FIH group plc
A N N U A L R E P O R T 2 0 2 4
www.fihplc.com
Contents
ANNUAL REPORT 2024
1
Financial Highlights For The Year Ended 31 March 2024
2
Chairman’s Statement 2024
3
Strategic Report
4
Directors’ Report
17
Board of Directors and Secretary
21
Corporate Governance Statement
23
Audit Committee Report
27
Remuneration Committee Report
29
Independent Auditor’s Report
32
Consolidated Income Statement For The Year Ended 31 March 2024
43
Consolidated Statement of Comprehensive Income For The Year Ended 31 March 2024
44
Consolidated Balance Sheet At 31 March 2024
45
Company Balance Sheet At 31 March 2024
46
Consolidated Cash Flow Statement For The Year Ended 31 March 2024
47
Company Cash Flow Statement For The Year Ended 31 March 2024
49
Consolidated Statement of Changes in Shareholders’ Equity For The Year Ended 31 March 2024
50
Company Statement of Changes in Shareholders’ Equity For The Year Ended 31 March 2024
51
Notes to the Financial Statements
52
Directors and Corporate Information
96
Financial Highlights
FOR THE YEAR ENDED 31 MARCH 2024
2
ANNUAL REPORT 2024
2024
£’m
2023
£’m
Change
£’m
Turnover from continuing operations
52.5
52.7
(0.2)
Profit before tax
2.8
4.0
(1.2)
Underlying profit before tax*
3.4
3.2
0.2
Cash flow from operations
2.0
5.7
(3.7)
Diluted earnings per share
15.7p
24.9p
Diluted earnings per share before non-trading items
19.4p
20.1p
44.6
32.6
40.3
52.7
52.5
2020
2021
2022
2023
2024
3.7
0.1
2.3
3.2
3.4
2020
2021
2022
2023
2024
21.7
0.0
9.5
20.1
19.4
2020
2021
2022
2023
2024
1.8
0.0
3.0
6.5
2020
2021
2022
2023
2024
6.8 **
Turnover (£’m)
Underlying profit before tax* (£’m)
Diluted earnings per share (pence)
before non-trading items *
Dividends per share (pence)
Profit before tax was as follows: 2024: £2.8m, 2023: £4.0m, 2022: £2.7m, 2021: £0.2m, 2020: £3.8m loss
Diluted EPS was as follows: 2024: 15.7p, 2023: 24.9p, 2022: 11.9p, 2021: 0.1p, 2020: (37.8p)
* Defined as profit before tax and non-trading items
** Excludes the special dividend proposed for 2024
Chairman’s Statement 2024
ANNUAL REPORT 2024
3
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
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.
Strategic Report
4
ANNUAL REPORT 2024
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.
Group revenue
Year ended 31 March
2024
£’m
2023
£’m
Change
%
Falkland Islands Company
29.0
29.4
(1.4)
Momart
19.3
19.5
(1.0)
Portsmouth Harbour Ferry
4.2
3.8
10.5
Total revenue
52.5
52.7
(0.4)
Group underlying pre‑tax
profit*
Falkland Islands Company**
1.7
1.9
(10.5)
Momart**
1.0
1.0
–
Portsmouth Harbour Ferry**
0.7
0.3
133.3
Total underlying profit
before tax*
3.4
3.2
6.3
Non-trading items (see
notes below)***
(0.6)
0.8
(175.0)
Reported profit before tax
2.8
4.0
(30.0)
*
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 Revenue 2024
Momart
37%
FIC
55%
PHFC
8%
Group Revenue 2023
Momart
37%
FIC
56%
PHFC
7%
ANNUAL REPORT 2024
5
Underlying operating profit 2024
Momart
35%
FIC
44%
PHFC
21%
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 Operating Results
Year ended 31 March
2024
£’m
2023
£’m
Change
%
Revenues
FBS (housing and construction)
11.0
12.1
(9.1)
Retail
10.7
9.9
8.1
Falklands 4x4
2.7
3.1
(12.9)
Support services
3.6
3.3
9.1
Property rental
1.0
1.0
–
Total FIC revenue
29.0
29.4
(1.4)
FIC underlying operating profit
1.7
2.0
(15.0)
Net interest expense
–
(0.1)
100.0
FIC underlying profit before tax
1.7
1.9
(10.5)
FIC underlying operating profit
margin
5.9%
6.8%
(13.2)
FIC reported profit before tax
1.7
1.9
(10.5)
Underlying operating profit 2023
Momart
36%
FIC
49%
PHFC
15%
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.
Strategic Report
CONTINUED
6
ANNUAL REPORT 2024
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.
Penguin Travel tour buses
FIC Key Performance Indicators and
Operational Drivers
Year ended 31 March
2020
2021
2022
2023
2024
Staff numbers
(FTE 31 March)*
214
206
232
242
238
Capital expenditure
£’000
2,685
1,060
2,434
1,206
1,337
Retail sales growth %
3.1
(3.0)
(0.1)
2.1
8.1
Number of FIC rental
properties**
65
75
83
85
88
Average occupancy
during the year %
89
93
86
90
90
Number of vehicles
sold
71
71
81
82
61
Number of 3rd party
houses sold***
22
15
11
14
1
Illex squid catch in
tonnes (000’s)
57.6
106.1
123.8
66.8
112.3
Cruise ship passengers
(000’s)
72.1
Nil
Nil
73.4
73.2
* 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.
FIC revenues 2024
Support
Services
12%
Property
Rental
4%
FBS
38%
Retail
37%
4x4
9%
FIC revenues 2023
Support
Services 12%
Property
Rental
3%
FBS
41%
Retail
34%
4x4
10%
ANNUAL REPORT 2024
7
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.
Bespoke fine art packing case
Momart Operating results
Year ended 31 March
2024
£’m
2023
£’m
Change
%
Revenues
Museum Exhibitions
9.1
9.5
(4.2)
Gallery Services
7.4
7.3
1.4
Storage
2.8
2.7
3.7
Total Momart revenue
19.3
19.5
(1.0)
Momart underlying operating profit
1.4
1.4
–
Net Interest expense
(0.4)
(0.4)
–
Momart underlying profit before
tax
1.0
1.0
–
Momart underlying operating
profit margin
7.3%
7.2%
1.4
Momart reported profit before tax
0.7
0.9
(22.2)
Momart Key Performance Indicators
Year ended
31 March
2020
2021
2022
2023
2024
Staff numbers (FTE
31 March)
133
107
99
110
129
Capital expenditure
£’000
638
540
258
573
769
Warehouse % fill vs
capacity
86.9% 82.9% 84.0% 86.4% 85.2%
Momart services
charged out £’m
10.8
6.5
9.1
10.8
11.7
Revenue from
overseas clients £’m
6.2
2.7
5.5
6.7
7.2
Exhibition sales growth
%
(2.1)
(58.3)
64.4
28.4
(4.2)
Gallery Services
sales growth %
(22.4)
(41.4)
70.6
25.9
1.4
Storage sales growth
%
5.8
9.1
0.0
12.5
3.7
Total sales growth %
(8.7)
(45.5)
51.5
25.0
(1.5)
Momart revenues 2024
Storage
15%
Museums
and Public
Exhibitions
47%
Commercial
Gallery
Services
38%
Momart revenues 2023
Storage
14%
Commercial
Gallery
Services
37%
Museums
and Public
Exhibitions
49%
Strategic Report
CONTINUED
8
ANNUAL REPORT 2024
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
Year ended 31 March
2024
£’m
2023
£’m
Change
%
Revenues
Ferry fares & other revenue
4.2
3.8
10.5
Total PHFC revenue
4.2
3.8
10.5
PHFC underlying operating
profit
0.9
0.6
50.0
Pontoon lease liability & Boat
loan finance expense
(0.2)
(0.3)
(33.3)
PHFC underlying profit
before tax
0.7
0.3
133.3
PHFC reported profit before
tax
0.7
0.3
133.3
Passengers carried (000s)
1,956
1,948
0.4
Harbour Spirit
PHFC Key Performance Indicators and Operational Drivers
Year ended 31 March
2020
2021
2022
2023
2024
Staff numbers (FTE at 31 March)
36
25
26
26
26
Capital expenditure £’000’s
65
–
52
205
364
Ferry reliability (on time departures)
99.8
99.9
99.9
99.8
99.5
Number of weekday passengers ‘000’s
1,706
613
1,188
1,372
1,356
% change on prior year
(7.0)
(64.1)
93.8
15.4
(1.2)
Number of weekend passengers ‘000’s
659
195
500
576
600
% change on prior year
(8.7)
(70.4)
156.4
15.2
4.2
Total number of passengers ‘000’s
2,365
808
1,688
1,948
1,956
% change on prior year
(7.5)
(65.8)
108.9
15.4
0.4
Revenue growth %
(5.5)
(65.9)
114.2
19.0
9.4%
Average yield per passenger journey*
£1.69
£1.76
£1.76
£1.91
£2.08
* Total ferry fares divided by the total number of passengers
ANNUAL REPORT 2024
9
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.
Strategic Report
CONTINUED
10
ANNUAL REPORT 2024
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:
OPERATIONAL RISKS
Risk
Comment
Overall Impact
CYBER RISK
A cyber security breach can result
in unauthorised access to company
information, potential misuse of
information systems, technology or data.
There is a growing level of sophistication,
scale and volume of targeted cyber
incidents which could impact on group
trading and potential loss of assets.
A full review of the IT security environment
has been commissioned to modernise
prevention measures across the Group.
Moderate – unchanged
DATA PRIVACY
Failure to comply with legal or regulatory
requirements relating to data privacy in the
course of business activities potentially
leading to adverse consequences,
penalties or consequential litigation.
Governance and oversight protocols are
regularly reviewed to maintain vigilance in
protection of the Group’s customer and
staff data.
Low – unchanged
HEALTH AND SAFETY
The Group is required to comply with laws
and regulation governing occupational
health and safety matters. Furthermore,
accidents could happen which might result
in injury to an individual, claims against the
Group and damage to our reputation.
Health & Safety (“HSE”) matters are
considered a key priority for the Board of
FIH and all its operating companies.
All staff receive relevant HSE training when
joining the Group and receive refresher and
additional training as is necessary. Training
courses cover maritime safety, lifting and
manual handling, asbestos awareness and
fire extinguisher training. External HSE
audits are conducted on a regular basis.
Low – unchanged
COMPLIANCE
Failure to comply with the frequently
changing regulatory environment could
result in reputational damage or financial
penalty.
The regulatory environment continues to
become increasingly complex.
The Group uses specialist advisers to
help evolve appropriate policies and
practices. Close monitoring of regulatory
and legislations changes is maintained to
ensure our policies and practices continue
to comply with relevant legislation.
Staff training is provided where required.
Low – unchanged
POLITICAL RISKS
Historically, Argentina has maintained
a claim to the Falkland Islands and this
dispute has never been officially resolved.
Relations between the UK and Argentina
continue to be strained.
However, the security afforded by the UK
Government’s commitment to the Islands
upholds the freedom and livelihood of the
people of the Falkland Islands and thereby
of FIC.
Provided UK Government support is
maintained the security of the people of the
Falkland Islands is judged to at low risk.
Low – unchanged
ECONOMIC CONDITIONS
Inflationary pressures across all Group
businesses impact the cost of wages,
services and products.
Continued focus on cost efficiency.
Customer and supplier contracts structured
to limit or pass on inflation risk. Cost
inflation monitored closely and passed on
to customers via price increases wherever
possible.
Medium – decreased
ANNUAL REPORT 2024
11
COMPETITION RISK
Risk
Comment
Potential Impact
FIC is considered by the senior
management to be a market leader in a
number of business activities but faces
competition from local entrepreneurs in
many sectors in which it operates.
Momart sits in a highly competitive market,
with both UK and international competitors
investing for growth.
Large capital infrastructure investment
projects may entice larger overseas
businesses to look at the opportunities
available and reduce the ability of FIC to
undertake the work.
Local competition is healthy for FIC
and stimulates continuing business
improvement.
The current global economic uncertainty
presents a challenge, but a focus on
process efficiency and pro-active business
development, whilst maintaining the high
quality of service for which Momart is
renowned, puts the business in a strong
position to compete.
FIC has been successful in winning work
against overseas competitors and has built
up strong links with FIG and MOD. Being
located in the Falkland Islands gives FIC a
competitive advantage against overseas
companies.
Low – unchanged
Moderate – unchanged
Moderate – unchanged
FOREIGN CURRENCY AND EXCHANGE RATE RISK
Momart is exposed to foreign currency risk
arising from trading and other payables
denominated in foreign currencies.
The Group is exposed to interest rate risks
on large loans.
FIC retail outlets accept foreign currency
and are exposed to fluctuations in the
value of the dollar and the euro.
Forward exchange contracts are used to
mitigate this risk, with exchange rate fixed
for all significant contracts.
Interest rate risk on large loans is mitigated
by the use of interest rate swaps.
Low – unchanged
INVENTORY
Inventory risk relates to losses on realising
the carrying value on ultimate sale. Losses
include obsolescence, shrinkage or
changes in market demand such that
products are only saleable at prices that
produce a loss.
FIC is the only Group business that holds
significant inventories and faces this risk
in the Falkland Islands, where it is very
expensive to return excess or obsolete
stock back to the UK.
Reviews of old and slow-moving stock in
Stanley are regularly undertaken by senior
management and appropriate action taken.
Low – unchanged
PEOPLE
Loss of one or more key members of the
senior management team or failure to
attract and retain experienced and skilled
people at all levels across the business
could have an adverse impact on the
business.
None of the Group’s businesses is reliant
on the skills of any one person. The wide
spread of the Group’s operations further
dilutes the risk.
Low – unchanged
FIC has a reliance on being able to attract
staff from overseas including many from
St Helena.
Development of those locations might
reduce the pool of available staff.
The development of tourism on St Helena
has been slow and the Falkland Islands
remain an attractive location for St Helenian
people to work.
Low – decreased
All Group companies are experiencing
a shortage of skilled employees as
the businesses grow and recover from
the pandemic. In the UK, Momart has
suffered from shortages in drivers and art
technicians.
This has driven wages costs up.
Moderate – unchanged
Strategic Report
CONTINUED
12
ANNUAL REPORT 2024
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
Net Debt
Year ended 31 March
2024
£’m
2023
£’m
Change
£’m
Bank loans
(12.3)
(13.3)
1.0
Cash and cash equivalents
9.7
12.8
(3.1)
Net debt
(2.6)
(0.5)
(2.1)
Lease liabilities
(6.1)
(6.4)
0.3
Net debt after lease liabilities
(8.7)
(6.9)
(1.8)
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 £11.6 million (2023: £12.1 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.
ANNUAL REPORT 2024
13
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
Year ended 31 March
2024
£’m
2023
£’m
Change
£’m
Underlying profit before tax
3.4
3.2
0.2
Depreciation & amortisation
2.6
2.6
0.0
Gain on disposal of fixed asset
0.0
(0.3)
0.3
Net interest payable
0.6
0.8
(0.2)
Underlying EBITDA*
6.6
6.3
0.3
Non-trading, cash items
(0.4)
(0.1)
(0.3)
Decrease in Finance lease
receivable
0.1
0.2
(0.1)
(Increase) / Decrease in working
capital
(3.2)
1.4
(4.6)
Tax paid and other
(1.1)
(0.3)
(0.8)
Net cash inflow from operating
activities
2.0
7.5
(5.5)
Financing and investing
activities
Capital Expenditure
(2.2)
(2.0)
(0.2)
Disposal of fixed assets
0.1
0.4
(0.3)
Net bank and lease liability
interest paid
(0.6)
(0.8)
0.2
Net bank and lease liability
repayments
(1.6)
(1.5)
(0.1)
Dividends paid
(0.8)
(0.4)
(0.4)
Net cash outflow from financing
and investing activities
(5.1)
(4.3)
(0.8)
Net cash (outflow) / inflow
(3.1)
3.2
(6.3)
Cash balance b/fwd
12.8
9.6
3.2
Cash balance c/fwd
9.7
12.8
(3.1)
* 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:
Strategic Report
CONTINUED
14
ANNUAL REPORT 2024
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.
ANNUAL REPORT 2024
15
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.
Strategic Report
CONTINUED
16
ANNUAL REPORT 2024
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
ANNUAL REPORT 2024
17
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’ Report
CONTINUED
18
ANNUAL REPORT 2024
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:
Ordinary
shares as
at 31 March
2024
Ordinary
shares as
at 31 March
2023
Nick Henry (appointed 14 August 2023)
–
–
Robin Williams (resigned 28 September 2023)
n/a
5,625
Stuart Munro
4,400
4,400
Reuben Shamu
–
–
Robert Johnston*
3,656,553
3,656,553
Dominic Lavelle
2,000
2,000
Holger Schröder** (appointed 1 June 2023)
1,451,998
n/a
* 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:
Number of shares
Percentage of shares in issue
The Article 6 Marital Trust created under
the First Amended and Restated Jerry
Zucker Revocable Trust dated 2 April 2007
3,596,553
28.73
Janser Group
1,577,325
12.60
Quaero Capital Funds (Lux) – Argonaut
1,213,684
9.69
J.F.C. Watts
797,214
6.37
Fortuna Limited
505,674
4.04
Interactive Investor Services Limited
453,494
3.62
Christian Struck
440,444
3.55
ANNUAL REPORT 2024
19
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.
Directors’ Report
CONTINUED
20
ANNUAL REPORT 2024
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
ANNUAL REPORT 2024
21
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.
Board of Directors and Secretary
CONTINUED
22
ANNUAL REPORT 2024
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
ANNUAL REPORT 2024
23
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
Corporate Governance Statement
CONTINUED
24
ANNUAL REPORT 2024
The QCA principles are:
Principles
Company Response
(1)
Establish a strategy and business model which promote
long-term value for shareholders
The Group’s business model and strategy is set out within
the Strategic Report.
The Group’s strategy and business model are developed
by the Chief Executive and his team, and approved by the
Board which has held a number of sessions during the
year dedicated to strategy. The management team, led by
the Chief Executive, is responsible for implementing the
strategy and managing the business of the Group.
(2)
Seek to understand and meet shareholder needs and
expectations.
See the Strategic Report and website disclosures
(3)
Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
See the Strategic Report and website disclosures
(4)
Embed effective risk management, considering both
opportunities and threats, throughout the organisation
See section on Risk Management, Principal Risks and
Impact in the Strategic Report
(5)
Maintain the Board as a well-functioning balanced team
led by the Chairman
See ‘Board of Directors and Secretary’, and the Corporate
Governance Statement
(6)
Ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities
See the Corporate Governance Statement
(7)
Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
See the Corporate Governance Statement
(8)
Promote a corporate culture that is based on ethical
values and behaviours
The Board firmly believes that sustained success will
best be achieved by adhering to our corporate culture of
treating all our stakeholders, including our employees,
fairly and with respect. Accordingly, in dealing with each of
the Company’s principal stakeholders, we encourage our
staff to operate in an honest and respectful manner.
See website disclosures
(9)
Maintain governance structures and processes that are
fit for purpose and support good decision-making by the
Board
See website disclosures
(10)
Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders
See the Strategic Report.
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
ANNUAL REPORT 2024
25
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.
Corporate Governance Statement
CONTINUED
26
ANNUAL REPORT 2024
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:
Director
Board
Meetings
(8 in total,
scheduled &
ad-hoc)
Remuneration
Committee
(1 in total)
Audit
Committee
(5 in total)
Nick Henry (appointed 14 August 2023)
5*
–
2
Robin Williams (resigned 28 September 2023)
5
1
3
Stuart Munro
8
1**
5**
Reuben Shamu
8
1**
5**
Robert Johnston
8
1*
5
Dominic Lavelle
8
1
5*
Holger Schroder (appointed 1 June 2023)
6
–
3
* 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
ANNUAL REPORT 2024
27
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.
Audit and Risk Committee Report
CONTINUED
28
ANNUAL REPORT 2024
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
ANNUAL REPORT 2024
29
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:
Salary / Fees
£’000
Health
insurance
£’000
Bonus
£’000
Total
£’000
Pension
Contributions
£’000
2024 Total
£’000
2023 Total
£’000
Nick Henry*
38
–
–
38
–
38
–
Robin Williams**
30
–
–
30
–
30
60
Stuart Munro
275
1
–
276
–
276
359
Reuben Shamu
170
1
–
171
17
188
116
Jeremy Brade
–
–
–
–
–
–
14
John Foster
–
–
–
–
–
–
8
Robert Johnston
30
–
–
30
–
30
30
Dominic Lavelle
33
–
–
33
–
33
30
Holger Schröder***
25
–
–
25
–
25
–
Total
601
2
–
603
17
620
617
* Appointed 14 August 2023
** Resigned 28 September 2023
*** Appointed 1 June 2023
Remuneration Committee Report
CONTINUED
30
ANNUAL REPORT 2024
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
ANNUAL REPORT 2024
31
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.
Auditors Report
32
ANNUAL REPORT 2024
Independent auditor’s report to the members of FIH Group plc
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of FIH Group Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 March 2024, which comprise the Consolidated Income Statement,
the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance
Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company
Statements of Changes in Shareholders’ Equity and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law and UK-adopted international accounting standards and, as
regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 March 2024 and of the group’s profit for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
•
the parent company financial statements have been properly prepared in accordance with UK-
adopted international accounting standards as applied in accordance with the provisions of the
Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s
responsibilities for the audit of the financial statements’ section of our report. We are independent of the
group and the parent company in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the directors’ use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the group’s and the parent company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit
evidence obtained up to the date of our report. However, future events or conditions may cause the
group or the parent company to cease to continue as a going concern.
Our evaluation of the directors’ assessment of the group’s and the parent company’s ability to continue
to adopt the going concern basis of accounting included:
•
developing an understanding of the design and implementation of controls implemented in the
assessment of going concern;
•
discussions with management in relation to their assessment of the Group and parent
company ability to continue as going concern;
ANNUAL REPORT 2024
33
•
assessing the reasonableness of projected cashflow,working capital assumptions,evaluating
the revenue and cost projections underlying the cashflow model, through comparison to
forecast market growth rates and historical performance;
•
assessing the accuracy of management’s historical forecasting by comparing management’s
forecasts for the years ended 31 March 2024 and 31 March 2023 to the actual results for those
periods and considering the impact on the base-case cashflow forecast;
•
assessing how the cash flow forecasts were compiled, determining whether covenant
compliance has been appropriately mapped into the model, assessing their appropriateness by
applying relevant sensitivities to the underlying assumptions, and challenging those
assumptions, which include those relating to revenue growth;
•
obtaining the financing agreements and confirming the facilities and covenants relevant for the
going concern period, as well obtaining evidence that the group has complied with the
covenants as of the reporting date and throughout the period;
•
evaluating management’s reverse stress test to identify the scenario which would result in the
removal of the cash headroom during the assessment period and assessing the probability of
such a scenario; and
•
assessing the adequacy of related disclosures within the annual report.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the
group’s and the parent company’s business model including effects arising from macro-economic
uncertainties such as global inflationary pressures, we assessed and challenged the reasonableness of
estimates made by the directors and the related disclosures and analysed how those risks might affect
the group’s and the parent company’s financial resources or ability to continue operations over the going
concern period.
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and the
parent company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £225,000, which represents 8.1% of the group’s profit
before tax and approximately 0.4% of group revenue.
Parent company: £516,000, which represents approximately 1%
of the parent company’s total assets at the time of our planning
procedures, parent company component materiality has been
capped at an amount less than group materiality for group audit
purposes.
Key audit matters were identified as:
•
The revenue cycle contains fraudulent transactions – FIC 70
house contract (same as previous year);
Our auditor’s report for the year ended 31 March 2023 included
one key audit matter that has not been reported as a key audit
matter in our current year’s report. This relates to recoverability of
parent company’s investment in subsidiaries. Management have
revised their investment impairment assessment approach,
Key audit
matters
Scoping
Materiality
Auditors Report
CONTINUED
34
ANNUAL REPORT 2024
thereby reducing the level of complexity created and the related
level of audit risk.
We performed an audit of the financial information of the
component using component materiality (full-scope audit) for The
Falkland Islands Company Limited (Stanley Division), FIH Group
plc (parent), Gosport Ferry Limited and Momart Limited.
Full scope or specified audit procedures were performed on the
financial information of components representing 100% of the
Group’s revenue and 93% of the Group’s profit before tax.
This approach is consistent with the prior year.
Key audit matters
Key audit matters are those matters that, in our
professional
judgement,
were
of
most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud) that
we identified. These matters included those
that had the greatest effect on: the overall audit
strategy; the allocation of resources in the
audit; and directing the efforts of the
engagement team. These matters were
addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.
In the graph below, we have presented the key audit matters and significant risks relevant to the audit.
This is not a complete list of all risks identified by our audit.
Key audit matter
Significant risk
Description
Audit
response
Disclosures
Our results
KAM
High
Low
Potential
financial
statement
impact
High
Low
Extent of management judgement
The revenue cycle contains
fraudulent transactions – other
revenue streams
Recoverability of investment in
subsidiaries – parent only.
The revenue cycle
contains fraudulent
transactions – FIC
70 house contract
Uncertain tax
position, including
IR35
Management override of
controls
Going Concern
ANNUAL REPORT 2024
35
Key Audit Matter – Group
How our scope addressed the matter – Group
The revenue cycle includes fraudulent
transactions – FIC 70 house contract
We identified accuracy of revenue as one of the
most significant assessed risks of material
misstatement due to fraud.
Under ISA (UK) 240 there is a rebuttable
presumed risk that revenue may be misstated
due to the improper recognition of revenue.
Falkland Islands Company (FIC) has a significant
contract with the Falkland Islands Government
and Ministry of Defence (MoD) for the
construction of 70 houses.
This contract includes a significant degree of
judgement and management estimation relating
to the costs to complete. We consider this to be
where the opportunity for revenue
misstatement could exist.
In responding to the key audit matter, we
performed the following audit procedures:
•
obtained an understanding of processes and
assessed the design and implementation
effectiveness of controls relating to revenue
recognition across the group;
•
assessed the stated accounting policies in
respect of revenue recognition and whether
these are consistent with IFRS 15 Revenue
from Contracts with Customers. Determined
whether revenue recorded in the financial
statement is consistent with the accounting
policy;
•
held discussions with the new construction
management team in order to understand the
status of the contract, how progress was
assessed from an operational perspective and
considered whether this was consistent with
the method to determine the level of progress
for determining the amount of revenue to be
recognised to date;
•
visited the two construction sites shortly after
the year end to corroborate the level of
progress indicated by management’s analysis;
•
assessed the level of costs to complete, by
reference to the costs incurred to date and the
number of houses complete/in construction by
the year end. A particular focus was placed
on the element of costs included for risk and
contingency, given it is a key area of
judgement. We determined an auditor’s
range for such amounts and compared this to
management’s estimate;
•
assessed the competence, objectivity and
capability of project managers responsible for
the estimation of future costs;
•
assessed the historical forecasting accuracy
of forecasting costs associated with ongoing
projects; and
•
tested a sample of expenditure incurred on
the project in the year, confirming that it is
valid and correctly driving the revenue
recognition calculation.
Relevant disclosures in the Annual Report
•
Financial statements: Note 4, Revenue and
Note 30, Accounting estimates
•
Audit and Risk Committee report: Areas of
judgement and estimation
Our results
Our audit procedures did not identify any
indicators of inappropriate revenue recognition.
We have therefore concluded that revenue
recognition is materially consistent with the IFRS
15.
Auditors Report
CONTINUED
36
ANNUAL REPORT 2024
We did not identify any key audit matters relating to the audit of the financial statements of the parent
company only.
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the
effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial
statements and in forming the opinion in the auditor’s report.
Materiality was determined as follows:
Materiality measure
Group
Parent company
Materiality for
financial statements
as a whole
We define materiality as the magnitude of misstatement in the financial
statements that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of these financial
statements. We use materiality in determining the nature, timing and extent
of our audit work.
Materiality was assessed during planning procedures and re-evaluated
during the course of the audit. We noted there had been no significant
change in the business and therefore the benchmarks applied during
planning procedures continued to be appropriate. Given that the value of all
benchmarks considered increased from our initial assessment, the level of
materality applied at planning would still capture any misstatements.
Materiality threshold
£225,000 (2023: £200,000), which is
determined by reference to several
benchmarks as explained below.
£516,000 (2023: £530,000) which
represents 1% of total assets at the
time of our planning procedures.
Parent company component
materiality has been capped at an
amount less than group materiality
for group audit purposes.
Significant judgements
made by auditor in
determining
materiality
In determining materiality, we made
the following significant judgements:
•
The Group engagement team
compared the determined
amount against the range of
materialities that would have
been calculated had two
benchmarks (revenue and profit
before tax) been used,
recognising that a number of
measures are relevant to users
of the financial statements. The
determined materiality equates
to approximately 0.4% or
revenue, approximately 8.1% of
profit before tax. The
percentages used were judged
to be appropriate based on the
level of risk associated with the
group.
Materiality for the current year is
higher than the level that we
determined for the year ended 31
March 2023. As this is now our
second year as auditor, we have
obtained a greater understanding of
the Group, its financial reporting and
business processes and the lack of
complexity therein.
In determining materiality, we made
the following significant judgements:
•
Total assets was considered the
most appropriate benchmark
because the parent company’s
purpose is to hold investments in
its subsidiary companies and in
the amounts receivable from
subsidiary companies, and does
not trade.
Materiality for the current year is
lower than the level that we
determined for the year ended 31
March 23, as forecast total assets for
the year ended 31 March 2024 were
lower than the 31 March 2023 actual
amount when materiality was
determined.
ANNUAL REPORT 2024
37
Materiality measure
Group
Parent company
Performance
materiality used to
drive the extent of
our testing
We set performance materiality at an amount less than materiality for the
financial statements as a whole to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance
materiality threshold
£157,500 (2023: £130,000), which is
70% (2023: 65%) of financial
statement materiality.
£361,200 (2023: £344,500), which is
70% (2023: 65%) of financial
statement materiality.
Significant judgements
made by auditor in
determining
performance
materiality
In determining performance
materiality, we considered the
following factors:
•
our understanding of the entity,
updated during the performance
of risk assessment procedures;
•
our assessment of the strength
and effectiveness of the design of
the control environment;
•
FIH operate in relatively stable
markets with long-term contracts;
and
•
a significant portion of the group’s
activities are based in the
Falkland Islands and are
therefore remote from head
office.
In determining performance
materiality, we considered the
following factors:
•
our understanding of the entity,
updated during the performance
of risk assessment procedures;
and
our assessment of the strength
and effectiveness of the design of
the control environment.
Specific materiality
We determine specific materiality for one or more particular classes of
transactions, account balances or disclosures for which misstatements of
lesser amounts than materiality for the financial statements as a whole could
reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
Specific materiality
We determined a lower level of specific materiality for the following areas:
•
Related party transactions;
•
Directors’ remuneration; and
•
Auditor’s remuneration
Communication of
misstatements to the
Audit and Risk
committee
We determine a threshold for reporting unadjusted differences to the Audit
and Risk Committee.
Threshold for
communication
£11,250 (2023: £10,000), which
represents 5% of financial statement
materiality, and misstatements below
that threshold that, in our view,
warrant reporting on qualitative
grounds.
£25,800 (2023: £26,500), which
represents 5% of financial statement
materiality, and misstatements below
that threshold that, in our view,
warrant reporting on qualitative
grounds.
Auditors Report
CONTINUED
38
ANNUAL REPORT 2024
The graph below illustrates how performance materiality and the range of component materiality
interacts with our overall materiality and the threshold for communication to the Audit and Risk
Committee.
Overall materiality - Group
Overall materiality - Parent
FSM: Financial statement materiality, PM: Performance materiality, RoM: Range of materiality at 6 components, TfC:
Threshold for communication to the Audit and Risk Committee
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the group’s and the parent
company’s business and in particular matters related to:
Understanding the group, its components, and their environments, including group-wide controls
•
We obtained an understanding of the Group and its environment, including group-wide controls,
and assessed the risks of material misstatement at the group level; and
•
We performed an evaluation of the design and implementation of controls over the financial
reporting systems and effectiveness of the control environment as part of our risk assessment.
Identifying significant components
•
We assessed quantitative factors to identify components which are significant to the Group. We
determined any individual component which significantly contributed to revenue to be financially
significant to the Group.
PBT, £2.8m
FSM, £225,000 (8.1%)
Total assets, £60.5m
FSM, £516,000 (0.9%, 1% at planning)
FSM
£225,000
PM
£157,500
RoM
£210,000 to
£125,000
TfC
£11,250
FSM £516,000
PM £361,200
TfC £25,800
ANNUAL REPORT 2024
39
•
We identified individually financially significant components as The Falkland Islands Company
Limited (Stanley Division) and Momart Limited. These two components were subject to full scope
audit procedures and represent 92% of the Group’s revenue and 88% of the Group’s profit before
tax. Full-scope procedures were also performed over FIH Group plc (parent company) Gosport
Ferry Limited, as it has been identified as a material component. All work in relation to these
components was performed by the Group audit team;
•
We identified four components for specified audit procedures on specific balances. The work on
these components was targeted according to the nature of the balances within these components.
All work in relation to these components was performed by the Group audit team.
•
We conducted analytical procedures commensurate with their significance to the Group’s results
and financial position, for the remaining sixcomponents.
Type of work to be performed on financial information of parent and other components (including how it
addressed the key audit matters)
•
In order to address the audit risks identified during our planning procedures, including the key audit
matter as set out above, for the Company and financially significant components requiring a full-
scope approach, we evaluated the design and implementation of controls over the financial
reporting systems identified as part of our risk assessment and addressed critical accounting
matters. We then undertook substantive testing on significant transactions, material account
balances and consolidation adjustments.
•
For components identified for specified audit procedures, audit procedures were performed on cash
to provide us with sufficient group coverage.
Performance of our audit
•
Procedures performed over four components at which full-scope audit was performed covered 100%
of revenue, 90% of total assets and 93% of profit before tax. Specific-scope audit and specified audit
procedures covered 7% of total assets.
•
This resulted in the following coverage: revenue 100%; total assets 97% and profit before tax 93%.
•
The audit team performed in-person audit procedures for the three trading divisions, two of which
were significant components. Three visits were made to the Falkland Islands, including one by the
audit partner.
Audit approach
No. of
components
% coverage
total assets
% coverage
revenue
% coverage
PBT
Full-scope audit
4
(2023: 4)
90
(2023: 93)
100
(2023: 100%)
93
(2023: 92)
Specified audit
procedures
3
(2023: 3)
7
(2023: 7)
0
(2023: 0)
0
(2023: 0)
Analytical procedures
10
(2023: 10)
3
(2023: 0)
0
(2023: 0)
7
(2023: 8)
Total
17
(2023: 17)
100
100
100
Auditors Report
CONTINUED
40
ANNUAL REPORT 2024
Changes in approach from previous period
Gosport Ferry Limited, previously considered a significant component, has been downgraded in the
current year. When assessing the significance of each entity, revenue served as a key benchmark. As
the entity contributed 7.9% of Group revenue, it is not considered significant. Whilst this classification
change has occurred, it has not impacted the level of work performed on the entity as a full-scope audit
was required to gain sufficient coverage.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
We have nothing to report in this regard.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and
returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities in Respect of the Annual Report
and Financial Statements set out on page 32, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
ANNUAL REPORT 2024
41
In preparing the financial statements, the directors are responsible for assessing the group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to
which our procedures are capable of detecting irregularities, including fraud, is detailed below:
•
We obtained an understanding of the legal and regulatory frameworks that are most applicable to
the group and company and determined that the most significant which are directly relevant to
specific assertions in the financial statements are those related to the reporting frameworks (UK-
adopted international accounting standards, the Companies Act 2006, AIM Rules for Companies,
National Minimum Wage Act 1998 and relevant UK and Falkland Islands tax legislation);
•
We obtained an understanding of the most applicable legal and regulatory frameworks and how the
Group and company are complying with them by making inquiries of management, the Audit and
Risk Committee and other personnel within the organisation. We corroborated inquiries through our
review of Board minutes and papers provided to the Audit and Risk committee;
•
We assessed the susceptibility of the company’s financial statements to material misstatement,
including how fraud might occur. Audit procedures included:
− Identifying and assessing the design effectiveness of management’s controls designed to
prevent and detect irregularities;
− Challenging assumptions and judgements made by management in its evaluation of accounting
estimates;
− Identifying and testing those journal entries matching certain risk criteria.
•
These audit procedures were designed to provide reasonable assurance that the financial
statements were free from fraud or error. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that
result from fraud is inherently more difficult than detecting those that result from error, as fraud may
involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and transactions reflected in the
financial statements, the less likely we would become aware of it;
•
The engagement partner’s assessment of the appropriateness of the collective competence and
capabilities of the engagement team included consideration of the engagement team’s:
−
Understanding of, and practical experience with, audit engagements of a similar nature
and complexity through appropriate training and participation.
−
Knowledge of the industry in which the parent company and the Group operate; and
−
Understanding of the legal and regulatory requirements specific to the parent company
and the Group
•
We communicated relevant laws and regulations and potential fraud risks to all engagement team
members, and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Auditors Report
CONTINUED
42
ANNUAL REPORT 2024
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Matthew Buckingham
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Birmingham
7 August 2024
Consolidated Income Statement
FOR THE YEAR ENDED 31 MARCH 2024
ANNUAL REPORT 2024
43
Notes
Underlying
2024
£’000
Non-trading
Items
(Note 5)
2024
£’000
Total
2024
£’000
Underlying
2023
£’000
Non-trading
Items
(Note 5)
2023
£’000
Total
2023
£’000
4
Revenue
52,460
–
52,460
52,712
–
52,712
Cost of sales
(30,000)
–
(30,000)
(31,588)
–
(31,588)
Gross profit
22,460
–
22,460
21,124
–
21,124
Operating expenses
(18,444)
(371)
(18,815)
(17,111)
(79)
(17,190)
Operating
profit / (loss)
4,016
(371)
3,645
4,013
(79)
3,934
8
Finance income
125
–
125
3
–
3
8
Finance expense
(764)
(244)
(1,008)
(798)
907
109
Profit / (loss)
before tax
3,377
(615)
2,762
3,218
828
4,046
9
Taxation
(949)
153
(796)
(705)
(219)
(924)
4
Profit / (loss) for the
year attributable to
equity holders of the
company
2,428
(462)
1,966
2,513
609
3,122
10
Earnings per share
Basic
15.7p
24.9p
Diluted
15.7p
24.9p
The accompanying notes form part of these Financial Statements.
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2024
44
ANNUAL REPORT 2024
Notes
2024
£’000
2023
£’000
Profit for the year
1,966
3,122
Amortisation of hedge reserve
13
13
17
Deferred tax on derivative financial instruments and other financial liabilities
(28)
(3)
Items that are or may be reclassified subsequently to profit or loss
(15)
10
23
Re-measurement of the FIC defined benefit pension scheme
99
553
17
Movement on deferred tax asset relating to the pension scheme
(26)
(176)
Items which will not ultimately be recycled to the income statement
73
377
Total other comprehensive income
58
387
Total comprehensive income
2,024
3,509
The accompanying notes form part of these Financial Statements.
Consolidated Balance Sheet
AT 31 MARCH 2024
ANNUAL REPORT 2024
45
Notes
2024
£’000
2023
£’000
Non-current assets
11
Intangible assets
4,407
4,376
12
Property, plant and equipment
38,664
38,677
13
Investment properties
7,710
7,922
15
Investment in joint venture
259
259
16
Finance lease receivable
557
681
17
Deferred tax assets
428
482
26
Derivative financial instruments
1,328
1,559
Total non-current assets
53,353
53,956
Current assets
18
Inventories
6,698
6,876
19
Trade and other receivables
10,898
10,189
16
Finance lease receivable
403
397
Corporation tax receivable
89
–
20
Cash and cash equivalents
9,650
12,800
Total current assets
27,738
30,262
TOTAL ASSETS
81,091
84,243
Current liabilities
22
Trade and other payables
(11,112)
(13,718)
21
Interest-bearing loans and borrowings
(1,535)
(1,520)
Corporation tax payable
(185)
(599)
Total current liabilities
(12,832)
(15,837)
Non-current liabilities
21
Interest-bearing loans and borrowings
(16,847)
(18,214)
23
Employee benefits
(1,647)
(1,978)
17
Deferred tax liabilities
(4,679)
(4,215)
Total non-current liabilities
(23,173)
(24,407)
TOTAL LIABILITIES
(36,005)
(40,244)
Net assets
45,086
43,974
25
Capital and reserves
Equity share capital
1,251
1,251
Share premium account
17,590
17,590
Other reserves
703
703
Retained earnings
25,613
24,514
Hedging reserve
(71)
(84)
Total equity
45,086
43,974
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:
S I Munro
R Shamu
Director
Director
Company Balance Sheet
AT 31 MARCH 2024
46
ANNUAL REPORT 2024
Notes
2024
£’000
2023
£’000
Non-current assets
13
Investment properties
18,541
18,751
14
Investment in subsidiaries
26,735
26,757
19
Loans to subsidiaries
11,207
10,257
26
Derivative financial instruments
1,328
1,559
Total non-current assets
57,811
57,324
Current assets
19
Trade and other receivables
30
11
Corporation tax receivable
–
189
20
Cash and cash equivalents
2,639
3,307
Total current assets
2,669
3,507
TOTAL ASSETS
60,480
60,831
Current liabilities
22
Trade and other payables
(7,026)
(5,939)
Corporation tax payable
(185)
–
21
Interest-bearing loans and borrowings
(529)
(529)
Total current liabilities
(7,740)
(6,468)
Non-current liabilities
21
Interest-bearing loans and borrowings
(11,094)
(11,617)
17
Deferred tax
(1)
(391)
Total non-current liabilities
(11,095)
(12,008)
TOTAL LIABILITIES
(18,835)
(18,476)
Net assets
41,645
42,355
25
Capital and reserves
Equity share capital
1,251
1,251
Share premium account
17,590
17,590
Other reserves
5,389
5,389
Retained earnings
17,486
18,209
Hedging reserve
(71)
(84)
Total equity
41,645
42,355
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:
S I Munro
R Shamu
Director
Director
Registered company number: 03416346
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
ANNUAL REPORT 2024
47
Notes
2024
£’000
2023
£’000
Cash flows from operating activities
Profit for the year after taxation
1,966
3,122
Adjusted for:
Cash items:
Bank interest payable
403
424
Bank interest receivable
(125)
–
Non-cash items:
11
Amortisation
20
10
12
Depreciation: Property, plant and equipment
2,337
2,420
13
Depreciation: Investment properties
219
210
23
Interest cost on pension scheme liabilities
87
70
24
Equity-settled share-based payment (income) / expenses
(93)
41
Fair value movement in derivative financial instrument
244
(907)
Loss / (gain) on disposal of property, plant and equipment
35
(337)
Exchange losses on cash balances
19
26
Lease liability finance expense
274
304
Decrease in finance lease receivable
118
158
Corporation and deferred tax expense
796
924
Cash and non-cash items
4,334
3,343
Operating cash flow before changes in working capital
6,300
6,465
Increase in trade and other receivables
(709)
(2,198)
Decrease / (increase) in inventories
178
(136)
(Decrease) / increase in trade and other payables
(2,606)
3,748
Changes in working capital
(3,137)
1,414
Cash generated from operations
3,163
7,879
23
Payments to pensioners
(319)
(101)
Corporation taxes paid
(835)
(243)
Net cashflow from operating activities
2,009
7,535
Cash flows from investing activities
12
Purchase of property, plant and equipment
(2,154)
(1,859)
11
Purchase of Intangibles
(51)
(115)
13
Purchase of investment properties
(7)
(10)
Bank interest receivable
125
–
Proceeds from sale of property, plant and equipment
53
378
Net cash flow from investing activities
(2,034)
(1,606)
Continued on next page.
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
48
ANNUAL REPORT 2024
Notes
2024
£’000
2023
£’000
Cash flow from financing activities
Repayment of bank loans
(929)
(928)
Bank interest paid
(403)
(424)
Repayment of lease liabilities principal
(681)
(618)
Lease liabilities interest paid
(274)
(304)
Dividends paid
(819)
(401)
Net cash flow from financing activities
(3,106)
(2,675)
Net (decrease) / increase in cash and cash equivalents
(3,131)
3,254
Cash and cash equivalents at start of year
12,800
9,572
Exchange losses on cash balances
(19)
(26)
Cash and cash equivalents at end of year
9,650
12,800
The accompanying notes form part of these Financial Statements.
Company Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
ANNUAL REPORT 2024
49
Notes
2024
£’000
2023
£’000
Cash flows from operating activities
Company profit for the year
214
440
Adjusted for:
Bank interest receivable
(125)
–
Bank interest payable
362
368
Fair value movement in financial derivative instrument
244
(907)
Equity-settled share-based payment expenses
(71)
47
13
Depreciation: Investment properties
210
210
Corporation and deferred tax expense
116
250
Cash and non-cash items
736
(32)
Operating cash flow before changes in working capital
950
408
(Increase) / decrease in trade and other receivables
(19)
34
Decrease in trade and other payables
(65)
(95)
Changes in working capital
(84)
(61)
Cash generated from operations
866
347
Corporation taxes paid
(157)
(105)
Net cash flow from operating activities
709
242
Cash flow from investing activities
Purchase of property, plant and equipment
–
(5)
Bank interest receivable
125
–
Net cash flow from investing activities
125
(5)
Cash flow from financing activities
Bank loan repaid
(523)
(522)
Interest paid
(362)
(368)
Cash (outflows) / inflows in inter-company borrowing
(950)
185
Cash inflows / (outflows) in inter-company borrowing
1,152
(200)
Dividends paid
(819)
(401)
Net cash flow from financing activities
(1,502)
(1,306)
Net decrease in cash and cash equivalents
(668)
(1,069)
Cash and cash equivalents at start of year
3,307
4,376
Cash and cash equivalents at end of year
2,639
3,307
The accompanying notes form part of these Financial Statements.
Consolidated Statement of Changes in
Shareholders’ Equity
FOR THE YEAR ENDED 31 MARCH 2024
50
ANNUAL REPORT 2024
Equity share
capital
£’000
Share
premium
account
£’000
Other
reserves
£’000
Retained
earnings
£’000
Hedge
reserve
£’000
Total equity
£’000
Balance at 1 April 2022
1,251
17,590
703
21,378
(97)
40,825
Profit for the year
–
–
–
3,122
–
1,485
Amortisation of hedge reserve
–
–
–
–
13
13
Deferred tax on derivative
financial instruments and other
financial liabilities
–
–
–
(3)
–
(3)
Re-measurement of the defined
benefit pension liability, net
of tax
–
–
–
377
–
377
Total comprehensive income
–
–
–
3,496
13
3,509
Transactions with owners in
their
capacity as owners:
Share based payments
–
–
–
41
–
41
Dividends paid
–
–
–
(401)
–
(401)
Total transactions with owners
–
–
–
(360)
–
(360)
Balance at 31 March 2023
1,251
17,590
703
24,514
(84)
43,974
Profit for the year
–
–
–
1,966
–
1,966
Amortisation of hedge reserve
–
–
–
–
13
13
Deferred tax on derivative
financial instruments and other
financial liabilities
–
–
–
(28)
–
(28)
Re-measurement of the defined
benefit pension liability, net
of tax
–
–
–
73
–
73
Total comprehensive income
–
–
–
2,011
13
2,024
Transactions with owners in
their capacity as owners:
Share based payments
–
–
–
(93)
–
(93)
Dividends paid
–
–
–
(819)
–
(819)
Total transactions with owners
–
–
–
(912)
–
(912)
Balance at 31 March 2024
1,251
17,590
703
25,613
(71)
45,086
The accompanying notes form part of these Financial Statements.
Company Statement of Changes in
Shareholders’ Equity
FOR THE YEAR ENDED 31 MARCH 2024
ANNUAL REPORT 2024
51
Equity share
capital
£’000
Share
premium
account
£’000
Other
reserves
£’000
Retained
earnings
£’000
Hedge
reserve
£’000
Total
equity
£’000
Balance at 1 April 2022
1,251
17,590
5,389
18,128
(97)
42,261
Profit for the year
–
–
–
440
–
440
Amortisation of hedge reserve
–
–
–
–
13
13
Total comprehensive income
–
–
–
440
13
453
Transactions with owners in
their capacity as owners:
Share based payments
–
–
–
42
–
42
Dividends paid
–
–
–
(401)
–
(401)
Total transactions with owners
–
–
–
(359)
–
(359)
Balance at 31 March 2023
1,251
17,590
5,389
18,209
(84)
42,355
Profit for the year
–
–
–
214
–
214
Deferred tax on derivative
financial instrument and other
financial liabilities
–
–
–
(25)
–
(25)
Amortisation of hedge reserve
–
–
–
–
13
13
Total comprehensive expense
–
–
–
189
13
202
Transactions with owners in
their capacity as owners
Share based payments
–
–
–
(93)
–
(93)
Dividends paid
–
–
–
(819)
–
(819)
Total transactions with owners
–
–
–
(912)
–
(912)
Balance at 31 March 2024
1,251
17,590
5,389
17,486
(71)
41,645
The accompanying notes form part of these Financial Statements.
Notes to the Financial Statements
52
ANNUAL REPORT 2024
1. Accounting policies
General information
FIH group plc (the “Company”) is a public company limited by shares incorporated and domiciled in the UK.
Reporting entity
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”).
The Parent Company financial statements present information about the Company as a separate entity and not about its
Group. The consolidated financial statements of the Group for the year ended 31 March 2024 were authorised for issue in
accordance with a resolution of the directors on 7 August 2024.
Basis of preparation
Both the Parent Company financial statements and the Group financial statements have been prepared in accordance
with UK-adopted International Accounting Standards (“Adopted IFRS”). On publishing the Parent Company financial
statements together with the Group financial statements, the Company is taking advantage of the exemption in s408 of
the Companies Act 2006 not to present its individual income statement and related notes that form a part of the approved
financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these consolidated financial statements.
Judgements made by the directors in the application of these accounting policies that have a significant effect on the
financial statements and estimates with a significant risk of material adjustment next year are discussed in note 30.
The financial statements are presented in pounds sterling, rounded to the nearest thousand and are prepared on the
historical cost basis, as modified by the revaluation of certain financial instruments held at fair value.
The cash flows between the parent Company and its subsidiaries have been classified as either financing or investing
activities, depending on whether they relate to subsidiaries in a net payable or net receivable position respectively.
Going concern
The directors are responsible for preparing a going concern assessment covering a period of at least 12 months with the
directors having assessed the period to 31 March 2026 (the going concern period). The financial statements have been
prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
As at 31 March 2024 the Group had net current assets of £14.9 million, cash balances of £9.7 million and net debt of
approximately £7.4 million.
Cash flow forecasts for the Group have been prepared covering the going concern period and the directors have considered
downside scenarios to the base case forecasts to reflect emerging risks and uncertainties as a result of global economic
conditions. Both base and sensitised forecasts indicate that the business has sufficient funds to meet liabilities and comply
with covenants within the going concern period.
Consequently, the directors are confident that the Group and Company will have sufficient funds to continue to meet its
liabilities as they fall due within the going concern period.
ANNUAL REPORT 2024
53
Basis of consolidation
The consolidated financial statements comprise the financial statements of FIH group plc and its subsidiaries (the “Group”).
A subsidiary is any entity FIH group plc has the power to control. Control is determined by FIH group plc’s exposure or
rights, to variable returns from its involvement with the subsidiary and the ability to affect those returns through its power
over the subsidiary. The financial statements of subsidiaries are prepared for the same reporting period as the Parent
Company. The accounting policies of subsidiaries have been changed, when necessary, to align them with the policies
adopted by the Group.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from
the date on which control is transferred out of the Group.
All intra-company balances and transactions, including unrealised profits arising from intra-group transactions, are
eliminated in full in preparing the consolidated financial statements. Investments in subsidiaries within the Company balance
sheet are stated at impaired cost.
Presentation of income statement
Due to the non-prescriptive nature under IFRS as to the format of the income statement, the format used by the Group is
explained below.
Operating profit is the pre-finance profit of continuing activities and acquisitions the Group, and in order to achieve
consistency and comparability, is analysed to show separately the results of normal trading performance (“underlying
profit”), individually significant charges and credits, changes in the fair value of financial instruments and non-trading items.
Such items arise because of their size or nature.
In the year ended 31 March 2024, non-trading items were made up of £228,000 redundancy costs and £310,000 liabilities
for PAYE and national insurance payments. In the year ended 31 March 2023, non-trading items were made up of £79,000
of redundancy costs. Non-trading items also included a credit release of £167,000 relating to old credit balances in FIC.
Fair value movements on hedging items are included as a non-trading finance income/cost.
Foreign currencies
Transactions in foreign currencies are translated to the functional currencies of Group entities at exchange rates ruling
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the
functional currency using the relevant rates of exchange ruling at the balance sheet date and the gains or losses thereon
are included in the income statement.
Non-monetary assets and liabilities are translated using the exchange rate at the date of the initial transaction.
Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises
purchase price and directly attributable expenses. Depreciation is charged to the income statement on a straight-line basis
over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as
follows:
Right to use assets
5 – 50 years
Freehold buildings
20 – 50 years
Long leasehold land and buildings
50 years
Vehicles, plant and equipment
4 – 10 years
Ships
15 – 30 years
The carrying value of assets and their useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. If
an indication of impairment exists, the assets are written down to their recoverable amount and the impairment is charged
to the income statement in the period in which it arises. Freehold land and assets under construction are not depreciated.
Investment properties – Group
Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment
properties are measured at cost less accumulated depreciation and impairment losses. Cost comprises purchase price and
Notes to the Financial Statements
CONTINUED
54
ANNUAL REPORT 2024
directly attributable expenses. Depreciation is charged to the income statement on a straight-line basis over the estimated
useful lives of each property. The investment property portfolio in the Falkland Islands consists mainly of properties built by
FIC, and these and the properties purchased are depreciated over an estimated useful life of 50 years.
Investment properties – Company
The investment property in the Company consists of the Leyton site purchased in December 2018, with five warehouses
which are rented to Momart. The purchase price allocated to land has not been depreciated, and the purchase price
allocated to each property has been depreciated on a straight-line basis over the expected useful life, after consideration
of the age and condition of each property, down to an estimated residual value of nil.
The carrying value of assets and their useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. If
an indication of impairment exists, the assets are written down to their recoverable amount and the impairment is charged
to the income statement in the period in which it arises. Freehold land is not depreciated.
Joint Ventures
Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual
agreement and requiring the joint venture partners’ unanimous consent for strategic financial and operating decisions. FIH
group plc has joint control over an investee when it has exposure or rights to variable returns from its involvement with the
joint venture and has the ability to affect those returns through its joint power over the entity.
Jointly controlled entities are accounted for using the equity method (equity accounted investees) and are initially recognised
at cost. The consolidated financial statements include the Group’s share of the total comprehensive income and equity
movements of equity accounted investees, from the date that significant influence or joint control commences until the
date that significant influence or joint control ceases. When the Group’s share of losses exceeds its interest in an equity
accounted investee, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except
to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee.
Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and businesses.
Acquisitions prior to 1 April 2006
In respect of acquisitions prior to transition to IFRS, goodwill is recorded on the basis of deemed cost, which represents the
amount recorded under previous Generally Accepted Accounting Principles (“GAAP”) as at the date of transition. Goodwill
is not amortised but reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate
that the carrying value may be impaired. At 31 March 2023, all goodwill arising on acquisitions prior to 1 April 2006 has
either been offset against other reserves on acquisition, or written off through the income statement as an impairment in
prior years.
Acquisitions on or after 1 April 2006
Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the
acquirer’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired business.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but reviewed for impairment annually or more frequently if events or changes in circumstances indicate that
the carrying value may be impaired. Amortisation is charged to the income statement on a straight-line basis over the
estimated useful lives of intangible assets unless such lives are indefinite. Other intangible assets are amortised from
the date they are available for use. In the year ended 31 March 2014, the directors reviewed the life of the brand name
at Momart and after considerations of its strong reputation in a niche market and its history of stable earnings and cash
flow, which is expected to continue into the foreseeable future, determined that its useful life is indefinite, and amortisation
ceased from 1 October 2013.
ANNUAL REPORT 2024
55
Computer software
Acquired computer software is capitalised as an intangible asset on the basis of the cost incurred to acquire and bring
the specific software into use. Amortisation is charged to the income statement on a straight-line basis over the estimated
useful lives of intangible assets from the date that they are available for use. The estimated useful life of computer software
is seven years.
Impairment of non-financial assets
At each reporting date the Group assesses whether there is any indication that an asset may be impaired. Goodwill and
intangible assets with indefinite lives are tested for impairment, at least annually. Where an indicator of impairment exists
or the asset requires annual impairment testing, the Group makes a formal estimate of the recoverable amount. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. Impairment losses are recognised in the income statement.
Recoverable amount is the greater of an asset’s or cash-generating unit’s fair value, less cost to sell or value in use. It
is determined for an individual asset, unless the asset’s value in use cannot be estimated and it does not generate cash
inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount
is determined for the cash-generating unit to which the asset belongs. In assessing value in use, the estimated future cash
flows are discounted to their present value using a discount rate that reflects current market assessments of the time value
of money and risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses are reversed if there
has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
Finance income and expense
Net financing costs comprise interest payable and interest receivable which are recognised in the income statement.
Interest income and interest payable are recognised as a profit or loss as they accrue, using the effective interest method.
Employee share awards
The Group provides benefits to certain employees (including directors) in the form of share-based payment transactions,
whereby the recipient renders service in return for shares or rights over future shares (“equity settled transactions”). The
cost of these equity settled transactions with employees is measured by reference to an estimate of their fair value at
the date on which they were granted using an option input pricing model taking into account the terms and conditions
upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of
share options for which the related service and non-market performance conditions are expected to be met, such that
the amount ultimately recognised as an expense is based on the number of share options that meet the related service
and non-market performance conditions at the vesting date. For share-based payment awards with market performance
vesting conditions, the grant date fair value of the share-based payments is measured to reflect such conditions and there
is no true up for differences between expected and actual outcomes.
The cost of equity settled transactions is recognised, together with a corresponding increase in reserves, over the period
in which the performance conditions are fulfilled, ending on the date that the option vests. Where the Company grants
options over its own shares to the employees of subsidiaries, it recognises, in its individual financial statements, an increase
in the cost of investment in its subsidiaries equal to the equity settled share-based payment charge recognised in its
consolidated financial statements with the corresponding credit being recognised directly in equity.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each product
to its present location and condition. The cost of raw materials, consumables and goods for resale comprises purchase
cost, on a weighted average basis and where applicable includes expenditure incurred in transportation to the Falkland
Islands. Work-in-progress and finished goods cost includes direct materials and labour plus attributable overheads based
on a normal level of activity. Construction-in-progress is stated at the lower of cost and net realisable value. Net realisable
value is estimated at selling price in the ordinary course of business less costs of disposal.
Notes to the Financial Statements
CONTINUED
56
ANNUAL REPORT 2024
Pensions
Defined contribution pension schemes
The Group operates defined contribution schemes at PHFC and Momart, and at FIC employees are enrolled in the
Falkland Islands Pension Scheme (“FIPS”). The assets of all these schemes are held separately from those of the Group in
independently administered funds. The amount charged to the income statement represents the contributions payable to
the schemes in respect to the accounting period.
Defined benefit pension schemes
The Group has one pension scheme providing benefits based on final pensionable pay, which is unfunded and closed to
further accrual. The Group’s net obligation in respect of the defined benefit pension plan is calculated by estimating the
amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit
is discounted to its present value. The liability discount rate is the yield at the balance sheet date on AA credit-rated bonds
that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by a qualified
actuary using the projected unit credit method.
The current service cost and costs from settlements and curtailments are charged against operating profit. Past service
costs are recognised immediately within profit and loss. The net interest cost on the defined benefit liability for the period is
determined by applying the discount rate used to measure the defined benefit obligation at the end of the period to the net
defined benefit liability at the beginning of the period. It takes into account any changes in the net defined benefit liability
during the period. Re-measurements of the defined benefit pension liability are recognised in full in the period in which they
arise in the statement of comprehensive income.
Trade and other receivables
Trade receivables are initially recorded at transaction price and are subsequently carried at amortised cost, less provision for
impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement.
Trade and other payables
Trade and other payables are stated at their cost less payments made.
Dividends
Dividends unpaid at the balance sheet date are only recognised as liabilities at that date to the extent that they are
appropriately authorised and are no longer at the discretion of the Company.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash balances and call deposits with an original maturity of three
months or less.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption
value being recognised in the income statement over the period of the borrowings on an effective interest basis.
Taxation
Taxation on the profit or loss for the year comprises current and deferred tax. Current tax is recognised in the income
statement, except to the extent that it relates to items recognised directly in equity, in which case it is recognised directly
in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted, or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect
of previous years.
ANNUAL REPORT 2024
57
Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following
temporary timing differences are not recognised:
•
Goodwill not deductible for tax purposes; and
•
Initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profits.
•
Temporary differences related to investments in subsidiaries, to the extent that it is probable that they will not reverse
in the foreseeable future.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which
the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is recognised at the tax rates
that are expected to be applied to the temporary differences when they reverse, based on rates that have been enacted
or substantially enacted by the reporting date.
Cash-flow hedges
The effective portions of changes in the fair values of derivatives that are designated and qualify as cash-flow hedges
are recognised in equity. The gain or loss to any ineffective portion is recognised immediately in the income statement.
Amounts accumulated in the hedging reserve are recycled to the income statement in the periods when the hedged items
will affect profit or loss.
Revenue recognition
IFRS 15 Revenue, requires revenue to be recognised under a ‘five-step’ approach when a customer obtains control of
goods or services in line with the performance obligations identified on the contract. Under IFRS 15, revenue recognition
must reflect the standard’s five-step approach which requires the following:
•
Identification of the contract with the customer;
•
Identification of the performance obligations in the contract;
•
Determination of the transaction price;
•
Allocation of the transaction price to the performance obligations;
•
Recognition of the revenue when (or as) each performance obligation is satisfied.
In accordance with the standard, revenue is recognised, net of discounts, VAT, Insurance Premium Tax and other sales
related taxes, either at the point in time a performance obligation has been satisfied or over time as control of the asset
associated with the performance obligation is transferred to the customer.
For all contracts identified, the Group determines if the arrangement with the customer creates enforceable rights and
obligations. For contracts with multiple components to be delivered, such as the inbound and outbound leg of moving art
exhibitions as well as delivering, handling and administration services, management applies judgement to consider whether
those promised goods and services are:
•
distinct – to be accounted for as separate performance obligations;
•
not distinct – to be combined with other promised goods or services until a bundle is identified that is distinct; or
•
part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer
to the customer.
At contract inception the total transaction price is identified, being the amount to which the Group expects to be entitled
and to which it has present enforceable rights under the contract. Once the total transaction price is determined, the Group
allocates this to the identified performance obligations in proportion to their relative standalone selling prices and revenue
is then recognised when (or as) those performance obligations are satisfied.
Discounts are allocated proportionally across all performance obligations in the contract unless directly observable evidence
exists that the discount relates to one or more, but not all, performance obligations.
For each performance obligation, the Group determines if revenue will be recognised over time or at a point in time. For
each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully
Notes to the Financial Statements
CONTINUED
58
ANNUAL REPORT 2024
depicts the Group’s performance in transferring control of the goods or services to the customer. This decision requires
assessment of the nature of the goods or services that the Group has promised to transfer to the customer.
Revenue streams of the Group
The revenues streams of the Group have been analysed and considered in turn.
Retail revenues arising from the sale of goods and recognised at the point of sale
The retail revenues in the Falkland Islands arise from the sale of goods in the retail outlets and the sale of vehicles and
parts at Falklands 4x4, are recognised at the point of sale, which is usually at the till, when the goods are paid for by cash
or credit or debit card. A finance lease receivable arises on the sale of goods when the Group provides finance for the
purchases as the Group is considered under IFRS 16, to be a dealer lessor.
Housing revenue is generally recognised on completion of the single performance obligation of supplying a house, once
the keys are handed over on legal completion. However, larger contracts such as the construction of houses for FIG are
treated as long term construction contracts as detailed below.
Transportation of art
In the UK, Momart earns revenue from fine art logistical services (transport, installations or de-installations) and storage
services. Revenue is recognised for logistical services completed. Momart classifies this income into either Museum
Exhibitions revenue, which includes the income from UK and International museums, or Gallery Services revenue, which
includes revenue earned from art galleries and auction houses. Inbound and outbound installations are treated as separate
obligations. Revenue is recognised when the service is completed.
Revenues arising from the rendering of services and recognised over a period of time
Storage of art
Storage revenue is recognised according to the time in storage, as reflected in storage agreements.
Long term construction contracts
Revenue from long term construction contracts is recognised under IFRS 15 by the application of the input method on
the basis that the nature of the construction contracts which the Group typically enters into is such that work performed
creates or enhances an asset which the customer controls. Construction contract revenue is measured using the direct
measurement of the goods or services provided to date, including materials and labour. Un-invoiced amounts are presented
as contract assets and amounts invoiced in advance of delivery are presented as contract liabilities.
Where a modification is required, the Group assesses the nature of the modification and whether it represents a separate
performance obligation required to be satisfied by the Group or whether it is a modification to the existing performance
obligation.
Other revenues recognised over time
Other revenues recognised over time, include rental income from the rental property portfolio at FIC, which is recognised
monthly as the properties are occupied, and car hire income which is recognised over the hire period.
The majority of revenues recognised immediately from the rendering of services arise from the PHFC fare income, which
is taken on a daily basis for daily tickets. Season tickets are available, however the revenue earned from these is negligible
as most passengers purchase daily tickets. Quarterly and monthly season tickets are recognised over the life of the ticket
with a balance held in deferred income.
Other revenues arising from the rendering of services and recognised immediately include:
•
Agency services provided to cruise or fishing vessels for supplying provisions, trips to and from the airport and medical
evacuations;
•
Third party port services;
•
Car maintenance revenue, which generally arises on short term jobs;
ANNUAL REPORT 2024
59
•
Penguin travel income earned from tourist tours and airport trips, which is recognised on the day of the tour or
airport trip;
•
Third party freight revenue, which is recognised when the ship arrives in the Falkland Islands;
•
Insurance commission earned by FIC for providing insurance services in the Falkland Islands under the terms of an
agency agreement with Caribbean Alliance. The insurance commission is recognised in full on inception of each policy,
offset by a refund liability held within accruals, for the expected refunds over the next year calculated from a review of
the historic refunded premiums.
IFRS 9 Financial instruments
Impairment
Financial assets, which include trade debtors and finance lease receivables, are held initially at cost. IFRS 9 mandates the
use of an expected credit loss model to calculate impairment losses rather than an incurred loss model, and therefore it is
not necessary for a credit event to have occurred before credit losses are recognised.
The Group has elected to measure loss allowances utilising probability-weighted estimates of credit losses for trade
receivables at an amount equal to lifetime expected credit losses.
IFRS 16 Leases
The Group has applied IFRS 16 in accounting for leases as follows.
At inception of a contract, the Group assesses whether it is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a
lease in IFRS 16.
IFRS 16 determines whether a contract contains a lease on the basis of whether the customer has the right to control the
use of an identified asset for a period of time in exchange for consideration. This is in contrast to the focus on ‘risks and
rewards’ in IAS 17. The Group applies the definition of a lease and related guidance set out in IFRS 16 to all lease contracts
entered into or changed on or after 1 January 2019 (whether it is a lessor or a lessee in the lease contract).
(a) As a lessee
The Group:
a)
Recognises right-of-use assets and lease liabilities in the consolidated statement of financial position, initially
measured at the present value of the future lease payments;
b) Recognises depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement of
profit or loss;
c)
Separates the total amount of cash paid into a principal portion (presented within financing activities) and interest
(presented within financing activities) in the consolidated statement of cash flows.
Lease incentives (e.g. rent-free periods) are recognised as part of the measurement of the right-of-use assets and lease
liabilities.
For short-term leases (lease term of 12 months or less) and leases of low-value assets (which includes tablets and personal
computers, small items of office furniture and telephones), the Group has opted to recognise a lease expense on a straight-
line basis as permitted by IFRS 16. This expense is presented within ‘other expenses’ in profit or loss.
Right-of-use assets are tested for impairment in accordance with IAS 36 as specified by IFRS16.
Notes to the Financial Statements
CONTINUED
60
ANNUAL REPORT 2024
(b) As a lessor
In accordance with IFRS 16, leases where the Group is a lessor continue to be classified as either finance leases or
operating leases and are accounted for differently.
When goods are purchased on finance, a finance lease receivable is recorded in FIC and the goods are removed from the
balance sheet when the finance lease agreements are signed and instead, a receivable due from the customer is recorded,
as the title of the vehicle, or other goods, such as furniture, white goods or other electrical items, are deemed to have
passed to the customer at that point.
Finance lease receivables are shown in the balance sheet under current assets to the extent they are due within one year,
and under non-current assets to the extent that they are due after more than one year, and are stated at the value of the net
investment in the agreements. Finance lease income is allocated to accounting periods so as to reflect a constant periodic
rate of return on the Group’s net investment outstanding in respect of the leases.
The FIC rental property agreements which are only ever for a maximum of 12 months, and with titles that will never pass
to the customer, continue to be classified as operating leases. Rental income from operating leases is recognised on a
straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. The
rental property portfolio, which is held for leasing out under operating leases is included in investment property at cost less
accumulated depreciation and impairment losses.
Standards and revisions not yet adopted in the year to 31 March 2024
No standards not yet adopted are expected to have any significant impact on the financial statements of the Group or
Company.
2. Segmental Information Analysis
The Group is organised into three operating segments, and information on these segments is reported to the chief operating
decision maker (‘CODM’) for the purposes of resource allocation and assessment of performance. The CODM has been
identified as the executive directors.
The operating segments offer different products and services and are determined by business type: goods and essential
services in the Falkland Islands, the provision of ferry services and art logistics and storage. Segment results, assets and
liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and
intangible assets other than goodwill and any other assets purchased through the acquisition of a business.
ANNUAL REPORT 2024
61
2. Segmental Information Analysis continued
2024
General
Trading
(Falkland
Islands)
£’000
Ferry
Services
(Portsmouth)
£’000
Art Logistics
and Storage
(UK)
£’000
Unallocated
£’000
Total
£’000
Revenue
29,028
4,177
19,255
–
52,460
Segment operating profit before non-
trading items
1,766
856
1,394
–
4,016
Non-trading items
(53)
(8)
(310)
–
(371)
Profit before net financing costs
1,713
848
1,084
–
3,645
Finance income
38
38
49
–
125
Finance expense
(87)
(255)
(422)
(244)
(1,008)
Segment profit before tax
1,664
631
711
(244)
2,762
Assets and liabilities
Segment assets
35,959
9,602
31,533
3,997
81,091
Segment liabilities
(10,916)
(6,757)
(17,568)
(764)
(36,005)
Segment net assets
25,043
2,845
13,965
3,233
45,086
Other segment information
Capital expenditure:
Property, plant and equipment
1,333
364
715
–
2,412
Investment properties
7
–
–
–
7
Computer software
–
–
51
–
51
Total Capital expenditure
1,340
364
766
–
2,470
Depreciation and amortisation:
Property, plant and equipment
854
353
268
213
1,688
Investment properties
219
–
–
–
219
Computer software
–
–
20
–
20
Right of use assets
–
146
479
24
649
Total Depreciation and Amortisation
1,073
499
767
237
2,576
Underlying profit
Segment operating profit before non-
trading items
1,766
856
1,394
–
4,016
Interest income
38
38
49
–
125
Interest expense
(87)
(255)
(422)
–
(764)
Underlying profit before tax
1,717
639
1,021
–
3,377
Notes to the Financial Statements
CONTINUED
62
ANNUAL REPORT 2024
2. Segmental Information Analysis continued
2023
General
Trading
(Falkland
Islands)
£’000
Ferry
Services
(Portsmouth)
£’000
Art Logistics
and Storage
(UK)
£’000
Unallocated
£’000
Total
£’000
Revenue
29,383
3,817
19,512
–
52,712
Segment operating profit before non-trading
items
1,955
608
1,450
–
4,013
Non-trading items
–
–
(79)
–
(79)
Profit before net financing costs
1,955
608
1,371
–
3,934
Finance income
–
–
3
907
910
Finance expense
(70)
(287)
(441)
–
(798)
Segment profit before tax
1,885
321
933
907
4,046
Assets and liabilities
Segment assets
35,933
9,519
33,889
4,877
84,218
Segment liabilities
(12,954)
(7,341)
(19,364)
(585)
(40,244)
Segment net assets
22,979
2,178
14,525
4,292
43,974
Other segment information
Capital expenditure:
Property, plant and equipment
1,115
205
539
–
1,859
Investment properties
10
–
–
–
10
Computer software
81
–
34
–
115
Total Capital expenditure
1,206
205
573
–
1,984
Depreciation and amortisation:
Property, plant and equipment
1,192
317
256
–
1,765
Investment properties
210
–
–
–
210
Computer software
–
–
10
–
10
Right of use assets
39
101
515
–
655
Total Depreciation and Amortisation
1,441
418
781
–
2,640
Underlying profit
Segment operating profit before non-trading
items
Interest income
Interest expense
1,955
–
(70)
608
–
(287)
1,450
3
(441)
–
–
–
4,013
3
(798)
Underlying profit before tax
1,885
321
1,012
–
3,218
ANNUAL REPORT 2024
63
2. Segmental Information Analysis continued
The £3,997,000 (2023: £4,877,000) unallocated assets above include £2,639,000 (2023: £3,307,000) of cash, £1,328,000
(2023: £1,559,000) of derivative financial instruments and £30,000 (2023: £11,000) of trade and other receivables held in
FIH group plc. (Note 19)
The £764,000 (2023: £585,000) unallocated liabilities above consist of accruals and tax balances held within FIH group plc.
3. Geographical analysis
The tables below analyse revenue and other information by geography:
2024
United
Kingdom
£’000
Falkland
Islands
£’000
Total
£’000
Revenue (by source)
23,432
29,028
52,460
Assets and Liabilities:
Non-current segment assets, excluding deferred tax
35,693
17,232
52,925
Capital expenditure
1,130
1,340
2,470
2023
United
Kingdom
£’000
Falkland
Islands
£’000
Total
£’000
Revenue (by source)
23,329
29,383
52,712
Assets and Liabilities:
Non-current segment assets, excluding deferred tax
36,518
16,956
53,474
Capital expenditure
778
1,206
1,984
Notes to the Financial Statements
CONTINUED
64
ANNUAL REPORT 2024
4. Revenue
2024
Sale of goods
recognised
at a point in
time
£’000
Rendering
of services
recognised at
a point in time
£’000
Rendering
of services
provided over
a period of
time
£’000
Total
Revenue
£’000
Falkland Islands
Retail sales
10,721
–
–
10,721
Falklands 4x4 sales
1,790
322
584
2,696
FBS (housing and construction)
73
–
10,960
11,033
Support Services
–
2,734
851
3,585
Rental property income
–
–
993
993
FIC (Falkland Islands)
12,584
3,056
13,388
29,028
PHFC (Portsmouth)
–
4,177
–
4,177
Art logistics and storage
–
16,418
2,837
19,255
Total Revenue
12,584
23,651
16,225
52,460
2023
Sale of goods
recognised
at a point in
time
£’000
Rendering
of services
recognised
at a point in
time
£’000
Rendering
of services
provided over
a period of
time
£’000
Total
Revenue
£’000
Falkland Islands
Retail sales
9,937
–
–
9,937
Falklands 4x4 sales
2,275
294
485
3,054
FBS (housing and construction)
1,943
–
10,204
12,147
Support Services
–
2,423
827
3,250
Rental property income
–
–
995
995
FIC (Falkland Islands)
14,155
2,717
12,511
29,383
PHFC (Portsmouth)
–
3,817
–
3,817
Art logistics and storage
–
16,794
2,718
19,512
Total Revenue
14,155
23,328
15,229
52,712
ANNUAL REPORT 2024
65
5. Non-trading items
2024
£’000
2023
£’000
Profit before tax as reported
2,762
4,046
Non-trading items:
Restructuring costs
228
79
Release of old credit balances
(167)
–
Prior year PAYE and National insurance tax liabilities
310
–
3,133
4,125
Movements in fair value of the financial instruments
244
(907)
Underlying profit before tax
3,377
3,218
Restructuring costs comprise redundancy and other people-related costs. The liability for PAYE and National Insurance tax
liabilities relates to employee-related taxes from previous years. The release of old credit balances relates to a reduction in
future liabilities relating to costs incurred in prior years.
6. Expenses and auditor’s remuneration
The following expenses have been included in the profit and loss:
2024
£’000
2023
£’000
Direct operating expenses of rental properties
413
463
Depreciation
2,556
2,627
Amortisation of computer software
20
10
Foreign currency loss
19
26
Expected credit loss on trade and other receivables
150
13
Cost of inventories recognised as an expense
16,438
14,392
Auditor’s remuneration
2024
£’000
2023
£’000
Audit of these financial statements
87
195
Audit of subsidiaries’ financial statements pursuant to legislation
200
102
Total auditor’s remuneration
287
297
Additional items of expenditure not covered above or within staff costs (note 7) which are recognised within operating profit
for the year include legal and professional fees, insurance and recruitment costs.
Notes to the Financial Statements
CONTINUED
66
ANNUAL REPORT 2024
7. Staff numbers and cost
The average number of persons employed by the Group (including directors) during the year, analysed by category, was
as follows:
Number of employees
Group
Number of employees
Company
2024
2023*
2024
2023*
PHFC
28
27
–
–
Falkland Islands:
in Stanley
224
227
–
–
in UK
6
6
–
–
Art logistics & storage
133
114
–
Head office
2
3
2
3
Total average staff numbers
393
377
2
3
* Restated to exclude non-executive directors.
The aggregate payroll cost of these persons was as follows:
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Wages and salaries
15,409
13,929
814
780
Share-based payments (see note 24)
(93)
41
(93)
46
Social security costs
1,113
986
78
86
Contributions to defined contribution plans (see note 23)
580
535
21
14
Total employment costs
17,009
15,491
820
926
Details of audited directors’ remuneration are provided in the Directors’ Report, which forms part of these audited financial
statements, under the heading ‘Details of Directors’ Remuneration and Emoluments’.
8. Finance income and expense
2024
£’000
2023
£’000
Movements in fair value of derivative financial instrument
–
907
Bank interest receivable
125
3
Total finance income
125
910
Interest payable on bank loans
(403)
(424)
Movements in fair value of derivative financial instrument
(244)
–
Net interest cost on the FIC defined benefit pension scheme liability
(87)
(70)
Lease liabilities finance charge
(274)
(304)
Total finance expense
(1,008)
(798)
Net finance (expense) / income
(883)
112
ANNUAL REPORT 2024
67
9. Taxation
Recognised in the income statement
2024
£’000
2023
£’000
Current tax expense
Current year
534
579
Adjustments for prior years
(202)
(99)
Current tax expense
332
480
Deferred tax expense
Origination and reversal of temporary differences
266
413
Change in UK tax rate to 25%
–
–
Adjustments for prior years
198
31
Deferred tax expense (see note 17)
464
444
Total tax expense
796
924
Reconciliation of the effective tax rate
2024
£’000
2023
£’000
Profit on ordinary activities before tax
2,762
4,046
Tax using the UK corporation tax rate of 25% (2023: 19%)
691
769
Expenses not deductible for tax purposes
99
85
Additional capital allowances – super deduction
–
(37)
Effect of increase in rate of deferred tax
9
155
Effect of higher tax rate overseas
–
20
Adjustments to tax charge in respect of previous periods
(3)
(68)
Total tax expense
796
924
Tax recognised directly and other comprehensive income
2024
£’000
2023
£’000
Movement on deferred tax asset relating to the pension scheme
26
176
Deferred tax on derivative financial instruments and other financial liabilities
28
3
Deferred tax expense recognised directly in other comprehensive income
54
179
In the UK, deferred tax has been calculated at 25% (2023: 25%).
The deferred tax assets and liabilities in FIC have been calculated at the Falkland Islands’ tax rate of 26% (2023: 26%).
Notes to the Financial Statements
CONTINUED
68
ANNUAL REPORT 2024
10. Earnings per share
The calculation of basic earnings per share is based on profits on ordinary activities after taxation, and the weighted
average number of shares in issue in the period.
The calculation of diluted earnings per share is based on profits on ordinary activities after taxation and the weighted
average number of shares in issue in the period, adjusted to assume the full issue of share options outstanding, to the
extent that they are dilutive.
2024
£’000
2023
£’000
Profit on ordinary activities after taxation
1,966
3,122
2024
Number
2023
Number
Average number of shares in issue
12,519,900
12,519,900
Diluted weighted average number of shares
12,519,900
12,519,900
2024
£’000
2023
£’000
Basic earnings per share
15.7p
24.9p
Diluted earnings per share
15.7p
24.9p
To provide a comparison of earnings per share on underlying performance, the calculation below sets out basic and diluted
earnings per share based on underlying profits.
Earnings per share on underlying profit
2024
£’000
2023
£’000
Underlying profit before tax (see note 5)
3,377
3,218
Underlying taxation
(949)
(705)
Underlying profit
2,428
2,513
Effective tax rate
28.1%
21.9%
Weighted average number of shares in issue (from above)
12,519,900
12,519,900
Diluted weighted average number of shares (from above)
12,519,900
12,519,900
Basic earnings per share on underlying profit
19.4p
20.1p
Diluted earnings per share on underlying profit
19.4p
20.1p
ANNUAL REPORT 2024
69
11. Intangible assets
Computer
Software
£’000
Brand name
£’000
Goodwill
£’000
Total
£’000
Cost:
At 1 April 2022
631
2,823
11,576
15,030
Additions
115
–
–
115
Transfer from investment property
42
–
–
42
At 31 March 2023
788
2,823
11,576
15,187
Additions
51
–
–
51
At 31 March 2024
839
2,823
11,576
15,238
Accumulated amortisation and impairment:
At 1 Apr 2022
554
785
9,462
10,801
Amortisation
10
–
–
10
At 1 Apr 2023
564
785
9,462
10,811
Amortisation
20
–
–
20
At 31 March 2024
584
785
9,462
10,831
Net book value:
At 31 March 2023
224
2,038
2,114
4,376
At 31 March 2024
255
2,038
2,114
4,407
Amortisation and impairment charges are recognised in operating expenses in the income statement. The Momart brand
name has a carrying value of £2,038,000 and is considered to be of future economic value to the Group with an estimated
indefinite useful economic life. It is reviewed annually for impairment as part of the Art Logistics and Storage review.
Goodwill
Goodwill is allocated to the Group’s Cash Generating Units (CGUs) which principally comprise its business segments. A
segment level summary of goodwill for each cash-generating-unit is shown below:
Art Logistics
and Storage
£’000
Falkland
Islands
£’000
Total
£’000
Goodwill at 1 April 2022
2,077
37
2,114
Goodwill at 31 March 2023
2,077
37
2,114
Goodwill at 31 March 2024
2,077
37
2,114
Impairment
The Group tests material goodwill and indefinite lived intangible assets annually for impairment or more frequently if there
are indications that goodwill and/or indefinite life assets might be impaired. An impairment test is a comparison of the
carrying value of the assets of a CGU to their recoverable amounts based on the higher of a value-in-use calculation and
fair value less costs to sell. Goodwill is impaired when the recoverable amount is less than the carrying value.
The Art Logistics and Storage CGU is tested for impairment annually because the only material goodwill and indefinite life
assets relate to this CGU. An impairment review of the Art Logistics and Storage CGU was performed and no impairment
charge was deemed necessary. The recoverable amount for this assessment was determined using the fair value less
costs to sell for the Art Logistics and Storage CGU. This was underpinned by the directors’ valuation of the art storage
warehouses in East London, which indicates a fair value in excess of the £24.4 million carrying value of the Art Logistics
and Storage CGU.
Notes to the Financial Statements
CONTINUED
70
ANNUAL REPORT 2024
12. Property, plant and equipment
Group
Right to use
assets
£’000
Freehold
land &
buildings
£’000
Long
leasehold
land and
buildings
£’000
Ships
£’000
Vehicles,
plant and
equipment
£’000
Total
£’000
Cost:
At 1 April 2022
9,783
29,663
1,059
6,880
10,358
57,743
Additions
561
113
57
150
1539
2,420
Disposals
(120)
(54)
(49)
–
(585)
(808)
At 31 March 2023
10,224
29,722
1,067
7,030
11,312
59,355
Additions
258
283
13
130
1,728
2,412
Disposals
(478)
(16)
(17)
(130)
(801)
(1,442)
Reclass*
(65)
85
(51)
(255)
286
–
At 31 March 2024
9,939
30,074
1,012
6,775
12,525
60,325
Accumulated depreciation:
At 1 April 2022
3,778
4,774
527
3,033
6,913
19,025
Charge for the year
655
512
24
246
983
2,420
Disposals
(105)
(43)
(49)
(570)
(767)
At 31 March 2023
4,328
5,243
502
3,279
7,326
20,678
Charge for the year
649
515
26
262
885
2,337
Disposals
(465)
(16)
(17)
(130)
(726)
(1,354)
Reclass*
–
(343)
–
(288)
631
–
At 31 March 2024
4,512
5,399
511
3,123
8,116
21,661
Net book value:
At 1 April 2022
6,005
24,889
532
3,847
3,445
38,718
At 31 March 2023
5,896
24,479
565
3,751
3,986
38,677
At 31 March 2024
5,427
24,675
501
3,652
4,409
38,664
* During the year a review of property, plant and equipment assets was undertaken, resulting in a reclassification to more
accurately reflect the nature of certain assets. There was no impact to total net book value.
ANNUAL REPORT 2024
71
12. Property, plant and equipment continued
Right to use assets
Group
Short
leasehold
lease
£’000
Long
leasehold
Pontoon lease
£’000
Momart
Trucks
£’000
Office
Equipment
£’000
Total
£’000
Cost:
At 1 April 2022
3,241
5,216
1,308
18
9,783
Additions
548
13
–
–
561
Disposals
–
(120)
–
–
(120)
At 31 March 2023
3,789
5,109
1,308
18
10,224
Additions in year
258
–
–
–
258
Disposals
(60)
(137)
(270)
(11)
(478)
Transfer to property, plant and equipment
–
–
(65)
–
(65)
At 31 March 2024
3,987
4,972
973
7
9,939
Accumulated depreciation:
At 1 April 2022
1,972
1,227
563
16
3,778
Charge for the year
60
75
519
1
655
Disposals
(40)
(65)
–
–
(105)
At 31 March 2023
1,992
1,237
1,082
17
4,328
Charge for the year
389
102
157
1
649
Disposals
(46)
(137)
(271)
(11)
(465)
Reclass
279
86
(360)
(5)
–
At 31 March 2024
2,614
1,288
608
2
4,512
Net book value:
At 1 April 2022
1,269
3,989
745
2
6,005
At 31 March 2023
1,797
3,872
226
1
5,896
At 31 March 2024
1,373
3,684
365
5
5,427
No property, plant or equipment was financed by hire purchase loans in the year to 31 March 2024.
The Company has no tangible fixed assets, other than the investment property purchased in December 2018, which is
included within Investment Property (note 13).
Notes to the Financial Statements
CONTINUED
72
ANNUAL REPORT 2024
13. Investment properties
Group
Residential
and
commercial
property
£’000
Freehold land
£’000
Total
£’000
Cost:
At 31 March 2022
8,566
831
9,397
Additions
10
–
10
Transfer to intangibles
(42)
–
(42)
At 31 March 2023
8,534
831
9,365
Additions
7
–
7
At 31 March 2024
8,541
831
9,372
Accumulated depreciation:
At 1 April 2022
1,233
–
1,233
Charge for the year
210
–
210
At 31 March 2023
1,443
–
1,443
Charge for the year
219
–
219
At 31 March 2024
1,662
–
1,662
Net book value:
At 1 April 2022
7,333
831
8,164
At 31 March 2023
7,091
831
7,922
At 31 March 2024
6,879
831
7,710
The investment properties, held at cost, comprise land, plus residential and commercial property held for rental in the
Falkland Islands.
ANNUAL REPORT 2024
73
13. Investment properties continued
Estimated Fair Value
Group
2024
£’000
2023
£’000
Estimated fair value:
Freehold land
2,177
2,177
Properties available for rent
10,585
10,420
Properties under construction
22
43
At 31 March
12,784
12,640
Uplift on net book value:
Freehold land
1,346
1,346
Properties available for rent
3,728
3,286
At 31 March
5,074
4,632
Number of rental properties
Available for rent
88
85
Under construction
–
–
A level 3 valuation technique has been applied, using a market approach to value these properties; the properties have
been valued based on their expected market value by the directors.
Assets under construction
At 31 March 2024, updates to the Butchery plot were included in investment property assets under construction with a
total cost to date of £22,000 (2023: £43,000 improvements to the FIC jetty in Stanley).
Company Investment Property
Company
Cost:
Commercial
property
£’000
31 March 2022, 31 March 2023 and 1 April 2024
19,642
Accumulated depreciation:
At 31 March 2022
686
Charge for the year
205
At 31 March 2023
891
Charge for the year
210
At 31 March 2024
1,101
Net book value:
At 1 April 2022
18,956
At 31 March 2023
18,751
At 31 March 2024
18,541
The investment property in the Company consists of the five warehouses leased to Momart, the Group’s art handling
subsidiary, which were purchased in December 2018.
The directors consider that the market value of the property is significantly higher than book value.
Notes to the Financial Statements
CONTINUED
74
ANNUAL REPORT 2024
14. Investment in subsidiaries
Country of
incorporation
Class of shares held
Ownership
at 31 March
2024
Ownership
at 31 March
2023
The Falkland Islands Company Limited (1)
UK
Ordinary shares of £1
100%
100%
Preference shares of £10
100%
100%
The Falkland Islands Trading Company Limited (1)
UK
Ordinary shares of £1
100%
100%
Falkland Islands Shipping Limited (2) (5)
Falkland Islands
Ordinary shares of £1
100%
100%
Erebus Limited (2) (5) (6)
Falkland Islands
Ordinary shares of £1
100%
100%
Preference shares of £1
100%
100%
Paget Limited (2) (5) (6)
Falkland Islands
Ordinary shares of £1
100%
100%
The Portsmouth Harbour Ferry Company Limited
(3)
UK
Ordinary shares of £1
100%
100%
Portsea Harbour Company Limited (3) (5)
UK
Ordinary shares of £1
100%
100%
Clarence Marine Engineering Limited (3) (5)
UK
Ordinary shares of £1
100%
100%
Gosport Ferry Limited (3) (5)
UK
Ordinary shares of £1
100%
100%
Portsmouth Harbour Waterbus Company Limited
(3) (5) (6)
UK
Ordinary shares of £1
100%
100%
Momart International Limited (4) (6)
UK
Ordinary shares of £1
100%
100%
Momart Limited (4) (5)
UK
Ordinary shares of £1
100%
100%
Dadart Limited (4) (5) (6)
UK
Ordinary shares of £1
100%
100%
(1) The registered office for these companies is Kenburgh Court, 133-137 South Street, Bishop’s Stortford, Hertfordshire CM23 3HX.
(2) The registered office for these companies is 5 Crozier Place, Stanley, Falkland Islands FIQQ 1ZZ.
(3) The registered office for these companies is South Street, Gosport, Hampshire, PO12 1EP.
(4) The registered office for these companies is Exchange Tower, 6th Floor, 2 Harbour Exchange Square, London E14 9GE.
(5) These investments are not held by the Company but are indirect investments held through a subsidiary of the Company.
(6) These investments have all been dormant for the current and prior year.
Company
2024
£’000
2023
£’000
At 1 April
26,757
26,762
Movement in share based payments capitalised into subsidiaries
(22)
(5)
At 31 March*
26,735
26,757
The amounts disclosed are net of a provision for impairment of £18 million (2023: £18 million).
ANNUAL REPORT 2024
75
15. Investment in Joint Ventures
The Group has one joint venture (South Atlantic Construction Company Limited, “SAtCO”), which was set up in June 2012
in the Falkland Islands, with Trant Construction to bid for the larger infrastructure contracts which were expected to be
generated by oil activity. Both Trant Construction and the FIC contributed £50,000 of ordinary share capital. SAtCO is
registered and operates in the Falkland Islands. The net assets of SAtCO are shown below:
Country of
incorporation
Class of shares held
Ownership
at 31 March
2024
Ownership
at 31 March
2023
South Atlantic Support Services Limited (1) (2) (3)
Falkland Islands
Ordinary shares of £1
50%
50%
(1) South Atlantic Support Services Limited’s registered office is 56 John Street, Stanley, Falkland Islands FIQQ 1ZZ.
(2) This investment is not held by the Company but are indirect investments held through a subsidiary of the Company.
(3) This investment has been dormant for the current and prior year.
Joint Venture’s balance sheet
2024
£’000
2023
£’000
Current assets
519
519
Liabilities due in less than one year
(1)
(1)
Net assets of SAtCO
518
518
Group share of net assets
259
259
There were no recognised gains or losses for the years ended 31 March 2024 (2023: none).
The current assets balances above include £17,000 of cash (2023: £16,000), £4,000 of other debtors (2023: £5,000) and
£498,000 (2023: £498,000) of loans due from SAtCO’s parent companies.
SAtCO had no contingent liabilities or capital commitments as at 31 March 2024 or 31 March 2023 and the Group had no
contingent liabilities or commitments in respect of its joint venture at 31 March 2024 or 31 March 2023.
SATCO’s registered office is 56 John Street, Stanley, Falkland Islands FIQQ 1ZZ
16. Finance leases receivable
As lessor, FIC has sold assets to customers on finance lease agreements. The present value of the lease payments,
together with any unguaranteed residual value, is recognised as a receivable, net of allowances for expected bad debt
losses.
The difference between the gross receivable and the present value of future lease payments, is recognised as unearned
lease income. Lease income is recognised in revenue over the term of the lease using the sum of digits method so as to
give a constant rate of return on the net investment in the leases. Lease receivables are reviewed regularly to identify any
impairment.
Lease receivables arise on the sale of vehicles and consumer goods, such as furniture and electrical items, by FIC. No
contingent rents have been recognised as income in the period. No residual values accrue to the benefit of the lessor.
Group
2024
£’000
2023
£’000
Non-Current: Finance lease receivable due after more than one year
557
681
Current: Finance lease receivables due within one year
403
397
Total Finance lease receivables
960
1,078
Notes to the Financial Statements
CONTINUED
76
ANNUAL REPORT 2024
16. Finance leases receivable continued
The difference between the gross investment in the finance lease receivables and the present value of future lease
payments due represents unearned lease income of £311,000 (2023: £375,000). The cost of assets acquired for
the purpose of renting out under hire purchase agreements by the Group during the year amounted to £472,000
(2023: £629,000).
The total cash received during the year in respect of hire purchase agreements was £774,000 (2023: £923,000).
Group
2024
£’000
2023
£’000
Gross investment in finance lease receivables
1,301
1,484
Unearned lease income
(311)
(375)
Bad debt provision against hire purchase leases
(30)
(31)
Present value of future lease receipts
960
1,078
17. Deferred tax assets and liabilities
Recognised deferred tax assets and (liabilities)
Group
2024
£’000
2023
£’000
Property, plant & equipment
(4,385)
(3,874)
Intangible assets
(509)
(509)
Inventories (unrealised intragroup profits)
59
90
Other financial liabilities
59
54
Derivative financial instruments
(9)
(44)
Tax losses
98
–
Share-based payments
8
68
Total net deferred tax liabilities
(4,679)
(4,215)
Deferred tax asset arising on the defined benefit pension liabilities
428
482
Net tax liability
(4,251)
(3,733)
The deferred tax asset on the defined benefit pension scheme (see note 23) arises under the Falkland Islands tax regime
and has been presented on the face of the consolidated balance sheet as a non-current asset as it is expected to be
realised over a relatively long period of time. All other deferred tax assets are shown net against the non-current deferred
tax liability shown in the balance sheet.
Company
2024
£’000
2023
£’000
Derivative financial liabilities
(9)
(44)
Other temporary differences
8
(41)
Net tax liability
(1)
(85)
ANNUAL REPORT 2024
77
17. Deferred tax assets and liabilities continued
Movement in deferred tax assets / (liabilities) in the year:
Group
1 April
2023
£’000
Recognised in
income
£’000
Recognised in
equity
£’000
31 March
2024
£’000
Property, plant & equipment
(3,874)
(511)
–
(4,385)
Intangible assets
(509)
–
(509)
Inventories (unrealised intragroup profits)
90
(31)
–
59
Other financial liabilities
54
8
(3)
59
Derivative financial instruments
(44)
–
35
(9)
Tax losses
–
98
–
98
Share-based payments
68
–
(60)
8
Pension
482
(28)
(26)
428
Deferred tax movements
(3,733)
(464)
(54)
(4,251)
Unrecognised deferred tax assets
Deferred tax assets of £141,000 (2023: £141,000) in respect of capital losses have not been recognised as it is not
considered probable that there will be suitable chargeable gains in the foreseeable future from which the underlying capital
losses will reverse.
Movement in deferred tax assets / (liabilities) in the year:
Company
1 April
2023
£’000
Recognised in
income
£’000
Recognised in
equity
£’000
31 March
2024
£’000
Derivative financial liabilities instruments
(44)
–
35
(9)
Other temporary differences
(41)
48
1
8
Deferred tax asset movements
(85)
48
36
(1)
Movement in deferred tax assets / (liabilities) in the prior year:
Group
1 April
2022
£’000
Recognised in
income
£’000
Recognised in
equity
£’000
31 March
2023
£’000
Property, plant & equipment
(3,537)
(337)
–
(3,874)
Intangible assets
(509)
–
–
(509)
Inventories
81
9
–
90
Other financial liabilities
104
(47)
(3)
54
Derivative financial instruments
(27)
(61)
44
(44)
Share-based payments
108
–
(40)
68
Pension
666
(8)
(176)
482
Deferred tax movements
(3,114)
(444)
(175)
(3,733)
Notes to the Financial Statements
CONTINUED
78
ANNUAL REPORT 2024
17. Deferred tax assets and liabilities continued
Movement in deferred tax asset in the prior year:
Company
1 April
2022
£’000
Recognised in
income
£’000
Recognised in
equity
£’000
31 March
2023
£’000
Derivative financial instruments
(27)
(61)
44
(44)
Other temporary differences
15
(16)
(40)
(41)
Deferred tax asset movements
(12)
(77)
(4)
(85)
18. Inventories
Group
2024
£’000
2023
£’000
Work in progress
559
225
Goods in transit
1,290
605
Goods held for resale and raw materials
4,849
6,046
Total Inventories
6,698
6,876
The Company has no inventories.
19. Trade and other receivables
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Non-Current
Amount owed by subsidiary undertakings
–
–
11,207
10,257
Total trade and other receivables
–
–
11,207
10,257
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Current
Trade receivables
5,649
7,203
–
–
Rental deposits
29
116
–
–
Prepayments
1,924
1,533
30
11
Accrued income
331
433
–
–
Contract asset
2,965
904
–
–
Total trade and other receivables
10,898
10,189
30
11
Amounts owed by subsidiary undertakings to the Company are not secured and interest free with no fixed repayment date.
The accrued income relates to contracts where the work has been completed but had not been billed at the balance sheet
date. No allowance for expected credit losses was recognised in respect of accrued income as the impact was assessed
as being immaterial. The only significant changes in the accrued income balance during the year related to the recognition
of revenue for work performed and the transfer of billed amounts to trade receivables.
ANNUAL REPORT 2024
79
20. Cash and cash equivalents
2024
Group
2023
£’000
Cash Flows
Interest
Other
non-cash
Changes
2024
£’000
Cash and cash equivalents
12,800
(3,131)
–
(19)
9,650
Bank loans
(13,255)
1,332
(403)
–
(12,326)
Net debt
(455)
(1,799)
(403)
(19)
(2,676)
Interest rate swap
1,559
–
(231)
1,328
Lease liabilities
(6,479)
955
(274)
(258)
(6,056)
Derivatives and lease liabilities
(4,920)
955
(274)
(489)
(4,728)
Net debt after derivatives and lease liabilities
at 31 March
(5,375)
(844)
(677)
(508)
(7,404)
Movement in financial liabilities above
Financing liabilities
(18,175)
2,287
(677)
(489)
(17,054)
2023
Group
2022
£’000
Cash Flows
Interest
Other
non-cash
Changes
2023
£’000
Cash and cash equivalents
9,572
3,254
–
(26)
12,800
Bank loans
(14,183)
1,352
(424)
–
(13,255)
Net debt
(4,611)
4,606
(424)
(26)
(455)
Interest rate swap
644
–
915
1,559
Lease liabilities
(6,536)
922
(304)
(561)
(6,479)
Derivatives and lease liabilities
(5,892)
922
(304)
354
(4,920)
Net debt after derivatives and lease liabilities
at 31 March
(10,503)
5,528
(728)
328
(5,375)
Movement in financial liabilities above
Financing liabilities
(20,075)
2,274
(728)
354
(18,175)
2024
Company
2023
£’000
Cash Flows
Interest
Other
non-cash
Changes
2024
£’000
Cash and cash equivalents
3,307
(668)
–
–
2,639
Bank loans
(12,146)
885
(362)
–
(11,623)
Net debt
(8,839)
217
(362)
–
(8,984)
Interest rate swap
1,559
–
–
(231)
1,328
Net debt after derivatives at 31 March
(7,280)
217
(362)
(231)
(7,656)
Movement in financial liabilities above
Financing liabilities
(10,587)
885
(362)
(231)
(10,295)
Notes to the Financial Statements
CONTINUED
80
ANNUAL REPORT 2024
20. Cash and cash equivalents continued
2023
Company
2022
£’000
Cash Flows
Interest
Other
non-cash
Changes
2023
£’000
Cash and cash equivalents
4,376
(1,069)
–
–
3,307
Bank loans
(12,668)
890
(368)
–
(12,146)
Net debt
(8,292)
(179)
(368)
–
(8,839)
Interest rate swap
644
–
–
915
1,559
Net debt after derivatives at 31 March
(7,648)
(179)
(368)
915
(7,280)
Movement in financial liabilities above
Financing liabilities
(12,024)
890
(368)
915
(10,587)
21. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the interest-bearing loans and borrowings owed by the
Group, which are stated at amortised cost. Information on the maturity of interest-bearing loans and lease liabilities and
exposure to interest rate and foreign currency risk is disclosed in note 26.
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Non-current liabilities
Secured bank loans
11,363
12,316
11,094
11,617
Lease liabilities
5,484
5,898
–
–
Total non-current interest-bearing loans and lease liabilities
16,847
18,214
11,094
11,617
Current liabilities
Secured bank loans
963
939
529
529
Lease liabilities
572
581
–
–
Total current interest-bearing loans and lease liabilities
1,535
1,520
529
529
Total liabilities
Secured bank loans
12,326
13,255
11,623
12,146
Lease liabilities
6,056
6,479
–
–
Total interest-bearing loans and lease liabilities
18,382
19,734
11,623
12,146
Lease liabilities
Future minimum lease
payments
Interest
Present value of minimum
payments
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Less than one year
858
868
(286)
(287)
572
581
Between one and two years
701
779
(266)
(269)
435
510
Between two and five years
1,432
1,689
(649)
(725)
783
964
More than five years
8,323
9,053
(4,057)
(4,629)
4,266
4,424
Total
11,314
12,389
(5,258)
(5,910)
6,056
6,479
ANNUAL REPORT 2024
81
22. Trade and other payables
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Current:
Trade payables
5,729
6,322
320
6
Amounts owed to subsidiary undertakings
–
–
6,421
5,269
Loan from joint venture
249
249
–
–
Other creditors, including taxation and social security
2,053
2,835
120
116
Accruals
3,044
3,950
165
548
Deferred income
37
362
–
–
Total trade and other payables
11,112
13,718
7,026
5,939
Amounts owed to subsidiary undertakings by the company are not secured, interest free and repayable on demand.
23. Employee benefits: pension plans
Defined contribution schemes
The Group operates defined contribution schemes at PHFC and Momart and current FIC employees are enrolled in the
Falkland Islands Pension Scheme (“FIPS”). The assets of all these schemes are held separately from those of the Group in
independently administered funds.
The pension cost charge for the year represents contributions payable by the Group to the schemes and amounted to
£601,000 (2023: £535,000). There were outstanding contributions of £59,000 (2023: £44,000) due to pension schemes
at 31 March 2024.
The Falkland Islands Company Limited Scheme
FIC operates a defined benefit pension scheme for certain former employees. This scheme was closed to new members in
1988 and to further accrual on 31 March 2007. The scheme has no assets and payments to pensioners are made out of
operating cash flows. The contributions for the year ended 31 March 2024 are £103,066. During the year ended 31 March
2024, 9 pensioners (2023: 10) received benefits from this scheme, and there are two deferred members at 31 March
2024 (2023: three). Benefits are payable on retirement at the normal retirement age. The weighted average duration of the
expected benefit payments from the Scheme is around 10 years (2023: 12 years).
An actuarial report for IAS 19 purposes as at 31 March 2024 was prepared by a qualified independent actuary, Lane Clark
and Peacock LLP. The major assumptions used in the valuation were:
2024
2023
Rate of increase in pensions in payment and deferred pensions
2.4%
2.5%
Discount rate applied to scheme liabilities
4.8%
4.8%
Inflation assumption
3.3%
Average longevity at age 65 for male current and deferred pensioners (years) at accounting date
21.6
22.0
Average longevity at age 65 for male current and deferred pensioners (years) 20 years after
accounting date
23.9
24.4
The assumptions used by the actuary are chosen from a range of possible actuarial assumptions which, due to the
timescale covered, may not necessarily be borne out in practice. Assumptions relating to life expectancy have been based
on UK mortality data on the basis that this is the best available data for the Falkland Islands.
Notes to the Financial Statements
CONTINUED
82
ANNUAL REPORT 2024
23. Employee benefits: pension plans continued
Sensitivity Analysis
The calculation of the defined benefit liability is sensitive to the assumptions set out above. The following table summarises
how the impact of the defined benefit liability at 31 March 2024 would have increased / (decreased) as a result of a change
in the respective assumptions by 1.0%.
Effect on obligation 2024
-1% pa
£’000
+1% pa
£’000
Discount rate
175
(150)
Inflation assumption
(5)
5
Effect on obligation 2024
-1 year
£’000
+1 year
£’000
Life expectancy
(70)
75
These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assume
no other changes in market conditions at the accounting date.
Scheme liabilities
The present values of the scheme’s liabilities, which are derived from cash flow projections over long periods and thus
inherently uncertain, were:
Value at
2020
£’000
2021
£’000
2022
£’000
2023
£’000
2024
£’000
Present value of scheme liabilities
(2,604)
(2,842)
(2,562)
(1,978)
(1,647)
Related deferred tax assets
677
677
666
482
428
Net pension liability
(1,927)
(2,165)
(1,896)
(1,496)
(1,219)
Movement in deficit during the year:
2024
£’000
2023
£’000
Deficit in scheme at beginning of the year
(1,978)
(2,562)
Pensions paid
319
101
Other finance cost
(87)
(70)
Re-measurement of the defined benefit pension liability
99
553
Deficit in scheme at the end of the year
(1,647)
(1,978)
ANNUAL REPORT 2024
83
23. Employee benefits: pension plans continued
Analysis of amounts included in other finance costs:
2024
£’000
2023
£’000
Interest on pension scheme liabilities
87
70
Analysis of amounts recognised in statement of comprehensive income:
2024
£’000
2023
£’000
Experience gains arising on scheme liabilities
95
(1)
Changes in assumptions underlying the present value of scheme liabilities
4
554
Re-measurement of the defined benefit pension liability
99
553
24. Employee benefits: share based payments
The total number of options outstanding at 31 March 2024 is 152,342 comprising (i) zero nil cost options (2023: 3,591),
(ii) 152,342 options (2023: 302,063) granted under the Long-Term Incentive Plan and (iii) zero (2023: 5,000) share options
granted with an exercise price equal to the market price on the date of grant.
(i) Nil cost options granted to John Foster:
Reconciliation of nil cost options:
Number of
options
2024
Number of
options
2023
Outstanding at the beginning of the year
3,591
3,591
Lapsed during the year
(3,591)
–
Outstanding at the year end
–
3,591
(ii) Incentive Plan grants at an exercise price of ten pence to directors of subsidiaries and
executives:
255,304 Long-term Incentive Plan grants were issued on 3 December 2021 at an exercise price of ten pence to directors
of subsidiaries and executives, and expire in five years on 3 December 2026. During the year, 15,474 of these options
were forfeited (2023: 52,953) and 152,342 of these options remain outstanding at 31 March 2024. None of these grants
are exercisable at 31 March 2024.
133,052 Long-term Incentive Plan grants were issued on 14 July 2020 at an exercise price of ten pence to directors
of subsidiaries and executives, and expire in five years on 14 July 2025. During the year, 10,340 options were forfeited
(2023: 51,434) and 61,278 options lapsed (2023: nil). None remain outstanding at 31 March 2024.
135,535 Long-term Incentive Plan grants were issued on 4 July 2019 at an exercise price of ten pence to directors
of subsidiaries and executives, and expire in five years on 4 July 2024. During the year, 10,502 options were forfeited
(2023: 24,793) and 52,127 options lapsed (2023: nil). None remain outstanding at 31 March 2024.
There are various performance conditions attached to the Long-term Incentive Plan grants. All have a primary performance
condition of the Group share price exceeding a target threshold at the vesting date, and secondary financial performance
conditions specific to the relevant operating segment. All the options have a three-year vesting period.
Notes to the Financial Statements
CONTINUED
84
ANNUAL REPORT 2024
24. Employee benefits: share based payments continued
Date of Issue
Number
Exercise
Price pence
Share price
at grant date
pence
Fair value per
share pence
Total fair
value
£
Earliest
Exercise
Date
Latest
Exercise
Date
3 Dec 21
152,342
10.0
215.0
88.0
134,061
3 Dec 24
2 Dec 26
Total
152,342
134,061
Reconciliation of LTIPs:
Number of
options
2024
Number of
options
2023
Outstanding at the beginning of the year
302,063
431,243
Options lapsed during the year
(113,405)
(129,180)
Options forfeited during the year
(36,316)
(129,180)
Outstanding at the year end
152,342
302,063
Weighted average life of outstanding options (years)
2.7
3.4
(iii) Share options with an exercise price equal to the market price on the date of grant
Reconciliation of options with an exercise price equal to the market price on the date of grant,
including the number and weighted average exercise price:
Weighted
average
exercise
price (£)
2024
Number of
options
2024
Weighted
average
exercise price
(£)
2023
Number of
options
2023
Outstanding at the beginning of the year
2.73
5,000
2.73
5,000
Lapsed during the year
2.73
(5,000)
–
–
Outstanding at the year end
–
–
2.73
5,000
Vested options exercisable at the year end
–
–
2.73
5,000
Weighted average life of outstanding options (years)
–
1.8
The fair values of the options are estimated at the date of grant using appropriate option pricing models and are charged
to the profit and loss account over the vesting period of the options. All options, other than certain nil cost options, are
granted with the condition that the employee remains in employment for three years.
All share options are equity settled. Share options issued without share price conditions attached have been valued using
the Black-Scholes model. Share price options issued with share price conditions attached have been valued using a
Monte Carlo simulation model making explicit allowance for share price targets. Inputs into the valuation models include
the estimated time to maturity, the risk-free rate, expected volatility, and dividend yield.
2024
£’000
2023
£’000
Total share-based payment (credit) / expense recognised in the year
(93)
41
ANNUAL REPORT 2024
85
25. Capital and reserves
Share capital
Ordinary Shares
2024
2023
In issue at the start and end of the year
12,519,900
12,519,900
2024
2023
Allotted, called up and fully paid Ordinary shares of 10p each
1,251
1,251
By special resolution at an Annual General Meeting on 9 September 2010 the Company adopted new articles of
association, principally to take account of the various changes in company law brought in by the Companies Act 2006.
As a consequence, the Company no longer has an authorised share capital. The holders of ordinary shares are entitled to
receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
Other reserves
The other reserves in the Group of £703,000 at 31 March 2024 comprise £5,389,000 of merger relief which arose on the
1998 Scheme of Arrangement, when the Company issued 1 share for every 300 shares that shareholders had previously
held in Anglo United plc. Immediately following this Scheme of Arrangement, the Company acquired the Falkland Islands’
businesses for £8.0 million and the £4,686,000 of goodwill on this acquisition was written off against the merger relief.
Dividends
The following dividends were recognised and paid in the period:
2024
£’000
2023
£’000
Final 2022: 2.0 pence per qualifying ordinary share
–
251
Interim 2023: 1.2 pence per qualifying ordinary share
–
150
Final 2023: 5.3 pence per qualifying ordinary share
663
251
Interim 2024: 1.25 pence per qualifying ordinary share
156
150
Total dividends paid in the period
819
401
Notes to the Financial Statements
CONTINUED
86
ANNUAL REPORT 2024
26. Financial instruments
(i) Fair values of financial instruments Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market
rate of interest at the balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market
rate of interest at the balance sheet date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand.
Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted
at the market rate of interest at the balance sheet date.
Interest-bearing borrowings
The fair value of interest-bearing borrowings, which after initial recognition is determined for disclosure purposes only, is
calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest
at the balance sheet date.
Financial Instruments categories and fair values
The fair values of financial assets and financial liabilities are not materially different to the carrying values shown in the
consolidated balance sheet and Company balance sheet.
The following table shows the carrying value, which management consider to be materially equal to
fair value for each category of financial instrument:
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Cash and cash equivalents
9,650
12,800
2,639
3,307
Finance lease debtors
960
1,078
–
–
Interest rate swap asset
1,328
1,559
1,328
1,559
Trade and other receivables
5,649
7,203
–
–
Rental deposits
29
116
–
–
Total assets exposed to credit risk
17,616
22,756
3,967
4,866
Total trade and other payables
(10,804)
(12,508)
(7,026)
(5,939)
Interest-bearing borrowings at amortised cost
(18,382)
(19,734)
(11,623)
(12,146)
The interest rate swaps have been valued using a level 2 methodology.
ANNUAL REPORT 2024
87
26. Financial instruments continued
(ii) Credit Risk
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers.
Group
The Group’s credit risk is primarily attributable to its trade receivables. The maximum credit exposure of the Group comprises
the amounts presented in the balance sheet, which are stated net of provisions for expected credit losses. Expected
credit loss provisions are based on previous experience and other evidence, including forward-looking macroeconomic
information, indicative of the recoverability of future cash flows. There have been no significant changes in the estimation
techniques or significant assumptions made during the reporting period. Management has credit policies in place to
manage risk on an on-going basis. These include the use of customer specific credit limits.
Company
The majority of the Company’s receivables are with subsidiaries. The Company does not consider these counter-parties
to be a significant credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. Therefore, the maximum exposure
to credit risk at the balance sheet date was £17,616,000 (2023: £22,085,000) being the total trade receivables, finance
lease debtors, interest swap, rental deposits and cash and cash equivalents in the balance sheet. The credit risk on cash
balances and the interest rate swap is limited because the counterparties are banks with high credit ratings assigned by
international credit-rating agencies.
The maximum exposure to credit risk for trade receivables at the balance sheet date by geographic region was:
Group
2024
£’000
2023
£’000
Falkland Islands
1,136
3,167
Europe
600
617
North America
1,237
526
United Kingdom
2,206
2,492
Other
470
401
Total trade receivables
5,649
7,203
The Company has no trade debtors.
Notes to the Financial Statements
CONTINUED
88
ANNUAL REPORT 2024
26. Financial instruments continued
Credit quality of financial assets and expected credit losses
Group
Gross
2024
£’000
Impairment
2024
£’000
Net
2024
£’000
Gross
2023
£’000
Impairment
2023
£’000
Net
2023
£’000
Not past due
4,913
(3)
4,910
5,722
–
5,747
Past due 0-30 days
545
(6)
539
1,013
(7)
1,006
Past due 31-120 days
59
(13)
46
204
(10)
194
More than 120 days
401
(247)
154
429
(148)
281
Total trade receivables
5,918
(269)
5,649
7,368
(165)
7,203
Finance lease receivables
990
(30)
960
1,078
(31)
1,047
The amount of finance lease receivable that is past due is immaterial and secured on asset financed.
The movement in the allowances for impairment in respect of trade receivables and finance lease
receivables during the year was:
Group
2024
£’000
2023
£’000
Balance at 1 April
197
238
Impairment loss recognised
151
27
Cash received
(22)
–
Utilisation of provision (debts written off)
(27)
(69)
Balance at 31 March
299
196
Provided against finance lease receivables
30
31
Provided against trade receivables
269
165
Balance at 31 March
299
196
The allowance account for trade receivables is used to record impairment losses unless the Group is satisfied that no
recovery of the amount owing is possible. At that point, the amounts considered irrecoverable are written off against the
trade receivables directly.
No further analysis has been provided for cash and cash equivalents, trade receivables from Group companies, other
receivables and other financial assets, as there is limited exposure to credit risk and expected credit losses are assessed
as immaterial.
(iii) Liquidity risk
Financial risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. At the beginning of
the year the Group had outstanding bank loans of £13.3 million (2023 £14.2 million). All payments due during the year with
respect to these agreements were met as they fell due.
At the start of the year, the Company had one bank loan of £12.1 million (2023 £12.7 million). All payments due during the
year with respect to these agreements were met as they fell due.
The Group manages its cash balances centrally at head office and prepares rolling cash flow forecasts to ensure availability
of funds.
ANNUAL REPORT 2024
89
26. Financial instruments continued
Liquidity risk – Group
The following are the contractual maturities of financial liabilities, including estimated interest:
Contractual cash flows
2024
Carrying
amount
£’000
Total
£’000
1 year or
less
£’000
1 to 2
years
£’000
2 to 5
years
£’000
5 years
and over
£’000
Financial liabilities
Secured bank loans
12,326
13,929
1,408
1,138
2,793
8,590
Lease liabilities
6,056
11,313
858
701
1,432
8,322
Trade payables
5,729
5,729
5,729
–
–
–
Other creditors
1,620
1,620
1,620
–
–
–
Loan from Joint Venture
249
249
249
–
–
–
Accruals
3,044
3,044
3,044
–
–
–
Total financial liabilities
29,024
35,884
12,908
1,839
4,225
16,912
2023
Carrying
amount
£’000
Total
£’000
1 year or
less
£’000
1 to 2
years
£’000
2 to 5
years
£’000
5 years
and over
£’000
Financial liabilities
Secured bank loans
13,255
15,274
1,348
1,404
3,047
9,475
Lease liabilities
6,479
12,977
839
779
1,688
9,671
Trade payables
6,322
6,322
6,322
–
–
–
Other creditors
1,696
1,696
1,696
–
–
–
Loan from Joint Venture
249
249
249
–
–
–
Accruals
3,950
3,950
3,950
–
–
–
Total financial liabilities
31,951
40,468
14,404
2,183
4,735
19,146
Liquidity risk – Company
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the
effects of netting agreements:
Contractual cash flows
2024
Carrying
amount
£’000
Total
£’000
1 year or
less
£’000
1 to 2
years
£’000
2 to 5
years
£’000
5 years
and over
£’000
Financial liabilities
Secured bank loans
11,623
13,196
949
950
2,707
8,590
Trade payables
320
320
320
–
–
–
Amounts owed to subsidiary undertakings
6,421
6,421
6,421
–
–
–
Other creditors
89
89
89
–
–
–
Accruals
165
165
165
–
–
–
Total financial liabilities
18,618
20,191
7,944
950
2,707
8,590
Notes to the Financial Statements
CONTINUED
90
ANNUAL REPORT 2024
26. Financial instruments continued
Contractual cash flows
2023
Carrying
amount
£’000
Total
£’000
1 year or
less
£’000
1 to 2
years
£’000
2 to 5
years
£’000
5 years
and over
£’000
Financial liabilities
Secured bank loans
12,146
14,098
891
947
2,785
9,475
Trade payables
6
6
6
–
–
–
Amounts owed to subsidiary undertakings
5,269
5,269
5,269
–
–
–
Other creditors
89
89
89
–
–
–
Accruals
548
548
548
–
–
–
Total financial liabilities
18,058
20,010
6,803
947
2,785
9,475
(iv) Market Risk
Financial risk management
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group’s income or the value of its holdings of financial instruments.
Market risk – Foreign currency risk
The Group has exposure to foreign currency risk arising from trade and other payables which are denominated in foreign
currencies. The Group is not, however, exposed to any significant transactional foreign currency risk. The Group’s exposure
to foreign currency risk is as follows and is based on carrying amounts for monetary financial instruments.
Group
2024
EUR
£’000
USD
£’000
Other
£’000
Total Balance
sheet
exposure
£’000
GBP
£’000
Total
£’000
Cash and cash equivalents
63
571
322
956
8,694
9,650
Trade payables and other
payables
(418)
(392)
(338)
(1,148)
(9,964)
(11,112)
Balance sheet exposure
(355)
179
(16)
(192)
(1,270)
(1,462)
Group
2023
EUR
£’000
USD
£’000
Other
£’000
Total Balance
sheet
exposure
£’000
GBP
£’000
Total
£’000
Cash and cash equivalents
107
219
15
341
12,459
12,800
Trade payables and other
payables
(485)
(645)
(661)
(1,791)
(11,927)
(13,718)
Balance sheet exposure
(378)
(426)
(646)
(1,450)
532
(918)
The Company has no exposure to foreign currency risk.
ANNUAL REPORT 2024
91
26. Financial instruments continued
Sensitivity analysis
Group
A 10% weakening of the following currencies against pound sterling at 31 March 2024 would have increased/(decreased)
equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance
sheet date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables,
in particular other exchange rates and interest rates remain constant and is performed on the same basis for year ended
31 March 2023.
Equity
Profit or Loss
2024
£’000
2023
£’000
2024
£’000
2023
£’000
EUR
36
38
36
38
USD
(18)
43
(18)
43
A 10% strengthening of the above currencies against pound sterling at 31 March 2024 would have the equal but opposite
effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Market risk – interest rate risk
At the balance sheet date, the interest rate profile for the Group’s interest-bearing financial instruments was:
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Fixed rate financial instruments
Leases receivable
960
1,078
–
–
Bank loans
(303)
(407)
–
–
Lease liabilities
(6,056)
(6,479)
–
–
Total fixed rate financial instruments
(5,399)
(5,808)
–
–
Variable rate financial instruments
Effect of Interest rate swap
1,328
1,559
–
–
Bank loans
(12,023)
(12,848)
(11,623)
(12,146)
Total Variable rate financial instruments
(10,695)
(11,289)
(11,623)
(12,146)
At 31 March 2024, the Group had four bank loans:
(i)
£11.6 million (2023: £12.1 million) ten-year loan, which was drawn down on 28 June 2019, secured against freehold
property held in FIH, with interest charged at the compounded daily SONIA rate plus 1.8693%;
(ii) £0.3 million (2023: £0.6 million) repayable over ten years until May 2025, secured against the newest vessel in PHFC,
with interest charged at 2.6% above the bank of England base rate;
(iii) £0.1 million (2023: £0.1 million) repayable over ten years until May 2025, secured against freehold property held in
PHFC, with interest charged at 1.75% above the Bank of England base rate;
(iv) £0.3 million (2023: £0.4 million) drawn down by Momart, interest has been fixed on this loan at 2.73% for the full ten
years until December 2026.
Notes to the Financial Statements
CONTINUED
92
ANNUAL REPORT 2024
26. Financial instruments continued
The interest payable on the £12.1 million ten-year loan has been hedged by one interest swap, taken out on 30 December
2021 with an initial notional value of £12.625 million, with interest payable at the difference between 1.1766% and the
compounded daily SONIA rate plus 0.1193%. This interest rate swap notional value decreases at £125,000 per quarter
over five years until June 2024, and then at £150,000 per quarter for a further five years until June 2029 when the
outstanding bullet payment of £8,525,000 is likely to be refinanced. The notional value of the swap at 31 March 2024 is
£11.5 million (2023: £12.0 million).
Lease liabilities
At 31 March 2024, the Group had the following lease liabilities:
(i)
£4.6 million lease liabilities payable to Gosport Borough Council; £4.5 million for the Gosport pontoon and £0.1 million
for the ground rent on the pontoon. Both of these leases run until June 2061 and finance charges accrue on these
liabilities at a weighted average rate of 4.73%.
(ii) £1.2 million of property rental leases, including two warehouses rented by Momart and the Momart and Bishop’s
Stortford head offices, which run for between 2 to 5 years as at 31 March 2024. The weighted average interest rate of
these rental liabilities is 3.73%.
(iii) £0.2 million of lease liabilities taken out to finance trucks by hire purchase leases at Momart. The weighted average
interest rate of these truck liabilities is 3.07%.
The total blended average interest rate on the Group’s lease liabilities is 4.5% per annum.
Interest rate sensitivity analysis
An increase of 100 basis points in interest rates at the balance sheet date would have increased / (decreased) equity and
profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date
and has been applied to risk exposures existing at that date.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the effect
of financial instruments with variable interest rates and financial instruments at fair value through profit or loss or available-
for-sale with fixed interest rates. The analysis is performed on the same basis for 31 March 2023.
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Equity
Interest rate swap liability
116
121
116
121
Variable rate financial liabilities
(120)
(128)
(116)
(121)
Profit or Loss
Interest rate swap liability
116
121
116
121
Variable rate financial liabilities
(120)
(128)
(116)
(121)
(v) Capital Management
The Group’s objectives when managing capital, which comprises equity and reserves at 31 March 2024 of £45,086,000
(2023: £43,806,000) are to safeguard its ability to continue as a going concern, so that it can continue to provide returns
to shareholders and benefits to our other stakeholders.
ANNUAL REPORT 2024
93
27. Operating leases
Leases as lessor
The Group leases out its investment properties, which consist of seventy eight houses and flats, ten mobile homes and
three commercial properties in the Falkland Islands, these are leased to staff, fishing agency representatives and other
short-term visitors to the Islands. These lease agreements generally have an initial notice period of six months, and beyond
the six months initial tenancy, one month’s notice can be given by either party, therefore future minimum lease payments
under non-cancellable leases receivable are not material.
The Company had no operating lease commitments. However, as a result of the purchase of the five warehouses at
Leyton, the Company had the following non-cancellable operating lease rentals receivable:
Company
2024
£’000
2023
£’000
Less than one year
1,122
1,097
Between one and five years
4,487
4,389
More than five years
17,105
17,831
22,714
23,317
28. Capital commitments
At 31 March 2024, the Group had entered into the following contractual commitments:
•
£681,000 in Momart comprising £52,000 for enhancements to existing vehicles, £625,000 for five new vehicles, and
£4,000 for IT upgrades.
At 31 March 2023, the Group had entered into the following contractual commitments:
•
£427,000 in Momart comprising £292,000 for enhancements to existing vehicles, £111,000 for two new vehicles, and
£23,000 for IT upgrades.
•
£92,000 in PHFC for infrastructure replacement.
•
£42,000 in FIC for the new retail sales system.
Notes to the Financial Statements
CONTINUED
94
ANNUAL REPORT 2024
29. Related parties
The Group has a related party relationship with its subsidiaries (see note 14) and with its directors and executive officers.
Directors of the Company and their immediate relatives controlled 30.3% (2023: 30.3%) of the voting shares of the
Company at 31 March 2024.
The compensation of key management personnel, which includes the FIH group plc directors and the managing directors
of the subsidiaries, is as follows:
Group
Company
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Key management emoluments including social security costs
1,345
1,010
814
600
Company contributions to defined contribution pension plans
60
47
17
9
Share-related awards
(93)
41
(72)
46
Total key management personnel compensation
1,312
1,098
759
655
At 31 March 2024, the Group’s joint venture, SAtCO, has debtors of £498,000 due from its parent companies.
On 2 May 2017, KJ Ironside, the Managing Director of FIC, purchased a property which had been built on approximately
510 square metres of land owned by FIC. FIC provided a loan of £65,000 to Mr Ironside to purchase the freehold of this
land. Mr Ironside sold the property during the year and the loan was repaid in full.
FIH group plc key transactions with subsidiary entities:
Group
2024
£’000
2023
£’000
FIC
Loan from subsidiary
11,207
10,257
Management fees charged annually
641
635
Momart
Loan to subsidiary
(2,830)
(1,815)
Management fees charged annually
425
120
PHFC
Loan to subsidiary
(3,055)
(2,555)
Management fees charged annually
88
240
ANNUAL REPORT 2024
95
30. Accounting estimates
The preparation of financial statements in conformity with adopted IFRS requires management to make judgements,
estimates and assumptions that effect the application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based upon historical experience and various other factors
that are believed to be reasonable under the circumstances, the results of which form the basis of the judgements as to
asset and liability carrying values which are not readily apparent from other sources. Actual results may vary from these
estimates, and are taken into account in periodic reviews of the application of such estimates and assumptions. Revisions
to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period
or in the period of revision and future periods if the revision affects both current and future periods.
Defined benefit pension liabilities
At 31 March 2024, 10 pensioners were receiving payments from the FIC defined benefit pension scheme, and there are
two deferred members. A significant degree of estimation is involved in predicting the ultimate benefits payment to these
pensioners using actuarial assumptions 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.
There is a range of assumptions that may be appropriate, particularly when considering the projection of life expectancy
post-retirement, which is a key demographic assumption, and has been based on UK mortality data, if the life expectancy
assumption was one more year than the assumptions used, this would result in an increase of £70,000 in the liability.
Selecting a different assumption could significantly increase or decrease the IAS19 value of the Scheme’s liabilities. The
projections of life expectancy make no explicit allowance for specific individual risks, such as the possible impact of climate
change or a major medical breakthrough, the projections used reflect the aggregate impact of the many possible factors
driving changes in future mortality rates.
The figures are prepared on the basis that both the FIC pension scheme and FIC are ongoing. If the scheme were to be
wound up, the position would differ, and would almost certainly indicate a much larger deficit.
Inventory provisions
The Group makes provisions in relation to inventory value, where the net realisable value of an item is expected to be lower
than its cost, due to obsolescence. Historically, the calculation of inventory provisions has entailed the use of estimates and
judgements combined with mechanistic calculations and extrapolations reflecting inventory ageing and stock turn. During
the year ended 31 March 2024, inventory provisions decreased to £1,064,000 (2023: £1,100,000). Inventory greater than
12 months old and with no sales in the twelve months before 31 March 2024 is provided against in full. If this provision
was reduced to 50% of the gross inventory value, the provision would reduce by circa £225,000 (2023: £174,000). If
this provision was extended to cover all inventory greater than six months old with no sales in the twelve months before
31 March 2024, the provision would increase by £119,000 (2023: £117,000).
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 of 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.
Directors and Company Information
96
ANNUAL REPORT 2024
Directors
Nick Henry
Non-executive Chairman
Stuart Munro
Chief Executive Officer
Reuben Shamu
Chief Financial Officer
Robert Johnston
Non-executive Director
Dominic Lavelle
Non-executive Director
Holger Schröder
Non-executive Director
Company Secretary
AMBA Secretaries Limited
Stockbroker and
Nominated Adviser
Zeus Capital Limited
125 Old Broad Street,
London EC2N 1AR
Solicitors
Shoosmiths LLP
1 Bow Churchyard
London EC4M 9DQ
Auditor
Grant Thornton UK LLP
103 Colmore Row,
Birmingham B3 3AG
Registrar
Link Group
10th Floor Central Square, 29 Wellington
Street, Leeds LS1 4DL
Financial PR
Novella Communications, South Wing,
Somerset House, London WC2R 1LA
Registered Office
Kenburgh Court
133-137 South Street
Bishop’s Stortford
Hertfordshire
CM23 3HX
T: 01279 461630
E: admin@fihplc.com
W: www.fihplc.com
Registered number 03416346
The Falkand Islands
Company
Stuart Munro, Director
T: 00 500 27600
E info@gfic.co.fk
W: www.falklandislandcompany.com
www.fihplc.com
The Portsmouth Harbour
Ferry Company
Adam Brown, Director
T: 02392 524551
E admin@gosportferry.co.uk
W: www.gosportferry.co.uk
Momart Limited
Alison Jordan, Director
T: 02392 524551
E enquiries@momart.com
W: www.momart.com
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