Directors’ Report

Report of the Directors

The Directors present their report together with the audited consolidated financial statements for the year ended 31 March 2023. The objectives and future developments of the Company are addressed within the Strategic Report.

Results and dividends

During the year, the Group made a loss after tax for the year ended 31 March 2023 of £61.51 million (2022: profit of £38.85 million). The Company did not pay an interim dividend (2022: £0.06345 per share) and the Directors do not recommend the payment of a final dividend (2022: £nil).

Share buyback

During the year, the Company did not buy back and subsequently cancel any shares (2022: the Company bought back, and subsequently cancelled, 35,033,253 ordinary shares at £1.29 each for total consideration of £45.19 million).

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

Clive Birch

Rowan Chapman

Non-executive Director

Non-executive Director

Non-executive Director

Anne Ferguson-Smith Non-executive Director

Ian Leslie

Andy Neely

Non-executive Director

Non-executive Director

Directors’ emoluments

Appointed 1 September 2022

Directors’ emoluments are disclosed in Note 6 to the consolidated financial statements.

Directors’ interests in shares

The Directors who held office during the year ended 31 March 2023 had the following beneficial interests in the shares of the Company:

The Directors who held office during the year ended 31 March 2023 had the following beneficial interests in options over the ordinary shares of the Company:

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 20 June 2023, 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 17 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.

Political donations

The Group did not make any political donations during the year (2022: £nil).

Post balance sheet events

Material events occurring since the balance sheet date are disclosed in Note 21 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

23 June 2023