Directors’ report Statement of Directors’ responsibilities

DIRECTORS’ REPORT

REPORT OF THE DIRECTORS

The Directors present their report together with the audited consolidated financial statements for the year ended 31 March 2022. The objectives and future developments of the Company are addressed within the Strategic Report.

RESULTS AND DIVIDENDS

During the year, the Group made a profit after tax for the year ended 31 March 2022 of £38.85 million (2021: £64.82 million) and the Company paid an interim dividend of 6.345 pence per share (2021: £nil). The Directors do not recommend the payment of a final dividend (2021: £nil).

SHARE BUYBACK

During the year, the Company bought back at £1.29 each, and subsequently cancelled, 35,033,253 ordinary shares for total consideration of £45.19 million (2021: £nil).

DIRECTORS

The Directors who served during the year and up to the date of signing the financial statements were as follows: Edward Benthall Chairperson Andrew Williamson Managing Partner Rob Sprawson Partner and CFO Humphrey Battcock Non-executive Director Clive Birch Non-executive Director Anne Ferguson-Smith Non-executive Director Appointed 11 October 2021 Ian Leslie Non-executive Director Resigned 11 October 2021 Andy Neely Non-executive Director

DIRECTORS’ EMOLUMENTS

Directors’ emoluments are disclosed in note 7 to the consolidated financial statements.

DIRECTORS’ INTERESTS IN SHARES

The Directors who held office during the year ended 31 March 2022 had the following beneficial interests in the shares of the Company:

At 31 March 2022 At 31 March 2021

Number of ordinary shares

Number of class A commitment shares % of voting share capital Number of ordinary shares

Number of class A commitment shares % of voting share capital

Humphrey Battcock Edward Benthall Clive Birch Rob Sprawson 250,052 569,824 43,009 1 – 0.08% 227,992 54,494 0.08% – 0.19% 589,242 54,494 0.19% – 0.01% 39,215 9,373 0.01% – 0.00% – – –

The Directors who held office during the year ended 31 March 2022 had the following beneficial interests in options over the ordinary shares of the Company:

Rob Sprawson

At 31 March 2021

29,228 118,425

Granted during the year Exercised during the year At 31 March 2022

Exercise price (pence) – (3,356) 25,872 0.17

– (1) 118,424 0.01

Andrew Williamson 236,722 – – 236,722 0.01

DIRECTORS’ INDEMNITIES

As detailed in the Company’s Articles of Association, indemnities were in force during the financial year and also at the date of approval of the financial statements between the Company and each of its Directors, under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out their duties as a Director of the Company. The Company has Directors’ and Officers’ Liability Insurance and it is the intention to maintain such a policy in the future.

SUBSTANTIAL SHAREHOLDERS

As at 28 June 2022, the Company had the following shareholders with interests of 3% or more, in aggregate, of the Company’s ordinary shares. The Company’s issued share capital is disclosed in note 18 to the consolidated financial statements. Other than as shown below, so far as the Company and its Directors are aware, no other person holds or is beneficially interested in a disclosable interest in the Company.

Shareholder

Cambridge University as trustee of the Cambridge University Endowment Fund Union Bancaire Privée The Chancellor, Masters and Scholars of the University of Cambridge Best of CIC UBP Fund Limited Fosun Industrial Co. Limited Private Equity Solutions Oman Investment Authority Legal & General Assurance Society Limited Bluesky Partnership II LP Lisbet Rausing 16.4% 14.8%

12.2% 7.2% 6.6% 5.0% 4.1% 3.7% 3.6% 3.3%

POLITICAL DONATIONS

The Group did not make any political donations during the year (2021: £nil).

POST BALANCE SHEET EVENTS

Material events occurring since the balance sheet date are disclosed in note 22 to the consolidated financial statements. INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP, having expressed their willingness to continue in office, will be deemed reappointed for the next financial year in accordance with section 487(2) of the Companies Act 2006, unless the Company receives notice under section 488(1) of the Companies Act 2006.

GOING CONCERN

The Group’s cash is sufficient to meet the investment requirements and operational needs of the Group for at least a year from the date of approval of the financial statements.

Given the above, the Directors confirm that they have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future and accordingly they continue to adopt the going concern basis in preparing the financial statements.

Approved by the Board of Directors and signed on its behalf by

EDWARD BENTHALL

CHAIRPERSON 29 June 2022

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

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 Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently; • state whether applicable international accounting standards in conformity with the requirements of the

Companies Act 2006 have been followed for the Group financial statements and United Kingdom Accounting

Standards, comprising FRS 102, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; • make judgements and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. DIRECTORS’ CONFIRMATIONS

In the case of each Director in office at the date the Directors’ Report is approved:

• so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and • they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company’s auditors are aware of that information.

Approved by the Board of Directors and signed on its behalf by

EDWARD BENTHALL

CHAIRPERSON 29 June 2022