
| £000 | £000
Assets |  |
Intangible assets | 1,039 | —
Total assets | 1,039 | —
Liabilities |  |
Acquisition-related liabilities | 644 | —
Deferred tax liabilities | 197 | —
Total liabilities | 841 | —

The assets and liabilities of the disposal group relate to the disposal of FCM, as summarised in
note 11.
216 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Notes to the financial statements
For the year ended 31 March 2026
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 of consolidation (see note 2c).
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
| 2026 | 2025
| £000 | £000
Wages and salaries | 3,681 | 4,159
Other benefits | 74 | 42
Share-based payments | 646 | 666
| 4,401 | 4,867

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 2026, a further £650,000 (2025: £nil) of advances were made by Foresight
Group LLP and £550,000 (2025: £680,000) of the advances were expensed.
Management fee rebates
Gary Fraser, Chief Executive 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
(2025: £5,000) and £8,750 (2025: £8,750) respectively.
33. Ultimate holding company
Foresight Group Holdings Limited is the ultimate Parent Company of a group of companies
that form the Group presented in these financial statements. The Company is a company
incorporated and domiciled in Guernsey.
34. Subsequent events
On 11 June 2026, the Group announced that it had entered into an agreement to sell its
public markets investment division, FCM, to Guinness Global Investors. FCM had been
classified as a disposal group held for sale and presented as a discontinued operation at
31 March 2026 (see note 11). The disposal involves the transfer of FCM’s funds, representing
approximately £1.0 billion of Assets Under Management, being 7% of Group AUM as at
31 March 2026, together with 16 employees. As the disposal group was classified as held
for sale at the reporting date, the subsequent agreement to sell FCM is considered to provide
further evidence in respect of the classification and measurement of the disposal group at
31 March 2026. The transaction is expected to complete in the next financial year and had
not occurred by the date these financial statements were authorised for issue. Accordingly,
no adjustment has been made to the amounts recognised in these financial statements.
Since 31 March 2026, a further 1,770,500 shares were bought back for £7.3 million. The total
number of shares held in treasury is now 4,523,889.
217 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Alternative performance measures
In reporting financial information, the Group presents alternative performance measures
(“APMs”), which are not defined or specified under the requirements of IFRS.
The Group believes that these APMs, which are not considered to be a substitute for, or
superior to, IFRS measures, provide Stakeholders with additional useful information on the
underlying trends, performance and position of the Group and are consistent with how business
performance is measured internally. The APMs are not defined by IFRS and therefore may not
be directly comparable with other companies’ 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. While the Group appreciates that APMs are not considered to
be a substitute for, or superior to, IFRS measures, the Group believes the selected use of these
provides Stakeholders with additional information which will assist in the understanding of
the business.
The Group also presents adjusted profit which bridges between profit from continuing
operations and core EBITDA pre-SBP and is used for the calculation of adjusted earnings per
share and the Group dividend. Adjustments to profit for continuing operations to calculate
adjusted profit arise from business combinations and restructuring activities. To provide
greater transparency over the Group’s operating cost base, the Group also introduced core
administrative expenses and non-core administrative expenses. 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 adjusted out
of statutory profit after tax and/or adjusted profit.
Appendices to the financial statements
218 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
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.
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 profit from continuing operations and core EBITDA
pre-SBP and is used for calculation of adjusted earnings per share and the Group
dividend. Adjustments to profit for continuing operations 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 and brands, impairment charges, post-combination expenses for earn-outs and
acquisition-related 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.
219 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
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
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.
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 owners of the parent 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 owners
of the parent divided by adjusted profit for the period attributable to owners of the
parent 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 on
continuing operations.
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 on continuing operations.
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.
220 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
A1. Recurring revenue
Amounts shown below are derived from note 4 to the financial statements.
31 March
2026
£000
31 March
2025
£000
Management fees 127,697 117,357
Secretarial fees 3,066 2,694
Directors’ and monitoring fees 4,585 8,002
135,348 128,053
A2. Recurring revenue %
Amounts shown below are derived from note 4 to the financial statements.
31 March
2026
£000
31 March
2025
£000
Recurring revenue 135,348 128,053
Divided by total revenue 164,919 148,649
Recurring revenue % 82.1% 86.1%
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 and (reversal of) impairment in relation to intangible assets (customer contracts
and brands), 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
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 and brands), being directly related to the intangible assets recognised through
acquisitions
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 – 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
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 All other financing and taxation costs are added back
221 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
A reconciliation of profit from continuing operations to adjusted profit, and core EBITDA pre-SBP, is set out below:
31 March
2026
£000
31 March
2025
£000
Profit from continuing operations 45,602 33,920
Business combinations
Staff costs – acquisitions (excluding share-based payments) 556 1,408
Amortisation and impairment in relation to intangible assets (customer contracts and brands) 3,632 9,275
Fair value gains on contingent consideration (incl. finance expense) (178) (45)
Deferred tax on acquisitions and impairment of intangible assets (customer contracts and brands)
1
(1,004) (2,686)
Staff costs – acquisitions (share-based payments)
2
1,140 3,432
Restructuring activities
Non-operational staff costs and redundancy payments 1,756 1,440
Legal and professional – Group restructuring costs 1,023 291
Adjusted profit
3
52,527 47,035
Depreciation and computer software amortisation 3,640 3,191
Finance income and expense (excluding fair value gain on derivatives) 572 (382)
Other tax on profit on ordinary activities
1
9,292 10,179
Share-based payments – PSP, UK SIP and Phantom Plan
2
2,533 2,163
Core EBITDA pre-SBP
4
68,564 62,186
1. The total tax charge for the year is £8,288,000 (2025: £7,493,000), comprising £(1,004,000) (2025: £(2,686,000)) in respect of deferred tax on acquisitions and £9,292,000 (2025: £10,179,000) relating to all other tax charges.
2. Total share-based payments consist of staff costs – acquisitions (share-based payments) and other share-based payments totalling £3,673,000 (2025: £5,595,000). See note 8.
3. The sum of adjustments from profit for continuing operations to adjusted profit is £6,925,000 (2025: £13,115,000) for the purpose of adjusted basic and adjusted diluted earnings per share. See note 12.
4. Core EBITDA pre-SBP is attributable between operating segments as follows: £49,491,000 (2025: £39,912,000) to Infrastructure and £19,073,000 (2025: £22,274,000) to Private Equity. See note 5.
222 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
A4. Core EBITDA pre-SBP margin
31 March
2026
£000
31 March
2025
£000
Core EBITDA pre-SBP (see note A3) 68,564 62,186
Divided by total revenue (see note A2) 164,919 148,649
Core EBITDA pre-SBP margin % 41.6% 41.8%
A5. Core and non-core administrative expenses
31 March 2026 31 March 2025
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 64,573 4,289 68,862 59,761 3,603 63,364
Staff costs – acquisitions — 1,696 1,696 — 4,840 4,840
Amortisation in relation to intangible assets (customer contracts and brands) — 3,632 3,632 — 2,930 2,930
Depreciation and computer software amortisation — 3,640 3,640 — 3,191 3,191
Impairment of intangible assets (customer contracts) — — — — 9,275 9,275
Reversal of impairment of intangible assets (customer contracts) — — — — (2,930) (2,930)
Legal and professional 6,253 1,023 7,276 6,272 291 6,563
Other administration costs 15,991 — 15,991 14,229 — 14,229
86,817 14,280 101,097 80,262 21,200 101,462
Appendices to the financial statements
223 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
A6. Adjusted earnings per share
31 March
2026
£000
31 March
2025
£000
Earnings
Adjusted profit (see note A3) 52,527 47,035
Weighted average number of Ordinary Shares and earnings per share are derived from note 12
to the financial statements.
31 March
2026
‘000
31 March
2025
as restated
‘000
Number of shares
Weighted average number of Ordinary Shares for the purpose of
basic earnings per share 113,271 115,118
Weighted average number of Ordinary Shares for the purpose of
diluted earnings per share (as restated) 113,552 115,919
31 March
2026
pence
31 March
2025
as restated
pence
Adjusted earnings per share
Adjusted basic 46.4 40.9
Adjusted diluted (as restated) 46.3 40.6
A7. Dividend payout ratio
All dividends are derived from note 27 except for the proposed final dividend for the year
ended 31 March 2026, which has not yet been paid.
31 March
2026
£000
31 March
2025
£000
Interim dividend declared
1
9,424 8,610
Proposed final dividend 22,092 19,571
31,516 28,181
Divided by adjusted profit for the period (see note A3) 52,527 47,035
Dividend payout ratio 60% 60%
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 £9,361,000 (2025:
£8,477,000). See note 27.
A8. Dividend payout
All dividends are derived from note 27 except for the proposed final dividend for the year
ended 31 March 2026 which has not yet been paid.
31 March
2026
£000
31 March
2025
£000
Interim dividend declared (see note A7) 9,424 8,610
Final dividend proposed 22,092 19,571
31,516 28,181
Divided by total number of shares (see note 26) 116,348 116,348
Dividend payout (pence) 27.1 24.2
224 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
A9. AUM growth %
31 March
2026
£bn
31 March
2025
£bn
AUM at current period end 13.0 12.1
Less AUM at prior period end (12.1) (11.5)
1.0 0.6
Divided by AUM at prior period end 12.1 11.5
AUM growth % 8% 5%
Note the % has been subject to a rounding adjustment.
Appendices to the financial statements
225 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
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%
Foresight West Yorkshire Business Accelerator General Partner LLP UK LLP Scotland 100%
AIB Foresight SME 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%
Appendices to the financial statements
226 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
Domicile Type
Country of
registration Interest
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 Holdco 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%
Wellspring Finance Company Limited UK Company England & Wales 100%
Wellspring Management Services Limited UK Company England & Wales 100%
Foresight Group Holdings UK Finco Limited UK Company England & Wales 100%
Foresight Group Australia Holdco Pty Ltd Australia Company Australia 100%
Foresight Group Australia Bidco Pty Ltd Australia Company Australia 100%
Foresight Capital Holdings Pty Limited Australia Company Australia 100%
Foresight Australia Funds Management Limited Australia Company Australia 100%
Infrastructure Capital Services Pty Ltd Australia Company Australia 100%
Infrastructure Specialist Asset Management Limited Australia Company Australia 100%
Infra Asset Management Pty Limited Australia Company Australia 100%
Foresight Group CI Limited Guernsey Company Guernsey 100%
Foresight European Solar Fund GP Limited Jersey Company Jersey 100%
Foresight Holdco 2 Ltd 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 Services Company Limited UK Company England & Wales 100%
227 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
Appendices to the financial statements
Domicile Type
Country of
registration Interest
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 Europe Holdco Limited UK Company England & Wales 100%
Foresight Investment Group Ireland Limited Ireland Company Ireland 100%
Foresight Group Italia S.r.l. Italy Company Italy 100%
Foresight Group Investment Advisory Iberia SL Spain Company Spain 100%
Foresight European Solar Fund CIP GP Limited UK Company Scotland 100%
Foresight 1 VCT Limited UK Company England & Wales 100%
Foresight Energy VCT Limited UK Company England & Wales 100%
Foresight Venture Limited UK Company England & Wales 100%
Foresight Venture Capital Limited UK Company England & Wales 100%
Foresight VCT Investment Limited UK Company England & Wales 100%
Foresight Ventures VCT 2 Limited UK Company England & Wales 100%
228 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Additional Information
Financial Statements
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
Executive
Management
Definition provided under the FCA’s UK Listing Rules: “the executive
committee or most senior executive or managerial body below the board
(or where there is no such formal committee or body, the most senior
level of managers reporting to the chief executive), including the company
secretary but excluding administrative and support staff”
FCA Financial Conduct Authority
FCM Foresight Capital Management
FEIP Foresight Energy Infrastructure Partners
FG Australia Foresight Group Australia Pty Ltd
FGCI Foresight Group CI Limited
FGLLP Foresight Group LLP
FIIF FP Foresight UK Infrastructure Income Fund
Foresight/Foresight
Group/Group
Foresight Group Holdings Limited together with its direct and indirect
subsidiary undertakings
Foresight SICAV Foresight Global Real Infrastructure (Lux) Fund
FRIF Foresight Regional Investment Fund LP
FSFC Foresight Sustainable Forestry Company plc
FSFL Foresight Solar Fund Limited
FTE Full-Time Equivalent
FUM Funds Under Management
FVTPL Fair value through profit and loss
FY24/25/26 Year ended 31 March 2024/25/26
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
Glossary
229 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Glossary
IFRS International Financial Reporting Standard(s)
IPEV International Private Equity and Venture Capital
IPO Initial Public Offering
ISAE 3402 International Standard on Assurance Engagements – 3402,
Assurance Reports on Controls at a Service Organisation
ITS Foresight’s Inheritance Tax Solution
JLEN JLEN Environmental Assets Group
LSE London Stock Exchange
MAR Market Abuse Regulation, being the UK version of Regulation (EU) No.
596/2014 which has effect in English law by virtue of the European
Union (Withdrawal) Act 2018
Minority ethnic
background
Definition provided under the FCA’s UK Listing Rules: from one of the
following categories of ethnic background, as set out in the tables in
UKLR 6 Annex 1R(2), UKLR 14 Annex 1R(2), UKLR 16 Annex 1R(2) and UKLR
22 Annex 1R(2) , excluding the category “White British or other White
(including minority-white groups)”:
(a) Asian/Asian British
(b) Black/African/Caribbean/Black British
(c) Mixed/Multiple Ethnic Groups
(d) Other ethnic group
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
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
230 Foresight Group Holdings Limited Annual Report and Financial Statements FY26
Introduction
Strategic Report
Governance
Financial Statements
Additional Information
Corporate information
Registered number
51521
Directors
Bernard Fairman
(Executive Chairman)
Gary Fraser
(Chief Executive Officer, 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
Designed and produced by lyonsbennett.com
This report is printed on Nautilus which is made from FSC® recycled
certified post-consumer waste pulp. The FSC® label on this report
ensures responsible use of the world’s forest resources. Printed
sustainably in the UK by Pureprint, a CarbonNeutral® company with
FSC® chain of custody and an ISO 14001 certified environmental
management system recycling over 100% of all dry waste.
Foresight Group Holdings Limited
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
foresight.group