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
futureand 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
toShareholders
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. Whilstappreciating 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
forall 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
capitalby AUM
Supports capital allocation
up to
£50m
Share buyback
programme over
threeyears
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
acrosstheUK
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
fossilfuels in Europe
ș Between 2025-30, an 125% cumulative
increasein 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£15-20billion 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
fossilfuels 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
£15-20billion 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
thebusiness 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
completedacross battery storage,
solarandonshore wind
ș £6 million performance fees generated
fromAustralia
ș Foresight Natural Capital I (“FNC I”)
madeits first afforestation exit, generating
a1.8x multiple oninvestedcapital
ș 17 acquisitions completed with a
valueof£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
andtechnical 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
andregulation, 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
growingat 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 highlydependent
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
theyear.
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
anddevelopment 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
(3investment vehicles)
Venture Capital | £0.3bn
(8investment 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
internalcontrols
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
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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 redundancypayments
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
30June 2025, respectively
ș Amortisation in relation to intangible assets (customer contracts and brands) arising from
ourpreviousacquisitions
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
andongoing 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
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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 exce