Final Results

FIH group plc

("FIH" or the "Group")

Final Results

FIH, the AIM quoted international specialist services group with businesses in the Falkland Islands and the UK, is pleased to announce the Group's audited results for the year ended 31 March 2024 ("the period").

Highlights

·      Revenue broadly in line with prior year at £52.5 million (2023: £52.7 million)

·      Underlying pre-tax profit increasing by £0.2 million to £3.4 million (2023: £3.2 million).

·      Pre-tax profit of £2.8 million (2023: £4.0 million) including non-trading items.

·      Group cash balances of £9.7 million (2023: £12.8 million) reflecting timing differences in working capital and increased dividends paid compared to the prior year.

·      Underlying earnings per share of 19.4p (2023: 20.1p) reflecting increase in UK corporation tax from 19% to 25%.

·      A final dividend of 5.5 pence per share will be proposed at the forthcoming Annual General Meeting, taking the total regular dividend for the year to 6.75 pence per share (2023: 6.5 pence per share).

·      In order to maintain an appropriate balance between cash returns to shareholders and investment in the business, the Board will also be recommending a special dividend of 10.0 pence per share, to be paid with the proposed final dividend. This will take the total dividend for the year to 16.75 pence per share (2023: 6.5 pence).

Board and Governance

·      Nick Henry appointed non-executive director on 14 August 2023 and Chairman at the 2023 Annual General Meeting.

Stuart Munro, Chief Executive, said:

"For the period under review, the Group has delivered an underlying pre-tax profit that is marginally ahead of the prior year and the Board are proposing to return surplus cash to shareholders via a special dividend.  Looking ahead, we are focused on the challenges our businesses face in the current year and on taking prompt action to address them. Specifically, we are being impacted by delays in construction tender opportunities in the Falkland Islands, but the potential for these projects remains strong."

Enquiries:

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of the Company is Stuart Munro Chief Executive Officer of the Company.

Chairman's Statement

I am pleased to report an underlying pre-tax profit* for the year of £3.4m and a reported profit before tax of £2.8m.

Despite facing a complex and challenging global environment, a continued focus on operational excellence, together with the inherent resilience of our diversified business model, has sustained performance, ensuring the delivery of value to both shareholders and stakeholders.

I would like to extend my sincere thanks to the Board and our management teams and employees for their unwavering support and dedication throughout the year.

Dividend

Following the payment of an interim dividend of 1.25 pence per share in January 2024 and reflecting the increased profit in the second half of the year, a final dividend of 5.5 pence per share will be proposed at the forthcoming Annual General Meeting. This will take the total regular dividend for the year ended 31 March 2024 to 6.75 pence per share (2023: 6.5 pence per share).

In addition, the directors will also be proposing a special dividend of 10 pence per share, to be paid together with the final dividend, to maintain an appropriate balance between cash returns to shareholders and investment in the business.

Together with the interim dividend, the proposed final dividend and the special dividend, the total dividend for the year ended 31 March 2024 will be 16.75 pence per share (2023: 6.5 pence).

Board and Governance

I was delighted to join the Board as a non-executive director on 14 August 2023 and to assume the role of chairman following Robin Williams' resignation at the 2023 Annual General Meeting. My past business experience, particularly in sectors closely related to FIH Group's activities, will, I hope, prove beneficial as we navigate the Group through these evolving times.

As noted in the 2023 Chairman's statement, Holger Schröder was appointed as a non-executive director on 1 June 2023. His expertise and insights are already proving valuable, and we look forward to his continued contributions.

Outlook and strategy

In addition to meeting the challenges presented by the current economic and trading environment, the Board remains focused on strategic initiatives that will drive long-term growth and value for our shareholders.

Nick Henry
Chairman

7 August 2024

Strategic Report

Overview

Total revenue of £52.5 million was marginally below prior year, with growth in Portsmouth Harbour Ferry Company ("PHFC") offset by shortfalls in the Falkland Islands Company ("FIC") and in Momart.

Underlying profit before tax increased by 6% to £3.4 million (2023: £3.2 million) and pre-tax profit was £2.8 million (2023: £4.0 million).

Net cash inflow from operating activities was £2.0 million compared to £7.5 million in the prior year, largely due to timing differences on receipts and payments.

Group Trading Results for the Year Ended 31 March 2024

A summary of the trading performance of the Group is given in the table below.

*           Underlying pre-tax profit is defined as profit before tax before non-trading items.

**          As in prior years, the profits reported for each operating company are stated after allocation of head office management and plc costs which have been applied to each subsidiary consistently.

***         Non-trading items were comprised of the following:

-          £0.3 million accrual in Momart in respect of employee-related taxes relating to previous years (2023: £nil).

-          £0.2 million people-related costs in FIC for which management consider separate presentation is appropriate (2023: £0.1 million).

-          £0.2 million adverse fair value movements on derivative financial instruments (2023: £0.9 million favourable ).

-          £0.1 million release of old credit balances.

Group Operating Company Performance

Falkland Islands Company ("FIC")

Total revenue decreased by £0.4 million to £29.0 million with reductions in Falkland Building Services ("FBS") and Falklands 4x4 partially offset by improvements in Retail and Support Services. The number of rental properties remained broadly the same and hence the related revenue remained consistent.

Underlying profit before tax decreased to £1.7 million as a result of lower activity in FBS and Falklands 4x4, together with a change in the mix of activities in Support Services, which were partly offset by growth in tourism‑related business and lower overhead costs.

Reported profit before tax was £1.7 million (2023: £1.9 million).

FIC Divisional Activity

FBS activity was lower than the prior year, with a number of tender opportunities delayed, withdrawn by the client or not pursued for commercial reasons. On the contract to build a total of 70 houses for the Falkland Islands Government ("FIG") and the Ministry of Defence ("MOD"), the rate of production at the MOD Mount Pleasant Complex ("MPC") was lower than originally anticipated, due to third party delays in the provision of services to the building plots, although a total of 5 houses had been completed by year end. Progress on the Bennetts Paddock site for FIG was in line with expectations with 21 units completed.

Retail made good progress, but continued to be impacted by cost of living pressures. Revenue grew by 8% with most of the growth coming from the retail unit at MPC, tourism -related business and encouragingly, from the West Store food hall. Operations were also expanded by opening a seasonal trading market at the jetty where tourists arrive onto the island. The market also gave local small businesses the opportunity to promote and sell their products.

At Falklands 4x4, the decline in revenue reflected difficulties experienced in sourcing both new and used vehicles. 61 units were sold compared to 82 in the previous year and the supply issue also restricted availability for the rental fleet. Initiatives are underway to address the availability of vehicle stock.

In Support Services, revenue growth arose mainly in FIC's tourism business, Penguin Travel. Despite cruise ship passenger numbers remaining broadly in line with the prior year, investment in the bus fleet increased capacity and Penguin Travel's ability to capitalise on demand. In Property Rental, renovations to several houses restricted availability for part of the year, resulting in overall rental income remaining in line with the prior year.

FIC Key Performance Indicators and Operational Drivers

*           Re-presented to include FIC staff in the UK.

**          Includes ten mobile homes rented to staff.

***         Relates to kit home sales to third parties and excludes houses built under contract for Falkland Island Government.

Momart

Amid global economic uncertainty, art buyers returned to the safer havens of established artists with sellers having to be more pragmatic about their price expectations and buyers mulling much longer over major purchases. Despite this, Gallery Services delivered revenue growth through a series of proactive business development initiatives.

A squeeze on public finances saw reduced funding to institutions, whose ticket sales and related revenues were also impacted by the cost-of-living. Museum Exhibitions revenue was therefore slightly down on the prior year.

Demand for storage continues to be high with existing clients indicating their intention to continue with and expand their storage space, while enquiries from new clients are growing.

Underlying profit before tax remained at the same level as the previous year. Reported profit before tax was £0.7 million.

Momart Operating results

Momart Key Performance Indicators

Portsmouth Harbour Ferry Company ("PHFC")

Passenger numbers at PHFC were broadly in line with the prior year, with inflationary fare rises in April 2023 being largely responsible for revenue increasing by £0.4 million to £4.2 million.

Careful management of costs resulted in an underlying and reported profit before tax of £0.7 million (2023: £0.3 million).

A number of capital projects were completed within the year, most notably the complete replacement of the fenders at the Portsea pontoon and the dredging of berths at both the Gosport pontoon and the maintenance facility.

PHFC Operating results

PHFC Key Performance Indicators and Operational Drivers

* Total ferry fares divided by the total number of passengers

Trading Outlook

Demand for accommodation in the Falkland Islands continues to be strong, with a shortage of suitable housing units for both local residents and contractors on upcoming projects and potential new business ventures. These provide FIC with opportunities to grow by securing additional infrastructure projects, expanding on retail and travel services to the tourism market and investing further in the rental accommodation portfolio. In addition, the breadth and depth of capabilities within FIC puts the business in prime position to offer its services to those seeking to develop or enhance both existing and new activities in the Falkland Islands.

However, as announced in July 2024, trading in the current year for the FBS housing and construction division within FIC has been significantly impacted by delays in tender opportunities and to a lesser extent, the impact of third party delays in the provision of services to the building plots at MPC on the existing contract to build 70 houses for FIG and the MOD. In response, management focus is being directed towards securing delayed tender opportunities once issued, as well as securing other profitable construction work. In addition, we will evaluate the utilisation of any short-term spare capacity within FBS to expand our own rental accommodation portfolio.

Whilst trading conditions remain challenging for Momart, a renewed focus on business development and process efficiency is already yielding positive results and there are potential opportunities to expand the storage business.

As demonstrated this year at PHFC, available capacity means that future passenger growth can be accommodated without a commensurate increase in cost, which would further improve profitability. Opportunities to maximise secondary revenues continue to be targeted and costs and fare pricing will continue to be carefully managed.

Overall, the longer term outlook for the Group remains positive.

Group Strategy

The aim of the Board is to build a Group of greater scale, providing consistent earnings growth and cash generation that will provide shareholders with both predictable capital growth and regular dividend income. To deliver this, the Group strategy has three key strands:

Build the profits of the existing businesses back to and beyond the pre-COVID position. The underlying pre-tax profit for the year was only slightly ahead of last year and hence more remains to be done. However, it is an indication of the inherent resilience of the Group, resulting from its diverse range of activities, that the global economic situation has not had a more significant impact on the results.

Invest in developing the existing businesses. The Board continues to be focused on capitalising on potential opportunities for further work for FIG and the MOD, building on the £17.3 million housing contract awarded in November 2021. In addition, potential opportunities to maximise returns from existing FIC land assets are being explored. The potential for additional opportunities arising from the development of the Sea Lion oil field continues to progress with expressions of interest requested by the potential developer. However, the Board does not rely in its planning on any such development due to the uncertain and lengthy timescales involved and the undefined nature of any benefit which might accrue to FIC.

Explore the potential for strategic acquisitions. This could provide a step change in the scale of FIH, but acquisitions will only be considered if they either add to existing activities or bring growth potential from other attractive sectors, can be secured at an appropriate price and are within the capacity of the senior executive team to integrate and optimise without negatively impacting the performance of the existing businesses. A number of opportunities were reviewed during the year, but none met the required criteria.

Risk Management, Principal Risks and Impact

The Board is ultimately responsible for setting the Group's risk appetite and for overseeing the effective management of risk. The Group faces a diverse range of risks and uncertainties which could have an adverse effect on results if not managed. The principal risks facing the Group have been identified by the Board and the mitigating actions agreed with senior management and are discussed in the following table:

Financial Review

Revenue

Group revenue of £52.5 million was broadly in line with the previous year.

Operating Profit

Underlying operating profit was £4.0 million (2023: £4.0 million).

Non-trading items in the year of £0.4 million included a £0.3 million accrual in Momart in respect of employee-related taxes in respect of previous years and £0.2 million in people related costs in FIC, which were partly offset by a £0.1 million credit release relating to old credit balances in FIC. As a consequence, the operating profit was £3.6 million (2023: £3.9 million).

Net Finance Expense

The Group's net finance expense of £0.9 million was £1.0 million higher than the prior year, due mainly to the difference in the fair value movement of the Group's financial instrument to hedge against interest changes on Group borrowings.

Reported Pre-tax Profit

Reported pre-tax profit for the year ended 31 March 2024 was £2.8 million (2023: £4.0 million). The Group's underlying profit before tax before non-trading items was £3.4 million (2023: £3.2 million). Non-trading items in the year included £0.2 million adverse fair value movements on derivative financial instruments in addition to the items referred to above in operating income.

Taxation

Tax on current year profits decreased by £0.1 million from the prior year due to a lower level of assets eligible for capital allowances.

Earnings per Share

Basic and diluted earnings per share ("EPS") derived from reported profits was 15.7 pence per share (2023: 24.9 pence per share). Basic and diluted EPS derived from underlying profits was 19.4 pence per share (2023: 20.1 pence per share). The decrease in underlying EPS is due to the increase in UK corporation tax from 19% to 25%.

Balance Sheet

The Group's balance sheet remained strong, with total net assets growing to £45.1 million from £44.0 million in the previous year

Bank loans reduced to £12.3 million (2023: £13.3 million) as a result of scheduled loan repayments of £0.9 million. Group cash balances decreased to £9.7 million reflecting timing differences in working capital and higher dividends paid compared to the previous year. Consequently, net debt before lease liabilities increased to £2.6 million (2023: £0.5 million) which includes a mortgage on the Leyton property of £12.1 million (2023: £12.7 million).

The Group's outstanding lease liabilities totalled £6.1 million (2023: £6.4 million) with £4.2 million of the balance (2023: £4.6 million) relating to the 50-year lease from Gosport Borough Council and associated ground rent, which run until June 2061.

The net book value of the investment properties and undeveloped land of £7.7 million (2023: £7.9 million) had a fair value of approximately £12.8 million (2023: £12.6 million).

There were minor movements in inventory which represents stock held for sale.

Trade and other receivables of £10.9 million at 31 March 2024 were broadly in line with the prior year (2023: £10.2 million), with a £1.6 million increase in construction contract balances offsetting lower trade receivables. Construction contract balances increased due to timing differences on the finalisation and submission of applications for payment. Momart trading activity in March was lower than last year and trade receivables outstanding at year end were lower as a result.

Trade and other payables decreased by £2.6 million to £11.1 million (2023: £13.7 million). The majority of the reduction was due to the timing of a small number of large recurring payments around year end.

The Group's defined benefit pension liability decreased by £0.3 million which was mainly due to pension payments and a transfer out of the FIC defined benefit scheme. Finance costs on the scheme were largely offset by the re‑measurement of the pension liability.

Cash Flows

Net cash inflow from operating activities of £2.0 million was £5.5 million lower than the prior year. The reduction was largely due to an increase in working capital of £4.6 million, additional tax payments of £0.8 million and £0.3 million increase in non-trading items.

The working capital movement of £4.6 million in the year ended 31 March 2024 included a debtor of £2.2 million which was collected after the year end. The other main difference related to large payables at 31 March 2023 which were settled in the following year.

The Group's cash flows can be summarised as follows

* EBITDA is defined as earnings before interest and tax after adding depreciation and amortisation

Financing and Investing Activities

During the year the Group invested £2.2 million of capital expenditure, comprising plant and equipment and vehicles.

The bank and lease repayments were higher by £0.1 million in the year with more lease contracts in Momart.

Statement by the Directors under Section 172(1) Companies Act 2006

As an experienced Board, our intention is to behave responsibly and we consider that we, both as individuals and as a collective Board, as representatives of FIH group plc, during the year ended 31 March 2024 have acted in good faith, to promote the success of the Company for the benefit of its members as a whole, having regard to the wider stakeholders as set out in s172 of the Companies Act.

Section 172 (1) of the Companies Act obliges the directors to promote the success of the Company for the benefit of the Company's members as a whole.

The section specifies that the directors must act in good faith when promoting the success of the Company and in doing so have regard (amongst other things) to:

a)       the likely consequences of any decision in the long term;

b)       the interests of the Company's employees;

c)       the need to foster the Company's business relationship with suppliers, customers and others;

d)       the impact of the Company's operations on the community and environment;

e)       the desirability of the Company maintaining a reputation for high standards of business conduct; and

f)       the need to act fairly as between members of the Company.

The Board is collectively responsible for the decisions made towards the long-term success of the Company and how the strategic, operational and risk management decisions have been implemented throughout the business is detailed in this Strategic Report.

Stakeholder Engagement

The directors engage with the Group's stakeholders on material issues relating to their business, taking into consideration current and future events and principal decisions. The engagement supports the directors in understanding the impact of their decisions and identify any material issues. This aligns with the Group's purpose and strategy. The details of the Group's interaction with its wider stakeholders are as follows:

Customers:

FIC demonstrates its customer focus through surveys and regular meetings with key customers to understand their requirements and to build long-term relationships. During the financial year ended 31 March 2024, Board members met with the Governor of the Falkland Islands and the Chief Executive of FIG. They also met with the UK MOD.

PHFC maintains close contact with its customer base via social media and regularly tweets and posts information about local events of interest to the local community and visiting tourists. PHFC also maintains close links to the Navy based in Portsmouth.

Momart engage with industry working groups to propose and implement sustainability improvements in delivering fine art logistics services.

Colleagues:

We have an experienced, diverse and dedicated workforce which we recognise as a key asset of our businesses. Therefore, it is important that we continue to create the right environment to encourage and create opportunities for individuals and teams to realise their full potential.

We have an open, collaborative and inclusive management structure and engage regularly with our employees. We do this through an appraisal process, structured career conversations, employee surveys, company presentations and away days.

Suppliers:

The Board acknowledges that a strong business relationship with suppliers is a vital part of growth. Across the Group, we aim to build long-term relationships with our suppliers that help ensure the continued delivery of the high-quality services the Group provides. We are clear about our payment practices. We expect our suppliers to adopt similar practices throughout their supply chains to ensure fair and prompt treatment of all creditors. All suppliers are vetted to ensure compliance with the Group's zero tolerance approach to modern slavery.

Communities:

We are committed to supporting the communities in which we operate, including local businesses, residents and the wider public.

In the Falkland Islands and in Gosport/Portsmouth (where PHFC provide the ferry service), the subsidiaries of the Group work closely with local communities. Momart, is an active and founding member of several art communities and its employees give talks at conferences, sharing their experiences on the import and export of artwork.

We engage with the local communities in Gosport/ Portsmouth and in the Falkland Islands through our community donations and providing employment and work experience opportunities.

PHFC also work closely with local government to ensure representation in local transport developments.

Environment:

The Group is committed to doing its part to protect the local and global environment, minimising the environmental impacts of its activities, products and services, and to the continual improvement of its environmental performance.

Steps already taken include:

FIC

•        Use of ground heat source systems on new housing developments and fitting solar panels.

•        Elimination of plastic bags from all retail outlets and use of paper cups, straws, and other recyclable packaging in the FIC cafes wherever possible.

•        LED lighting in offices, warehouses and retail outlets.

•        Utilisation of best practice insulation methods for building construction and renovation.

Momart

•        An accredited member of the Galleries Climate Coalition, one of only two Fine Art Shippers to have attained this level.

•        Engaged a specialist consultancy to analyse all current impacts and further develop the existing overall environmental strategy.

•        Conversion of vehicles to meet the Euro 6 emissions standard.

•        LED lighting and movement sensors across all warehouse units.

•        Renewable energy from solar panels installed at the Leyton warehouse unit 14.

•        Sourcing of materials for packing cases from sustainable sources wherever possible.

•        Wood waste repurposed or burnt for energy rather than going to landfill.

PHFC

•        Installation of new exhaust cleaners on the vessels reducing NOx and Co2 emissions.

•        Smart LED lighting across the estate.

•        Provision of coffee cup recycling.

•        Investigation of smart apps to promote environmentally friendly journey planning.

Governments and Regulatory Authorities

FIC's work brings us into regular contact with the MOD, FIG and local authorities, as we deliver construction projects, repairs and other work. We strive to be proactive and transparent, consulting with them to ensure that our planning reflects local sensitivities.

PHFC staff attend meetings with local government members and Gosport Borough Council.

The Momart Business Process and Compliance Manager attends industry forums, such as Logistics UK, discussing developments in the industry with the forum and any attending HMRC officers. The Momart Security Manager liaises with the Civil Aviation Authority to ensure that Momart's security procedures and staff training remain compliant.

Media

All businesses are active on social media, using X (formerly known as Twitter), Instagram, LinkedIn and Facebook.

Non-governmental Organisations:

PHFC is a Heritage Committee member.

Momart is a member of the UK Registrars' Group, which is a non-profit association providing a forum for the exchange of ideas and expertise between registrars, collection managers and other museum professionals in the United Kingdom, Europe and worldwide.

Momart representatives attend the UK Registrars' Group conference and the European Registrars' Group conference and speak on issues such as customs procedures, Brexit, or specialised export licences, such as the "Convention on International Trade in Endangered Species of Wild Fauna and Flora", and includes the import export of items made out of ivory, rosewood, tortoiseshell, ebony and mahogany.

With over 40 years of experience and expertise in handling, transportation and storage of art, Momart has held a Royal Warrant for work with the Royal Collection since 1993.

Momart is a founding member of ARTIM, "The Art Transporter International Meeting" and attends the annual conference to discuss the best practices and the key business issues concerning the packing, transportation and movement of works of art.

Shareholders and Analysts:

The Board places equal importance on all shareholders and recognises the significance of transparent and effective communications with them. The Company values the views of its shareholders, and the directors are keen to engage and work with them so that they are aligned with the strategy for the growth of the business.

The primary communication tool with shareholders is through the Regulatory News Service ("RNS") on regulatory matters and matters of material substance. The Company's website provides details of the business, investor presentations, details of the Board and Board Committees, changes to major shareholder information and QCA Code disclosure updates under AIM Rule 26. Changes are published promptly on the website to enable shareholders to be kept abreast of Company's affairs. The Company's Annual Report and Notice of Annual General Meetings (AGM) are available to all shareholders. The Interim Report and other investor presentations are also available on the Company's website.

The AGM is an annual opportunity for shareholders and analysts to meet the Board face-to-face and receive an update on the business. There is full transparency of the voting on the resolutions at the AGM, with the Company disclosing the proxy votes received on each resolution in the RNS released shortly after the AGM.

Beyond the Annual General Meeting, the Chief Executive, Chief Financial Officer and the Chairman offer to meet with all significant shareholders after the release of the half year and full year results. The Chief Executive, Chief Financial Officer and the Chairman are the primary points of contact and are available to answer queries over the phone or via email from shareholders throughout the year.

Debt Providers:

The Group has several debt facilities provided by HSBC, who are kept fully informed on all relevant areas of the business, through regular meetings and presentations. The relationship with HSBC dates back to the Company's incorporation in 1997.

Maintaining High Standards of Business Conduct

FIH is incorporated in the UK and governed by the Companies Act 2006. The Board guides management and the employees to conform with relevant statutory and regulatory provisions in the United Kingdom and the Falkland Islands.

The Company has adopted the Quoted Companies Alliance Corporate Governance Code 2018 which the Board believes is the most appropriate corporate governance code for FIH. The Board recognises the importance of maintaining a good level of corporate governance, which together with the requirements to comply with the AIM Rules ensures that the interests of the Company's stakeholders are safeguarded.

The Group is committed to maintaining the highest standards of ethics and integrity in conducting its business. It is committed to operating legally, honestly, and fairly across all the businesses within the Group and requires all employees to carry out their duties in accordance with these principles.

The Group has a zero-tolerance attitude to bribery, fraud, dishonesty, illegal or improper activity amongst its employees, partners, subcontractors, or suppliers.

Accordingly, our objectives are to:

•        Comply with all laws and regulations applicable to our business activities.

•        Ensure that all business activities across the Group are conducted in an ethical manner.

•        Maintain and protect the reputation of the Group with clients, suppliers, contractors, employees, and all other parties with whom the Group has dealings or who may be affected by our activities.

•        Provide our staff with guidance on how to perform their duties and, where appropriate, training to equip them with the skills to identify and report any improper activities.

The Strategic Report has been approved by the Board of Directors.

Stuart Munro
Chief Executive

7 August 2024

Directors' Report

The directors present their annual report and the financial statements for the Company and for the Group for the year ended 31 March 2024.

Results and Dividend

As set out in the Consolidated Income Statement, the Group profit for the year after taxation amounted to £1,966,000 (2023: £3,122,000). Basic earnings per share were 15.7 pence (2023: 24.9 pence).

The Board is pleased to announce that a final dividend of 5.5 pence per share will be recommended for approval at the Annual General Meeting. Together with the interim dividend of 1.25 pence paid on 12 January 2024, the proposed dividend will take the total dividend for the year ended 31 March 2024 to 6.75 pence per share (2023: 6.5 pence).

In addition, the Board is pleased to announce that it will be recommending a special dividend of 10 pence per share for approval at the Annual General Meeting. The Board believes in maintaining an appropriate balance between cash returns to shareholders and investment in the business and following a review of the Group's net cash position, it has decided to declare a special dividend of 10 pence per share amounting to a total of £1,251,990 to be returned to shareholders.

Together with the interim dividend, the proposed final dividend and proposed special dividend, the total dividend for the year ended 31 March 2024 will be 16.75 pence per share (2023: 6.5 pence).

Principal Activities

The business of the Group during the year ended 31 March 2024 was general trading in the Falkland Islands, the operation of a passenger ferry across Portsmouth Harbour and the provision of international arts logistics and storage services. The principal activities of the Group are discussed in more detail in the Strategic Report.

The principal activity of the Company is that of a holding company.

Qualifying Indemnity Provisions

A Directors' and Officers' Liability Insurance policy is maintained for all directors and each director has the benefit of a Deed of Indemnity.

Future Developments

Details of future developments are presented within the Strategic Report.

Matters of Strategic Importance

Details of matters of strategic importance are presented within the Strategic Report.

Financial risk management

Details of the Group's financial instruments and its policies with regard to financial risk management are given in note 26 to the financial statements.

Directors

The directors of the Company who served during the year and to the date of this report were as follows:

Nick Henry (appointed 14 August 2023)
Robin Williams (resigned 28 September 2023)
Stuart Munro
Reuben Shamu
Robert Johnston
Dominic Lavelle
Holger Schröder (appointed 1 June 2023)
Relevant details of the directors, which include committee memberships, are set out on pages 21 and 22.

Directors' Interests in Shares

The interests of the directors, their immediate families and related trusts in the shares of the Company according to the register kept pursuant to the Companies Act 2006 were as shown below:

*           Robert Johnston holds 60,000 shares in his own name, and as he is also the representative of the Company's largest shareholder, "The Article 6 Marital Trust, created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07", which holds 3,596,553 Shares, Robert Johnston is interested in 3,656,553 shares in total, representing 29.2 percent of the Company's 12,519,900 total voting rights.

**          Holger Schröder is the representative of Janser Group which holds 1,451,998 shares and a further 125,327 held personally by Martin Janser, representing 12.6% of the ordinary share capital of FIH.

At 31 March 2024, Stuart Munro had 55,814 LTIP share options with an exercise price of 10 pence, a 3-year vesting period and an expiry date of 3 December 2026. No other directors have any share options.

The exercise of LTIP awards is subject to achieving share price performance and earnings targets which have been determined by the Remuneration Committee, after discussion with the Company's advisers. No LTIP share options were granted during the year.

Share Capital and Substantial Interests in Shares

During the year, no shares were issued. Further information about the Company's share capital is given in note 25. Details of the Company's executive share option scheme can be found in note 24.

The Company has been notified of the following interests in 3% or more of the issued ordinary shares of the Company as at 7 August 2024:

Health and Safety

The Group is committed to the health, safety and welfare of its employees and third parties who may be affected by the Group's operations. The focus of the Group's effort is to prevent accidents and incidents occurring by identifying risks and employing appropriate control strategies. This is supplemented by a policy of investigating and recording all incidents. The Board reviews Health and Safety performance at every Board meeting.

Employees

The Board is aware of the importance of good relationships and communication with employees. The Board also recognises the importance of communication with employees to motivate them and involve them fully in the business. Staff are kept informed of major developments and are encouraged to discuss these matters openly within the Company. Where appropriate, employees are consulted about matters which affect the progress of the Group and which are of interest and concern to them as employees.

Members of the Board regularly engage with FIC, Momart and PHFC senior management employees to update them on Group matters and to ensure that they feel engaged in the Group. Members of the Board also visit Momart and PHFC regularly to engage with senior management employees. As part of the regular communication with employees, emphasis is placed on developing greater awareness of the financial and economic factors which affect the performance of the Group. Employment policy and practices in the Group are based on non-discrimination and equal opportunity irrespective of age, race, religion, sex, gender identity, sexual orientation, colour and marital status.

In particular, the Group recognises its responsibilities towards disabled persons and does not discriminate against them in terms of job offers, training or career development and prospects. If an existing employee were to become disabled during the course of employment, every practical effort would be made to retain the employee's services with whatever retraining is appropriate.

The Group's pension arrangements for employees are summarised in note 23.

Suppliers

Information regarding the Group's engagement with suppliers is included in the Directors' statement under Section 172 of the Companies Act 2006.

The policy of the Company and each of its trading subsidiaries, in relation to all its suppliers, is to settle the terms of payment when agreeing the terms of the transaction and to abide by those terms, provided that it is satisfied that the supplier has provided the goods or services in accordance with agreed terms and conditions. The Group does not follow any code or standard payment practice. As a holding company, the Company had £320,000 of trade creditors at 31 March 2024 (2023: £6,000).

Charitable and Political Donations

Charitable donations made by the Group during the year amounted to £17,646 (2023: £15,802), these were largely paid to local community charities in the Falkland Islands. There were no political donations in the year (2023: nil).

Greenhouse Gas Emissions

The 2018 Regulations introduced requirements under Part 15 of the Companies Act 2006 for large unquoted companies to disclose their annual energy use and greenhouse gas emissions, and related information. However, the Group has applied the option permitted to exclude any energy and carbon information relating to its subsidiaries which any subsidiary would not itself be obliged to include if reporting on its own account. This applies to all subsidiaries within the Group. FIH group plc itself consumes less than 40MWh and, as a low energy user, is not required to make the detailed disclosures of energy and carbon information but is required to state, in its relevant report, that its energy and carbon information is not disclosed for that reason. FIH group plc's annual energy use and greenhouse gas emissions, and related information has not been disclosed in this annual report as it is a low energy user.

Auditors

In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of Grant Thornton UK LLP as auditors of the Company is to be proposed at the Annual General Meeting to be held on 27 September 2024.

Disclosure of Information to the External Auditor

The directors who held office at the date of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's external auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's external auditor is aware of that information.

Approved by the Board and signed on its behalf by:

AMBA Secretaries Limited
7 August 2024

Kenburgh Court
133-137 South Street
Bishop's Stortford
Hertfordshire
CM23 3HX

Board of Directors and Secretary

Nicolas Henry, Non-executive Chairman

Nick joined the Board on 14 August 2023 and was appointed non-executive Chairman after the 2023 AGM. He was CEO of James Fisher & Sons plc from 2004 to 2019, a global supplier of specialist marine engineering services across a number of different industries. Prior to that, Nick had an international career with P&O, working in Europe, South Asia, the Far East and Australasia. He is currently a non-executive director of Ark Topco Limited, the holding company of Survitec Group Limited and non-executive Chairman of Giles W. Pritchard‑Gordon & Co. Limited. Nick is a member of the Audit and Risk and Remuneration Committees and is Chairman of the Nominations Committee.

Stuart Munro, Chief Executive

Stuart joined the Board on 28 April 2021 as Chief Financial Officer before taking over as Chief Executive on 14 April 2022. He qualified as a chartered accountant with Ernst & Young and worked as a divisional finance director in number of UK companies including Balfour Beatty, Alfred McAlpine Infrastructure Services and FirstGroup as well as Transport for London. From 2015 until joining FIH group, Stuart provided strategic, financial and operational consultancy to a number of medium sized Private Equity backed services companies across a variety of sectors.

Reuben Shamu, Chief Finance Officer

Reuben joined the Board on 12 September 2022 as Chief Financial Officer. He qualified as a chartered accountant with KPMG and worked in professional practice for 12 years before moving into industry in 2008. For 4 years he was a Commercial Director for the UK operations of privately-owned CP Holdings Group, which has interests in hotels and leisure, commercial office real estate, engineering and construction. His previous roles include Finance Director at Sturrock and Robson Group, Financial Planning and Analysis Director at Smiths Detection Group and Group Financial Controller at Veolia Water UK.

Robert Johnston, Non-executive director

Robert joined the Board on 13 June 2017. He is an experienced non-executive director and investment professional and has served on the boards of several quoted companies in both North America and in UK, including Fyffes PLC and Supremex Inc. Robert has been the Chief Strategy Officer and Executive Vice President at The InterTech Group, Inc. and has over 20 years of experience in various financial and strategic roles. He is the principal representative of the Jerry Zucker Revocable Trust. Robert brings experience on many transactions at both the corporate and asset level, including debt and equity, and his experience in the finance sector will prove invaluable to developing the Group. Robert represents the Company's largest shareholder, "The Article 6 Marital Trust, created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07", which has a beneficial holding of 3,596,553 ordinary Shares, representing 28.7% of the Company's issued share capital.

He is currently on the boards of Colabor Group Inc, Supremex Inc. (where he is Chairman), Swiss Water Decaffeinated Coffee Inc and RGC Resources Inc. Robert is a member of the Nominations and Audit and Risk Committees and is Chairman of the Remuneration Committee.

Dominic Lavelle, Non-executive director

Dominic joined the Board on 1 December 2019. He brings to FIH a wide breadth of corporate experience. Most recently, Dominic was Chief Financial Officer of SDL plc from 2013 to 2018. He has over 15 years' experience as a UK plc Main Board Director and has been Finance Director/Chief Financial Officer of seven UK publicly traded companies including Mothercare plc, Alfred McAlpine plc, Allders plc and Oasis plc. His experience, in both permanent roles and turnaround and restructuring projects across several business sectors is a great benefit to the Group, particularly with the various business streams operated by FIC.

After graduating in Civil and Structural Engineering from the University of Sheffield in 1984, Dominic trained with Arthur Andersen and qualified as a chartered accountant in 1989. He is currently senior independent non-executive director and Chairman of the Audit Committee of the AIM quoted Fulcrum Utility Services Limited and a director of Steenbok Newco 10 SARL, a wholly owned subsidiary of the Steinhoff Group. Dominic is a member of the Nominations and Remuneration Committees and is Chairman of the Audit and Risk Committee.

Holger Schröder, Non-executive director

Holger joined the Board on 1 June 2023. He has over 28 years' experience gained in a variety of predominantly Swiss companies, most recently as the CFO and a board member of Janser Group, a family-owned real estate and investment business based in Switzerland, where he has been for the last six years. Janser Group controls 12.6% of the ordinary share capital of FIH (which comprises 1,451,998 shares in FIH held by Janser Group and a further 125,327 held personally by Martin Janser). Holger is a member of the Audit and Risk, Nominations and Remuneration Committees.

Company Secretary

AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading
Berkshire
RG6 1PT

Corporate Governance Statement

Dear Shareholder,

As Chairman of the Company, my role is to ensure that the Group has both sound corporate governance and an effective Board. My responsibilities as Chairman include leading the Board effectively, overseeing the Group's corporate governance model, communicating with shareholders and ensuring that good information flows freely between the executive and non‑executive directors in a timely manner.

The FIH group plc Board values include embedding a culture of ethics and integrity, and the adoption of higher governance standards, to maintain its reputation by fostering good relationships with employees, shareholders and other stakeholders to deliver long term business success.

Beyond the Annual General Meeting, the Chief Executive and the Chief Financial Officer offer to meet with all significant shareholders after the release of the half year and full year results and the Chairman and the non-executive directors are available throughout the year. The Chief Executive, Chief Financial Officer and the Chairman are the primary points of contact for the shareholders and are available to answer queries over the phone or via email from shareholders throughout the year.

Quoted Companies Alliance Corporate Governance Code

The Quoted Companies Alliance Corporate Governance Code ("QCA Code") is the Company's chosen corporate governance code to comply with.

In November 2023, the QCA published a new version of its corporate governance code (2023 Code) which retains the structure of the previous QCA Code (2018 Code) but has evolved to keep pace with investor expectations, particularly around ESG, internal controls, board composition and director remuneration. Given the 2023 Code will apply to financial years commencing on or after 1 April 2024, this report sets out our approach to the 2018 Code and governance.

The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business.

The Company's statement in relation to the QCA Corporate Governance code can be found on the Company's website at: www.fihplc.com/company-profile/corporate-governance.php

The QCA principles are:

Board Directors

The Board comprises Nick Henry, the non-executive Chairman, Stuart Munro, the full time Chief Executive, Reuben Shamu, the full time Chief Financial Officer and three other non-executive directors, Robert Johnston, Dominic Lavelle and Holger Schröder.

Director Independence

The Board considers itself sufficiently independent. The QCA Code suggests that a board should have at least two independent non-executive directors. The Board has considered each non-executive director's length of service and interests in the share capital of the Group and considers that Nick Henry, Holger Schröder, Robert Johnston and Dominic Lavelle are independent of the executive management and free from any undue extraneous influences which might otherwise affect their judgement. All Board members are fully aware of their fiduciary duty under company law and consequently seek at all times to act in the best interests of the Company as a whole.

Whilst the Company is guided by the provisions of the QCA Code in respect of the independence of directors, it gives regard to the overall effectiveness and independence of the contribution made by directors to the Board in considering their independence, and does not consider a director's period of service in isolation to determine this independence.

The Board acknowledges that Robert Johnston, who joined the Board on 13 June 2017, represents the Company's largest shareholder, "The Article 6 Marital Trust, created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07", (the "Zucker Trust"), which has a beneficial holding of 3,596,553 ordinary Shares, representing circa 29% of the Company's issued share capital. The Board has considered Mr Johnston's independence, given his representation of this shareholding and all Board members have satisfied themselves that they consider Mr Johnston to be independent. This is as a consequence of (i) the fact that Mr Johnston has considerable international investment expertise, and (ii) that the shareholding of his employer in FIH represents only a small part of its wider portfolio, but nonetheless aligns him with the interests of FIH shareholders generally.

The Board also acknowledges that Holger Schröder, who joined the Board on 1 June 2023, represents one of the Company's major shareholders, the Janser Group which controls 12.6% of the Company's equity. The Board has considered Mr Schröder's independence, given his representation of this shareholding and all Board members have satisfied themselves that they consider Mr Schröder to be independent. This is as a consequence of (i) Mr Schröder being employed by the operational side of the Janser Group and (ii) Janser Group having a division involved in the investor-side decision making process which is separate from its operational activities, where Mr Schröder is employed.

In line with the updates made to the 2023 Code, shareholders will be asked to provide approval of the appointment and re-appointment of all directors at the Annual General Meeting.

Any non-executive directors who have served on the Board for at least nine years are subject to annual re-election.

Time Commitment of Directors

Stuart Munro, Chief Executive and Reuben Shamu, Chief Financial Officer are the only executive directors. Nick Henry, Robert Johnston, Dominic Lavelle and Holger Schröder have all been appointed on service contracts for an initial term of three years. Overall, it is anticipated that non-executive directors spend 10-15 days a year on the Group's business after the initial induction, which includes a trip to the Group's subsidiary in the Falkland Islands. However, the non-executive directors and the Chairman in particular, spend significantly more time than this on the business of the Group.

All directors are expected to attend all Board meetings, the Annual General Meeting and any extraordinary general meetings. Non-executive directors are expected to devote additional time in respect of any ad hoc matters, such as significant investment opportunities, responding to market changes, consideration of any business acquisitions, and any significant recruitment or corporate governance changes.

Skills and Qualities of Each Director

The Chairman believes that the Board has a suitable mix of skills and competencies in order to drive the Group's strategy and is best placed to secure the future of the Company and create long-term value for all stakeholders. The Board has significant industry, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term.

The Board is kept informed of ongoing changes relating to governance and compliance by the Company's lawyers, and of updates to AIM Rules for companies, QCA Code, the UK Market Abuse Regulations and other statutory and regulatory developments by Zeus Capital Limited, the Company's Nominated Adviser and the Company Secretary. The Group's auditors, Grant Thornton, meet with the Board as a whole twice a year and keep the Board updated with any regulatory changes in finance and accounting.

Internal Advisory Responsibilities

The Chief Executive and the Chief Financial Officer help keep the Board up to date on areas of new governance and liaise with the Nominated Adviser on areas of AIM requirements, and with the Company's lawyers on areas such as Modern Slavery, Data Protection and other legal matters. They also liaise with the Company's tax advisers with regards to tax matters and with the Group's auditors with respect to the application of current and new accounting standards, and on the status on compliance generally around the Group. The Chief Executive has frequent communication with the Chairman and is available to other members of the Board as and when required.

Any External Advice Sought by the Board

RSM Tenon, the Group's tax advisors ensure compliance with taxation law and transfer pricing and the Company's lawyers advised on a number of areas.

Board Meetings

The Board holds five scheduled board meetings throughout the year and ad-hoc board meetings are scheduled as and when the business demands. Attendances of directors at board and committee meetings convened in the year, and which they were eligible to attend, are set out below:

* Chairman

** Directors attended a number of meetings of Committees of which they were not members during the course of the year at the invitation of the Committee chairman.

The Nominations Committee meets on an ad-hoc basis to consider Board composition and succession and did not meet during the year to 31 March 2024.

Board Performance Evaluation

The Company continues to monitor the performance of the Board, ensuring that the required skill set and balance of independent non-executive directors is present. Whilst the Company has not undertaken a formal Board evaluation in the year, regular consideration is given by the Board to its performance to ensure the requirements of the business are met.

Nick Henry
Non-executive Chairman

7 August 2024

Audit and Risk Committee Report

The Audit and Risk Committee comprises the four non-executive directors: Dominic Lavelle, Robert Johnston, Holger Schröder and Nick Henry, and is chaired by Dominic Lavelle.

Purpose and Responsibility

The purpose of the Audit and Risk Committee is:

•        To ensure that the Group's accounting and financial policies and controls are appropriate and effective;

•        To review and challenge the process of identification of risks and opportunities, and the adequacy of risk mitigation structures and processes across the Group;

•        To ensure that external auditing processes are properly co-ordinated and work effectively and to monitor compliance with statutory requirements for financial reporting; and

•        To review the half year and annual financial statements before they are presented to the Board for approval;

The Committee meets at least three times a year and, in the year, ended 31 March 2024, it met five times. The Group's auditors attend the meeting to present the annual audit plan and the meeting to review the annual results.

It is the Audit and Risk Committee's role to provide formal and transparent arrangements, to consider how to apply financial reporting under UK-adopted International Accounting Standards, the Companies Act 2006, and the requirements of the QCA Code and also to maintain an appropriate relationship with the independent auditor of the Group.

The current terms of reference of the Audit and Risk Committee were reviewed and updated in June 2023.

Activities of the Audit and Risk Committee

In the year ended 31 March 2024, the activities of the Audit and Risk Committee included:

•        Reviewing the financial reporting judgements and key accounting estimates associated with the Group's full and half-year results;

•        Reviewing and making recommendations to the Board regarding dividends to be paid to shareholders by the Company during the course of the year;

•        Ensure that risk management procedures and controls over financial reporting remained appropriate; and

•        Reviewing and updating the Audit and Risk Committee Terms of Reference.

Effectiveness of the External Audit Process

The Audit and Risk Committee is committed to ensuring that the external audit process remains effective on a continuing basis by:

•        Reviewing the independence of the incumbent auditor;

•        Considering if the audit engagement planning, including the team quality and numbers is sufficient and appropriate;

•        Ensuring that the quality and transparency of communications with the external auditors are timely, clear, concise and relevant and that any suggestions for improvements or changes are constructive;

•        Exercising professional scepticism, including but not limited to, looking at contrary evidence, the reliability of evidence, the appropriateness and accuracy of management responses to queries, considering potential fraud and the need for additional procedures and the willingness of the auditor to challenge management assumptions; and

•        Receiving feedback from the external auditor after the full year audit with one-to-one discussions held beforehand between the Chairman of the Audit and Risk Committee and the audit firm partner. The Committee also holds sessions with the external auditor without management present whenever it deems it appropriate to do so.

External Auditor

The external auditors, Grant Thornton UK LLP, were appointed in 2023 at the Company's Annual General Meeting. The analysis of the auditor's remuneration is shown in note 6.

Tax advisory services are provided by RSM Tenon UK Tax and Accounting Limited.

Non-audit Services Provided by the External Auditor

The Audit and Risk Committee keeps the appointment of external auditors to perform non-audit services for the Group under continual review. In the year ended 31 March 2024, there were no non-audit fees paid to the auditors Grant Thornton UK LLP (2023: £nil).

Emerging Risks

The risk management approach is subject to continuous review and updates in order to reflect new and developing issues which might impact business strategy. Emerging or topical risks are examined to understand their significance to the business. Risks are identified and monitored at the Group level and discussed at Audit and Risk Committee meetings.

Areas of Judgement and Estimation

In making its recommendation that the financial statements be approved by the Board, the Audit and Risk Committee has taken account of the following significant areas of estimation and judgement and judgements involving estimation:

Long term construction contracts

Significant estimation is involved in determining the revenue and profit to be recognised on long term contracts. This includes determining percentage completion at the balance sheet date by estimating the total expected costs to complete each contract along with their future profitability. These estimates directly influence the revenue and profit that can be recognised on such contracts.

Inventory Provisions

An inventory provision is booked when the realisable value from sale of the inventory is estimated to be lower than the inventory carrying value, or where the stock is slow-moving, obsolete or damaged, and is therefore unlikely to be sold. The quantification of the inventory provision requires the use of estimates and judgements and if actual future demand were to be lower or higher than estimated, the potential amendments to the provisions could have a material effect on the results of the Group.

Defined Benefit Pension Liabilities

A significant degree of estimation is involved in predicting the ultimate benefit payments to pensioners in the FIC defined benefit pension scheme. Actuarial assumptions have been used to value the defined benefit pension liability (see note 23). Management have selected these assumptions from a range of possible options following consultations with independent actuarial advisers. The actuarial valuation includes estimates about discount rates and mortality rates, and the long-term nature of these plans, make the estimates subject to significant uncertainties.

There are nine pensioners currently receiving a monthly pension under the scheme and two deferred members.

Dominic Lavelle
Chairman of the Audit and Risk Committee

7 August 2024

Remuneration Committee Report

The Remuneration Committee comprises the four non-executive directors: Robert Johnston, Dominic Lavelle, Holger Schröder and Nick Henry, and is chaired by Robert Johnston.

The Committee meets at least once a year to consider all material elements of remuneration policy, share schemes and the remuneration and incentivisation of executive directors and senior management.

The current terms of reference of the Remuneration Committee were reviewed and updated in June 2024.

Remuneration Policy

The Group's policy is to provide remuneration packages that will attract, retain and motivate its executive directors and senior management. This consists of a basic salary, ancillary benefits and other performance-related remuneration appropriate to their individual responsibilities and having regard to the remuneration levels of comparable posts. The Remuneration Committee determines the contract term, basic salary, and other remuneration for the members of the Board and the senior management team.

Executive Directors - Remuneration package

The Chief Executive, Stuart Munro, participates in an annual performance related bonus arrangement, with the potential during the year to earn up to 60% of his salary. The Chief Finance Officer, Reuben Shamu, participates in an annual performance related bonus arrangement, with the potential during the year to earn up to 30% of his salary. The bonuses are subject to the achievement of specified corporate and personal objectives and are payable in cash.

Non-Executive Directors - Fees

The Company pays non-executive directors fees which are set at a level in line with market and appropriate to the size of the business.

Details of Directors' Remuneration and Emoluments

The remuneration of non-executive directors consists only of annual fees for their services, both as members of the Board, and of Committees on which they serve.

An analysis of the remuneration and taxable benefits in kind (excluding share options) provided for and received by each director during the year to 31 March 2024 and in the preceding year is as follows:

*           Appointed 14 August 2023

**          Resigned 28 September 2023

***         Appointed 1 June 2023

Share Options

No LTIP share options were granted during the year.

Approved for issue by the Board of Directors and signed on its behalf:

Robert Johnston
Chairman of the Remuneration Committee

7 August 2024

Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the Annual Report, Strategic Report, Directors' Report, and the Group and Company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under the AIM Rules of the London Stock Exchange, they are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and they have elected to prepare the parent Company financial statements on the same basis.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

•        select suitable accounting policies and then apply them consistently;

•        make judgements and estimates that are reasonable, relevant and reliable;

•        state whether they have been prepared in accordance with UK-adopted international accounting standards;

•        assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

•        use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report and a Directors' Report that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Consolidated Income Statement
FOR THE YEAR ENDED 31 MARCH 2024

The accompanying notes form part of these Financial Statements.

Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2024

The accompanying notes form part of these Financial Statements.

Consolidated Balance Sheet
AT 31 MARCH 2024

These financial statements, of which the accompanying notes form part, were approved by the Board of Directors on 7 August 2024 and were signed on its behalf by:

Company Balance Sheet
AT 31 MARCH 2024

As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the Parent Company has not been presented. The Parent Company's profit for the financial year is £214,000 (2023: profit of £440,000).

These financial statements, of which the accompanying notes form part, were approved by the Board of Directors on 7 August 2024 and were signed on its behalf by:

Registered company number: 03416346

Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024

Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024

The accompanying notes form part of these Financial Statements.

Company Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024

The accompanying notes form part of these Financial Statements.

Consolidated Statement of Changes in Shareholders' Equity
FOR THE YEAR ENDED 31 MARCH 2024

The accompanying notes form part of these Financial Statements.

Company Statement of Changes in Shareholders' Equity
FOR THE YEAR ENDED 31 MARCH 2024