PRESS RELEASE
Record plc
28 June 2024
FINAL RESULTS ANNOUNCEMENT
FOR THE YEAR ENDED 31 MARCH 2024
Positive net inflows take AUM
to a record high
Record plc, the specialist currency
and asset manager, today announces its audited results for the year
ended 31 March 2024 ("FY-24").
Financial headlines:
· Revenue growth of 1.6% to £45.4m (FY-23: £44.7m)
· AUM1 in USD terms up by 16.5% to $102.2bn (FY-23:
$87.7bn)
· Underlying2 pre-tax profit increase of 1.4% to
£14.8m (FY-23: £14.6m)
· Pre-tax profit decrease of 11.6% to £12.9m (FY-23:
£14.6m)
· Underlying2 operating profit margin of 32% (FY-23:
32%)
· Decreased operating profit margin of 28% (FY-23:
32%)
· Basic
underlying2 EPS of 5.60 pence (FY-23: 5.95
pence)
· Basic
EPS decrease of 18.7% to 4.84 pence (FY-23: 5.95 pence)
· Consistent performance fees of £5.8m (FY-23: £5.8m)
· Final
ordinary dividend proposed of 2.45p per share (FY-23:
2.45p)
· Special dividend of 0.60p per share
· Strong
and liquid financial position with shareholders' equity of £28.9m
(FY-23: £28.3m) and assets managed as cash of £17.5m (FY-23:
£14.5m)
Key
developments:
· Strong
momentum in AUM growth (+16.5%) driven by net inflows of $6.8bn to
close the year at $102.2bn, the highest ever level of AUM to
date
· Successful launch of two Luxembourg funds with aggregate AUM
of $320 million at year end
· High
level of performance fees maintained for FY-24: £5.8m (FY-23:
£5.8m)
· Evolution of the Board in line with succession planning sees
Jan Witte appointed as Group CEO from 1 April 2024 and Richard
Heading appointed as CFO effective 1 July 2024
· Decision to refocus IT strategy results in impairment of £1.9m
for the year
Outlook
· Management fees expected to be broadly flat for FY25
reflecting full-year impact of headwind due to client mandate
switch in FY24 Q3
· Costs will be
carefully managed to be in line with management fees, while
accommodating investment to support future growth
· We will provide
an update on medium-term growth plans later this year on completion
of our strategic review
Commenting on the results, Jan Witte, CEO of Record plc,
said:
"I am proud to be leading Record
into the next phase of its development supported by a strong team
of senior colleagues, many of whom have been at Record for ten
years or more.
"The underlying financial
performance of the Group remains strong, with material growth in
AUM, which rose to its highest ever level of $102.2 billion, new
fund launches and the repeat of last year's high level of
performance fees of £5.8 million.
"I am confident that the renewed
focus we have on a core suite of six product categories, where our
offering and value-add is unique, positions us well for medium-and
long-term growth."
Analyst presentation
There will be a presentation for
analysts at 9.30am on Friday, 28 June 2024 held via a
Zoom call. Please contact the team at Buchanan
via record@buchanan.uk.com for further details. A
copy of the presentation will be made available on the Group's
website at www.recordcm.com.
For
further information:
Record plc
|
+44 (0) 1753 852222
|
Jan Witte - Chief Executive
Officer
|
|
Steve Cullen - Chief Financial
Officer
|
|
|
|
Panmure Gordon
|
+ 44 (0) 20 7886 2500
|
Corporate Broking: David
Watkins
|
|
Corporate Advisory: Atholl
Tweedie
|
|
|
|
Buchanan
|
+44 (0) 20 7466 5000
|
Simon Compton
|
record@buchanan.uk.com
|
Henry Wilson
|
|
George Beale
|
|
1. AUM managed by Record Financial
Group at 31 March 2024 is a combination of USD 97.5 billion based
on the notional value of currency assets under management through
the Group's currency products and USD 4.7 billion in total market
value of other assets managed by the Group. By convention this is
quoted in US dollars.
2. All Underlying values referred to
throughout the annual report are an alternative performance measure
equal to the Statutory values less the effects of the £1.9 million
intangible asset impairment. This impairment is considered to be a
one-time exceptional expense specific to the current period and has
been excluded to enhance comparability with prior year
figures.
Chairman's statement
In line with
our succession planning now materialising, I am confident we have a
new generation of senior management in place with strong and
complementary skills to take the business
forward.
David
Morrison | Chairman
Ordinary
dividend per share
4.60p
+2.2%
FY-23: 4.50p
Underlying
earnings per share3
5.60p
-5.9%
FY-23: 5.95p
3. All Underlying values referred to
throughout the Annual Report are an alternative performance measure
equal to the Statutory
values less the effects of the £1.9 million intangible asset
impairment. This impairment is considered to be a one-time
exceptional expense specific to the current period, and has been
excluded to enhance comparability with prior year
figures.
There are few people who have the desire and
determination to start a new business, who then also have the
management skills to allow it to develop and mature and, in the
greater course of time, to set in place the succession to take on
the business from the founding generation. Neil Record, the founder
of the Company, whom I succeeded as Chairman after the last Annual
General Meeting, managed all three over 40 years and I would like
to pay tribute to him for all that he achieved in creating and
building Record plc. Not only has the business developed from a
tiny band located in an office next to Windsor Riverside Station in
the early 1980s to one which has AUM of over $100 billion which it
manages on behalf of an impressive and demanding range of clients,
but it has done so in a manner that reflects the high intellectual
standards and personal integrity of its founder.
The last year has also witnessed the retirement
of Leslie Hill as Chief Executive Officer and the impending
retirement of Steve Cullen as Chief Financial Officer. Leslie
joined the business in 1992 and, for many years, led the sales and
business development activities of the Company. Record is fortunate
to have retained and served some clients for periods measured in
decades rather than years and I believe much of the loyalty from
clients has been driven both by the quality of the services
provided and the relationships developed and led by Leslie over
many years.
Since taking over as Chief Executive Officer in
2020, Leslie also widened the eyes of the Company with regard to
new product and service opportunities, creating opportunities for
the new generation of management to take forward. Steve Cullen has
also been a magnificent servant of the Company. Having joined in
2003 and taken over as Chief Financial Officer in 2013, he has been
an undemonstrative, but calm and sensible voice in the boardroom
for many years. To both Leslie and Steve, gratitude is owed by
shareholders, Board members and employees alike.
Dr Jan Witte joined Record in 2012, having
completed his mathematics doctorate at Balliol College, Oxford.
Since then, he has held various roles in the Company including, in
recent times, leading the development of Record Asset Management
and being Chief Executive of Record Currency Management. I am
delighted that he has stepped up to become the Chief Executive
Officer of the Group. Jan has now been joined by Richard Heading,
who will succeed Steve Cullen as Chief Financial Officer.
Richard has a breadth of experience in sectors and businesses with
demands and challenges not dissimilar to Record and I believe that
he will bring to the business complementary skills and external
experience to support Jan's deep knowledge of Record and its
activities. I am confident that, between the two of them, supported
by other senior members of the management team, the Company is in
safe hands.
Financial
overview
In his short time to date as Group CEO, Jan has
brought renewed clarity to the Group's core product suite and, as
previously announced, has also made changes to the IT strategy. The
latter, in particular, will underpin operational strength and
service quality, and is a major focus for the coming
year.
The Group continues to make progress in its
growth plans as evidenced by AUM having almost doubled over the
last five years to its new high of over $100 billion, coupled with
the successful launch of new products under its Custom Solution
suite of asset management products.
From a financial perspective, we fully expect
the impact of the above changes, and others, to be seen over the
medium term. However, in the most recent fiscal year, the overall
increase in revenues and underlying profitability was more mundane,
reflecting the pricing of certain products and the Company's cost
base. The year also delivered challenges with some events beyond
our control having an unavoidable financial impact; in particular,
the unexpected client-side delays in launching some of our new
funds. In addition, the decision was also taken to impair £1.9
million of capitalised IT development expenditure towards the end
of the financial year.
In that context, maintaining Group revenue and
underlying profitability at the same level as last year is a
reasonable achievement, albeit one below our initial expectations.
However, looking ahead with a solid pipeline, fund launches planned
and AUM at its highest ever level, the Group's trajectory remains
positive and is supported by a highly cash-generative business
model accompanied by a robust and liquid balance sheet, with total
equity of £29.0 million (FY‑23: £28.3 million).
Further information on financial results can be
found in the Financial review section.
Capital and
dividend
Our capital policy has not changed and aims to
ensure retention of capital as required for regulatory and working
capital purposes and for investing in new opportunities. Our
dividend policy currently targets a level of ordinary dividend
within the range of 70% to 90% of annual earnings, which allows for
progressive and sustainable dividend growth in line with the trend
in profitability.
Previously, and subject to financial performance
and market conditions at the time, the Board has considered
returning excess cash to shareholders, usually in the form of
special dividends. However, the Board retains the discretion to
change these policies as required, either in line with changes in
strategy or in response to changing business
circumstances.
In that context, the Board is recommending a
final ordinary dividend of 2.45 pence per share
(FY‑23: 2.45 pence) with
the full-year ordinary dividend at 4.60 pence per share
(FY‑23: 4.50 pence),
representing a 2.2% increase in the ordinary dividend and an
ordinary payout ratio of 82% of underlying earnings. The interim
dividend of 2.15 pence was paid on 22 December 2023, and the
final ordinary dividend of 2.45 pence will be paid on 2 August 2024
to shareholders on the register at 12 July 2024, subject to
shareholder approval.
Having reviewed the current level of Group
capital against its ongoing requirements for regulatory and
investment purposes and to support its continued growth and
expansion, the Board is announcing a special dividend of 0.6 pence
per share to be paid simultaneously with the final ordinary
dividend. Total proposed dividends per share for the year are 5.20
pence per share (FY-23: 5.18 pence) compared to underlying earnings
per share of 5.60 pence (FY‑23: 5.95 pence).
The
Board
As noted above, the past year has witnessed
substantive changes to the Board and senior management of the
Company. Rarely, however, can one note that the Chairman stood down
after 40 years, the CEO after 31 years with the Company and the CFO
after 21 years. Nevertheless, such changes give rise to management
challenges and I would like to take this opportunity to thank my
colleagues on the Board and the senior members of the management
team for their advice, challenge and support since I took the chair
last summer.
Having expressed an inclination to do so some
time ago, but having most helpfully agreed to remain in post to
support the process of management change over the past few months,
Tim Edwards recently took the decision to stand down from the
Board, after six years' service, to give him time to focus on the
biotechnology sector.
I would like to thank Tim for the commitment and
counsel he has given to the Board and the management
team.
To succeed Tim, shortly before issuing this
report, we were able to announce the appointment of Dr Othman
Boukrami as a new Non-executive Director with effect from 1 July
2024. Othman is currently Chief Investment Officer of TCX, the
Currency Exchange Fund, having earlier in his career held senior
positions in the African Development Group and Citibank. Othman
brings highly pertinent sector expertise to the Board and I am
delighted that he accepted the invitation to join it.
I am also pleased that we have appointed Kevin
Ayles to the Board in an executive capacity. Kevin has been with
Record since 2007 and, in a company that is wholly dependent on the
calibre and commitment of its employees, he has played a critical
role in developing the strength of the management team in his
capacity as Head of Human Resources. Kevin's appointment is both
recognition of the contribution he makes to the business and a
reflection of the importance of his role to the future of the
Company.
Outlook
A new senior management team quite rightly takes
the opportunity to review the strategic and operational imperatives
of a business as well as the environment and markets in which a
company is operating. That is a process that is ongoing within
Record at present, on which Jan Witte comments in his CEO report,
and which will continue during the first half of the current
financial year. The focus, in the short term, is on ensuring
operational strength and stability along with client
satisfaction.
Taking a medium-term view, I am confident that
we have a new generation of senior management in place able to take
the Company forward and that we are operating in political and
economic conditions that will provide the Company with an
opportunity-rich environment both for currency hedging mandates and
for alternative asset investments that are not correlated with more
conventional asset classes.
David
Morrison
Chairman
Chief executive officer's statement
Since my
appointment on 1 April of this year, as a team, we have now
crystalised our long-term strategy for growth around some very
clear priorities
Jan
Witte | Chief Executive
Officer
Revenue
£45.4m
+1.6%
FY-23: £44.7m
Underlying
profit before tax3
£14.8m
+1.4%
FY-23: £14.6m
Overview
I am proud to have become CEO of Record and
consider it a great privilege to be able to both lead and evolve
the business going forward, supported by an experienced team of
senior colleagues, many of whom have been at Record for ten years
or more.
To put things in context, it is instructive to
look back at the transformation the business has seen over the last
decade and more specifically in the last couple of
years.
In the period after the financial crisis of
2008/9, Record's product set, while profitable, became somewhat
stagnant and, in 2017, fee pressure across the industry was
becoming an increasing concern. This highlighted the need for
change and, against a backdrop of falling profitability, Leslie
Hill, formerly Head of Sales, was appointed CEO in 2020 to
introduce fresh thinking and to explore new opportunities for
growth.
Leslie successfully created this younger, more
dynamic senior management team across the Group and encouraged a
more entrepreneurial mindset to take root. As a result, over
the last couple of years, we have proactively developed and
explored a number of new possibilities, not all of which we plan to
take forward given the need to focus on those areas offering the
greatest potential
Strategy
Since my appointment on 1 April of this year,
the senior management team has been working to crystallise our
long‑term strategy for growth
and we have started by setting some very clear priorities. With a
much higher level of strategic clarity, our focus now is firmly on
execution and we must get the details right.
One of the things that has become very clear is
that we need to define our positioning in the industry landscape.
We now strongly identify (and reinforce this positioning) as a
specialist asset manager focused on offering
best‑in-class products to
large global investors.
Being a specialist is a role that is consistent
with our roots, our established product lines, and our more recent
expansion into new products. It is also consistent with our culture
and the exceptional expertise of many of the people we employ. We
don't aspire to, and it is not necessary to, excel at everything;
but where we are competing, we aim to provide
best‑in‑class solutions.
Another quality that makes us unique is our
ability to structure and deliver large purpose-built investment
solutions. Our size here is key. We are large enough to structure
and deliver multi-billion USD mandates, and simultaneously small
enough to be nimble and accommodate the unique and often complex
detail required to deliver exceptional output for our rightly
demanding clients.
In an increasingly complex world, where rapid
technological progress competes for attention with de-globalisation
and geopolitical tensions, these purpose-built investment solutions
of exceptional quality and the way we can deliver them, are in
demand. As testament to that, we now manage more than USD 100
bn for clients worldwide.
Our client-base continues to comprise
institutional investors, pension funds, and foundations. In recent
years, we have also attracted an increasing number of international
asset managers, which is an exciting development and is now one of
the key areas of support and development.
With teams in London, Zurich, Frankfurt,
Amsterdam, and New York, and around 100 employees globally,
we have our eyes firmly set on the work that is required to
build on our recent AUM milestones and to continue our trajectory
of growth. To this end, our energy is now directed towards six
distinct product categories where we offer a unique value
proposition, and where we can be best-in-class.
Currency
Management, with a renewed focus on core
products, comprises:
·
Passive Hedging;
·
Hedging for Asset Managers
·
Dynamic Hedging; and
·
FX Alpha (formerly Currency for Return).
Asset
Management, where products require more
preparatory work and hence lead times are greater,
comprises;
·
Emerging Market Debt; and
·
Custom Solutions (including Private Credit and Infrastructure
Equity).
We will be heavily focused on this envelope of
six core product categories and have created high hurdles for
ourselves when it comes to adding
new products.
Our priority is very much "bigger and better" in
the areas where we are already strong, with the expansion
of our range a secondary aim.
Financial
performance
Group revenue increased by 2% and, on an
underlying basis (excluding one-off and exceptional costs),
operating profit margin and pre-tax profit were 32% and £14.8
million respectively. Against a difficult backdrop, maintaining
these at the same level as in the previous year can be considered a
respectable result.
The underlying financial performance of the
Group remains strong. We saw material growth in AUM across both
currency and asset management products during the year, which
reflects the time and effort of colleagues spent both in
maintaining, but also in growing and winning client
mandates.
Consequently, FY-24 saw the Group pass some
milestones of note: AUM rose by over 16% to its highest ever level
of $102.2 billion, with FY-24 being the fifth consecutive year of
positive net inflows. In addition, we launched two funds under our
new Custom Solutions suite of asset management products and
maintained the high level of performance fees of £5.8 million
earned in the previous fiscal year.
The impairment of the previously capitalised
IT-development expenditure of £1.9 million for the R-Platform was
announced prior to the year end.
Whilst disappointing, having taken account of
both the scale of improvement delivered over the previous two years
plus the future investment required over a prolonged period, the
strategic decision was taken to cease further development and to
bring future IT infrastructure and development teams in-house. The
Board was fully supportive of this decision which we believe will
strengthen the Group's ability to develop and deliver our tailored
solutions in a more cost-effective way, which can only be in the
best interests both of our clients and shareholders.
Further information on financial results can be
found in the Financial review section.
Outlook
It's a privilege to be leading the Group and a
delight to be working with both superb colleagues and clients who
really make every day at Record enjoyable. I am confident that the
renewed focus we have on a core suite of six product categories,
where our offering and value-add is unique, positions us well for
growth in the years ahead.
Jan
Witte
Chief Executive
Officer
Operating review
AUM closed the
year at its highest ever level of $102.2 billion,
including net AUM inflows of $6.8 billion for the
year.
Product
investment performance
Currency Management
Our hedging products are predominantly
systematic in nature. The effectiveness of each client mandate is
assessed regularly, and adjustments are made, when necessary, in
order to respond to changing market conditions or to bring the risk
profile of the hedging mandate in line with the client's risk
tolerance.
Passive
Hedging
Record's enhanced Passive Hedging service aims
to reduce the cost of hedging by introducing flexibility into the
implementation of currency hedges without changing the hedge ratio.
The episodic nature of many opportunities exploited by the strategy
means it requires a higher level of discretionary oversight than
has historically been associated with Passive Hedging.
Global markets saw interest rates remain
elevated in the first half of FY-24, stemming from hawkish central
bank policy to curb the persistent inflationary pressures. Towards
the second half of FY-24, inflation prints across major economies
showed signs of moderation, alongside slowing GDP growth and
employment data. These have had the effect of introducing increased
volatility into short-term interest rate markets, from which FX
forward pricing is determined. The heightened volatility increased
the opportunity set for our clients' portfolios, and as such, we
positioned client portfolios appropriately to net add value from
this volatility, achieving positive performance. Additionally, the
team's management of the portfolio around key market events such as
the acquisition of Credit Suisse by UBS, and the consequential
liquidity issues, have minimised downside risks versus the
fixed-tenor benchmark.
The table below shows the total value added
relative to a fixed-tenor benchmark for an enhanced Passive Hedging
programme for a representative account. The base currency used is
Swiss francs.
|
Return for
|
Return
|
|
year to
|
since
|
|
31 March 2024
|
Inception4
|
Value added by enhanced Passive Hedging
programme relative to a fixed‑tenor benchmark
|
0.07%
|
0.10% p.a.
|
4. Since inception in
October 2014.
Dynamic
Hedging
The performance of our Dynamic Hedging product
is a function of foreign currency fluctuations relative to the base
currency of specific clients. During the year, US investors saw
losses from currency on international assets when valuing positions
in US dollars, as the US dollar appreciated against the majority of
G10 currencies. Record's Dynamic Hedging product adjusted hedge
ratios in line with US dollar fluctuations, reducing hedging losses
when the US dollar was weaker and helping to protect against
currency losses when the US dollar was episodically stronger. As a
result, Dynamic Hedging performance was positive, partially
offsetting currency losses on the underlying international
exposures. Positive hedging performance was largely due to gains
made from the Japanese yen hedge, which weakened substantially
against the US dollar.
For non-US accounts, i.e. those where US
exposures were hedged to other base currencies, the performance of
Dynamic Hedging was opposing over the period given broad US dollar
strength and reflected the mandates' specific objectives and/or
benchmarks.
|
Return for
|
Return
|
|
year to
|
since
|
|
31 March 2024
|
Inception5
|
Value added by Dynamic Hedging programme for a
representative US-based account
|
0.67%
|
0.67% p.a.
|
5. Since inception in
April 2009.
FX Alpha
(formerly Currency for Return)
Currency Multi-Strategy
Record's Currency Multi-Strategy product
combines a number of diversified return streams, which
include:
·
Forward Rate Bias ("FRB"), also known as Carry, or the
tendency for high interest rate currencies to outperform low
interest rate currencies.
·
Value which purchases undervalued currencies and sells
overvalued currencies relative currency fair value.
·
EM Long/Short which captures returns from relative growth,
value and carry opportunities within Emerging Market and Developed
Market currencies.
·
Developed Market Classification ("DMC") which dynamically
allocate to various currency factor groups.
Record's Multi-Strategy mandates delivered
positive returns over the period which was driven by outperformance
in the EM Long/Short, Carry and DMC strategies, offsetting
underperformance in the Value strand. Carry benefited from the low
FX volatility environment and stable interest rate differentials.
DMC performed positively as its factors were able to pick up some
stronger US dollar. The EM strategy saw strong performance on the
back of high real interest rates dispersion, resilient domestic
economies, and the supportive macro environment, comprising of a
continued disinflation trend in major economies. In Value,
underperformance was mainly driven by short US dollar and long
Japanese yen positions where the Federal Reserve's "higher for
longer" narrative and continued monetary accommodation in Japan led
to depreciation of the yen versus the US dollar.
|
Return for
|
|
|
|
year to
|
Return
since
|
Volatility
since
|
|
31 March 2024
|
inception
|
inception
|
Record Multi‑Strategy composite6
|
4.65%
|
1.15% p.a.
|
3.10% p.a.
|
6. Record
Multi-Strategy composite is since inception in July 2012, showing
excess returns data gross of fees in USD base, and scaled to a 4%
volatility target.
Asset Management
EM
Debt
Record EM Sustainable Finance
("EMSF") Fund
The Record EMSF Fund USD class A returned 12.6%
from inception (28 June 2021) to 31 March 2024, outperforming the
relevant emerging market local debt benchmarks by 20.43%-21.02%
(see table below).
The currency portfolio delivered positive
returns during the period on the back of continued outperformance
of high carry EM selections despite elevated US treasury yield
volatility. Central banks in developed markets progressed with
their tightening cycles during FY-24 and adopted a prudent policy
tone even after pressures had eased somewhat given second-round
inflation risks. Major EM central banks embarked on rate cutting
cycles whilst remaining cautious, which supported the asset class
through elevated real rate pickup and real currency appreciation,
especially in Latin American markets, where local assets also
outperformed on the back of US exceptionalism and nearshoring.
Valuations were a key driver in the period, particularly in Central
and Eastern Europe currency recovery as well due to reduced
regional risk premia. The DM funding basket performed positively
despite a weaker US dollar on the back of tactical management of
the funding basket.
Bond investments performed positively as well
despite notable volatility in global rate markets. Performance was
driven by lower rates as the tightening cycle matured and
inflationary pressures started to ease. Bond returns benefited from
duration extension, as well as diversification into local currency
denominated bonds in markets where local rates offered attractive
ex-ante risk/return. The peer-to-peer ("P2P") portfolio continued
to grow in the period as a result of a closer collaboration with
the multilateral development banks to support development loans
that are denominated in local currency. These innovative and
bespoke transactions aim to deliver targeted positive impact that
support the development of local currency markets, benefit local
communities and mitigate exposure to hard currency by
end-borrowers. P2P trade highlights in the period include gender
bond transactions denominated in Mongolian tugrik, Azerbaijani
manat and Kazakhstani tenge; sustainability bonds to finance green
and social projects in Colombia in local currency; and green bonds
denominated in Indian rupee to support climate resilience and
transition in India.
The table below shows the performance of the
EMSF Fund USD class A and the relevant benchmarks, being the JP
Morgan GBI-EM Global Diversified and JP Morgan EMBI Global
Diversified. The performance is since inception of the EMSF Fund on
28 June 2021 to 31 March 2024.
|
Return for
|
Return
|
|
year to
|
since
|
|
31 March 2024
|
inception
|
EMSF Fund USD Share Class A
|
7.59%
|
12.60%
|
JP Morgan GBI-EM Global Diversified
|
4.91%
|
(8.42)%
|
Custom
solutions
Record Diversified GP
Stakes
The first of our Luxembourg funds launched
offers access to a portfolio of equity stakes in privately-held
asset managers who specialise in private markets - private debt,
private equity, private real estate and private
infrastructure.
The fund delivered positive returns to investors
in the period. This investment strategy has four key return
drivers. The largest contributor to the positive performance was
the earned management fees on the GP's existing funds. The other
three drivers were either neutral (in the case of enterprise value)
or negative (in the case of the crystallise performance fees and
the GP-commit). For these last two return drivers to start
contributing positively again to the overall fund performance we
would need the planned asset exits of the underlying portfolio
assets to resume and normalise.
The fund performed better than industry returns,
mainly due to diversification (over 70 GP stakes at the end of
March 2024) and the poor correlation of the return drivers to the
typical private market returns.
The table below shows the performance of the
Record Diversified GP Stakes class USD A. The performance is since
inception of the Record Diversified GP Stakes Fund on 3 April 2023
to 29 December 2023 (the most recent available data).
|
Return
|
|
since
|
|
inception
|
Record Diversified GP Stakes - USD Share Class
A
|
6.07%
|
Record Protected Equities
The second fund we launched combines a
multi-factor active global equity approach with a tail risk hedging
solution to protect against significant drawdowns. By packaging the
strategies of two US-based investment specialists, Record was able
to bring to the European market an investment product that wasn't
previously available.
The fund delivered positive returns to investors
in the period driven by an overall outperformance of the factor
equity strategy (over the passive benchmark). The strong
performance of the long global equity strategy fully covered the
expense of buying downside protection and still returned over 75bps
after fees to investors above the passive benchmark. In general,
the period August 2023 to March 2024 was a good period for global
equity markets, returning over 10% to investors.
The table below shows the performance of the
Record Protected Equities class USD F and the relevant benchmark,
being the MSCI ACWI IMI. The performance is since inception of the
Record Protected Equities Fund on 1 August 2023 to 31 March
2024.
|
Return for
|
Return
|
|
period to
|
since
|
|
31 March 2024
|
inception
|
Record Protected Equities - USD Share Class
F
|
11.03%
|
11.03%
|
MSCI ACWI IMI
|
10.25%
|
10.25%
|
AUM
development
AUM expressed in US dollar terms finished the
year at $102.2 billion, an increase of 17% (FY-23: $87.7 billion).
When expressed in sterling, AUM increased by 14% to £80.9 billion
(FY-23: £71.0 billion).
AUM
development bridges - year to 31 March 2024
|
Currency Management
US $bn
|
Asset Management
US $bn
|
AUM at 1 April 2023
|
81.4
|
6.3
|
Net flows
|
9.0
|
(2.2)
|
Equity & other markets
|
6.7
|
0.2
|
FX & scaling adjustment
|
0.4
|
0.4
|
AUM at 31
March 2024
|
97.5
|
4.7
|
Currency Management AUM
movements
Passive Hedging increased by 20% to $66.0
billion (FY-23: $54.5 billion) driven by net inflows of $7.4 billion
for the year from new and existing clients. The impact from market
movements and exchange rates was also positive at $3.6 billion and
$0.5 billion respectively.
Hedging for Asset Managers AUM increased to
$10.4 billion (FY-23: $9.3 billion) as a result of net inflows of
$1.3 billion being partially offset by adverse exchange movements
($0.2 billion).
Dynamic Hedging AUM increased by 12%, ending the
year at $16.5 billion (FY-23: $14.7 billion). The majority of the
$1.8 billion increase is attributable to positive market movements
of $1.5 billion with net inflows of $0.3 billion.
FX Alpha AUM increased to $4.5 billion (FY-23:
$2.8 billion) by the end of the year, represented predominantly by
positive market movements of $1.5 billion.
Asset Management AUM
movements
Custom Solutions AUM decreased to $3.7 billion
(FY-23: $5.2 billion). Net outflows of $2.1 billion are attributable
to a $2.4 billion outflow from Multi-product which has been offset
by a $0.3 billion inflow following the launch of the two Luxembourg
funds. A further partial offset is as a result of favourable
exchange rates ($0.4 billion) and market movements ($0.1
billion).
EM Debt remained broadly level at $1.0 billion
(FY-23: $1.1 billion) due to net outflows ($0.1
billion).
Market performance
Record's AUM is affected by movements in market
levels because substantially all the Passive and Dynamic Hedging,
and some of the Multi-product (within Custom Solutions) mandates,
are linked to equity, fixed income and other market levels. Market
movements increased AUM by $6.9 billion in the year ended 31 March
2024 (FY-23: decrease of $3.8 billion).
Forex
Approximately 75% of the Group's AUM is non-US
dollar denominated. Therefore, foreign exchange movements may have
an impact on AUM when expressing non-US dollar denominated AUM in
US dollars. Foreign exchange movements increased AUM by $0.8
billion over the year. This movement does not have an equivalent
impact on the sterling value of fee income.
At 31 March 2024, the split of AUM by base
currency was 8% in sterling, 55% in Swiss francs, 25% in US
dollars, 8% in euros and 4% in other currencies.
AUM
composition by base currency
|
31 March
|
31 March
|
Base currency
|
2024
|
2023
|
Sterling
|
GBP 6.6bn
|
GBP 7.4bn
|
US dollar
|
USD 25.4bn
|
USD 20.8bn
|
Swiss franc
|
CHF 50.9bn
|
CHF 38.3bn
|
Euro
|
EUR 7.3bn
|
EUR 11.7bn
|
Australian dollar
|
AUD 5.8bn
|
AUD 3.0bn
|
Canadian dollar
|
CAD 0.1bn
|
CAD 3.3bn
|
Japanese yen
|
JPY 42.6bn
|
JPY 27.2bn
|
Product
mix
AUM
composition by product
|
31 March 2024
|
31 March
2023
|
|
US $bn
|
|
US $bn
|
|
Currency
Management
|
|
|
|
|
Passive Hedging
|
66.0
|
65%
|
54.5
|
64%
|
Dynamic Hedging
|
16.5
|
16%
|
14.7
|
17%
|
Hedging for Asset Managers
|
10.4
|
10%
|
9.3
|
11%
|
FX Alpha
|
4.5
|
4%
|
2.8
|
3%
|
Cash
|
0.1
|
-%
|
0.1
|
-%
|
Total Currency
Management AUM
|
97.5
|
95%
|
81.4
|
93%
|
Asset
Management
|
|
|
|
|
Custom Solutions
|
3.7
|
4%
|
5.2
|
6%
|
EM Debt
|
1.0
|
1%
|
1.1
|
1%
|
Total Asset
Management AUM
|
4.7
|
5%
|
6.3
|
7%
|
Total
AUM
|
102.2
|
100%
|
87.7
|
100%
|
The product mix has remained broadly consistent
with the prior year. With the exception of a switch of mandate by
one client from Multi-Product (within Custom Solutions) to Passive
Hedging, growth can be seen across the product range predominantly
due to a mixture of net inflows of $6.8 billion and market
movements of $6.9 billion.
Financial review
A renewed focus
on best-in-class core products and good cost control is
expected to deliver an improved quality of earnings over the medium
term.
Steve
Cullen | Chief Financial
Officer
Revenue
£45.4m
+2%
FY-23: £44.7m
Management
fees
£38.7m
+1%
FY-23: £38.3m
Underlying
operating profit margin3
32%
FY-23: 32%
Overview
FY-24 has been a busy, somewhat challenging, but
productive year for the Group. Changes in the leadership team in
line with succession planning, new product launches delivered and
further launches expected in FY-25, and the highest ever level of
AUM achieved at year end combine to form a robust base upon which
the business can continue to grow.
Strong net AUM inflows of $6.8 billion and solid
investment performance, as evidenced by another year of exceptional
performance fees, have helped to underpin revenues, albeit set
against higher costs associated with investment in technology
projects and resources, and the full-year impact from continued
inflationary and cost‑of-living pressures.
The underlying performance of the business
remains strong. An analysis of the IT strategy linked to the change
in Record's leadership prompted the decision to cease any further
work with external consultants on the development of the IT
platform ("R-Platform"), to instead focus on bringing IT
development and infrastructure expertise in-house. This will
be more efficient and cost‑effective in enabling greater focus on near-term
projects and enhancements aligned with Record's approach of
offering purpose-built investment solutions of exceptional quality.
However, as previously announced just prior to the year-end, this
decision resulted in the impairment of the R-Platform project and
the consequent write down of previously capitalised development
costs of £1.9 million and associated reorganisation costs and
professional fees of approximately £0.5 million.
Notwithstanding the strong performance on an
underlying basis, the Board exercised its discretion by decreasing
the size of the bonus pool linked directly to the Group's financial
performance overall, resulting in a reduction to variable
remuneration of 42% versus the prior year.
Whilst the business continues its focus on
offering best-in-class products and service across all of its
product range, the evolution into a specialist asset manager
offering bespoke investment solutions has prompted a change to its
reporting structure going forward. Consequently, it has taken the
opportunity to re-categorise its revenue streams to more clearly
define and differentiate flows between the more traditional
currency management business and those new revenue streams
associated with the asset management business. This allows for a
better understanding of the investment case and the overall value
and strength of the business, both for current shareholders and
potential investors in future.
The Group remains independent, cash generative
and profitable, supported by its strong and liquid balance
sheet.
Profit and loss (£m)
|
2024
|
2023
|
Revenue
|
45.4
|
44.7
|
Cost of sales
|
(0.1)
|
-
|
Gross
profit
|
45.3
|
44.7
|
Personnel (excluding bonus)
|
(14.9)
|
(12.8)
|
Non‑personnel costs
|
(11.4)
|
(9.5)
|
Other income or expense
|
(0.1)
|
(0.3)
|
Total expenditure (excluding bonus)
|
(26.4)
|
(22.6)
|
Group Bonus Scheme
|
(4.4)
|
(7.6)
|
Operating
profit (pre impairment of intangible assets)
|
14.5
|
14.5
|
Operating profit margin (underlying)
|
32%
|
32%
|
Impairment of intangible assets
|
(1.9)
|
-
|
Operating
profit
|
12.6
|
14.5
|
Net interest received
|
0.3
|
0.1
|
Profit before
tax
|
12.9
|
14.6
|
Tax
|
(3.6)
|
(3.3)
|
Profit after
tax
|
9.3
|
11.3
|
Revenue -
Currency Management
Record's traditional core currency management
revenue derives from the provision of currency and derivative
management services, fees for which can be charged through
management fee only or management plus performance fee structures.
Management fee only mandates are charged based upon the AUM of the
product, and management plus performance fee structures include a
lower percentage fee applied to AUM, and a proportional share of
the specific product performance measured over a defined
period.
Management fees are typically charged on a
quarterly basis, although Record may charge fees monthly for some
of its larger clients. Performance fees can be charged on
quarterly, six-monthly or annual performance periods on the basis
agreed with the particular client.
Revenue - Asset
Management
Asset management revenue has been classified
into two categories, being Emerging Market Debt ("EM Debt") and
Custom Solutions. EM Debt includes the Emerging Market Sustainable
Finance ("EMSF") strategy, incorporating the EMSF Fund launched
back in June 2021. The Custom Solutions revenue category includes
management fees from either segregated accounts or funds built to
suit client demand, for example the Protected Equity and GP Stakes
funds launched in the year. Distribution fees are also received for
the introduction of clients into these and other third-party funds.
Revenue from future product launches, such as the Infrastructure
and Islamic finance products, will also be reported within the
Custom Solutions category. The Multi-product strategy, previously
included under Currency Management, has been re-categorised under
Custom Solutions, reflecting its bespoke nature in combining two or
more investment objectives (e.g. both risk-reducing and
return-seeking) and hybrid fee rates.
Similarly to currency management revenue,
management fees for Custom Solutions can be charged either monthly
or quarterly depending on the structure through which the programme
is run. Distribution fees are earned as a percentage of
the value invested for the duration of the investment
lifecycle.
Revenue -
FY-24
Total management fees earned during the year
increased marginally to £38.7 million (FY-23: £38.3 million).
Performance fees were again reported at £5.8 million, in line with
FY-23, although now linked to performance both from FX Alpha
(formerly Currency for Return) mandates (£2.9 million, FY-23: £nil)
and certain Enhanced Passive Hedging mandates (£2.9 million, FY-23:
£5.8 million). Revenue earned from the new asset management
products and services totalled £0.5 million (FY-23:
£nil).
Revenue analysis (£m)
|
Year ended
|
Year ended
|
|
31 March 2024
|
31 March
2023
|
Management
fees
|
|
|
Currency
Management
|
|
|
Passive Hedging
|
9.7
|
10.5
|
Hedging for Asset Managers
|
2.9
|
2.4
|
Dynamic Hedging
|
13.7
|
12.0
|
FX Alpha
|
1.3
|
1.6
|
Total
|
27.6
|
26.5
|
Asset
Management
|
|
|
EM Debt - EMSF
|
4.8
|
5.2
|
Custom Solutions - Multi-product
|
6.2
|
6.6
|
Custom Solutions - Fund management
|
0.1
|
-
|
Total
|
11.1
|
11.8
|
Total
management fees
|
38.7
|
38.3
|
Currency
Management - Performance fees
|
5.8
|
5.8
|
Asset Management - Distribution fees
|
0.4
|
-
|
Other income
|
0.5
|
0.6
|
Total other
services income
|
0.9
|
0.6
|
Total
revenue
|
45.4
|
44.7
|
Currency
Management fees
Passive Hedging management fees (including
Hedging for Asset Managers) decreased by 2% to £12.6 million
(FY‑23: £12.9 million). Total
net inflows for FY-24 were reported at +$8.7 billion, however the
impact from the timing of net flows over the last 18 months (i.e.
net outflows of $3.6 billion for the four quarters to H1-24
were only offset by net inflows of $10 billion in H2-24) resulted
in a small decrease to management fees for FY-24. However, we
expect this to reverse with the full‑year impact from the latter inflows in the
current financial year (FY-25). Importantly, whilst Passive Hedging
commands a significantly lower average fee rate than Record's other
products, it continues to provide a robust and valuable revenue
stream from a long-standing, institutional client base, which
itself provides potential synergies to the Group in the form of
future partnerships and product innovation. More recently, the
extension of our core Passive Hedging product for Asset Managers,
which provides programmes designed to fit specific liquidity and
reporting requirements, has seen growth which we expect to continue
in the current financial year (FY-25) and consequently Hedging for
Asset Managers revenue will now be reported as a separate Currency
Management category.
Dynamic Hedging management fees increased by 14%
to £13.7 million (FY‑23: £12.0
million) predominantly as a result of the full‑year impact of the $2.5 billion of net inflows
seen in the second half of FY-24, combined with the total net
inflows of $0.3 billion in FY-24 from existing clients.
Management fees from FX Alpha (formerly Currency
for Return) mandates decreased by 19% to £1.3 million (FY-23: £1.6
million) broadly arising as a result of the full-year impact from
the net outflows of $0.3 billion in the second half of
FY-24.
Asset
Management fees
EM Debt - EMSF
Management fees arising from the Record EM
Sustainable Finance Fund ("EMSF") decreased by 8% to £4.8 million
(FY-23: £5.2 million). Notwithstanding positive performance for the
year, net outflows of $0.1 billion for FY-24 linked to the client's
decision to rebalance the portfolio resulted in the reduction to
revenue. The EMSF, launched in June 2021, reached its three-year
live track record in June 2024 and it is anticipated that this,
when combined with its exceptional performance to date and the
recent appointment of Andreas Koester to lead Record's EMSF team
(as announced in April 2024), will deliver further revenue growth
over the next three to five years.
Custom Solutions -
Multi-product
Multi-product management fees decreased by 6% to
£6.2 million (FY-23: £6.6 million). As previously announced in
January 2024, one of Record's long-standing clients made the
strategic decision towards the end of the third quarter to switch
approximately $4 billion of assets under its
Multi‑product mandate into the
lower-margin Passive Hedging product. However, other net inflows of
$1.6 billion in H2-24 will offset a proportion of the
reduction to Multi‑product
revenue for FY-25 although the net full-year impact for FY-25
revenue on a like-for-like basis is expected to be a reduction of
approximately 50%.
Custom Solutions - Fund
management
In partnership with other specialist asset
managers, Record launched two funds on its Luxembourg fund platform
in FY-24: Protected Equities and GP Stakes, which reached an
aggregate NAV of $321 million by the end of the year. As expected
during the start-up phase, management fees for FY-24 remained
fairly low at £0.1 million. However, the launches provide a solid
platform from which to expand, and the pipeline of opportunities
remains strong both from existing and prospective
clients.
Distribution
fees
Custom Solutions - Liquid Credit
Solutions
In addition to distributing Record's own branded
funds, we also work closely with selected external fund managers in
the distribution of their funds in Europe and the UK. Distribution
fees of $0.4 million were earned in FY-24.
Performance
fees
Performance fees can be derived from a
combination of hedging and return‑seeking products. Record's Enhanced Passive
Hedging benefited from opportunities to add value arising from
continued interest rate differentials, which helped to deliver
performance fees of £2.9 million (FY‑23: £5.8 million). Record's FX Alpha product
also delivered £2.9 million of performance fees in the year
(FY‑23: £nil). Such
opportunities for added value on both products are, to a certain
extent, market dependent and can therefore be episodic in
nature.
Consequently, the occurrence and scale of future
performance fees is dependent on market developments through the
current financial year (FY‑25).
Other
income
Other income totalled £0.5 million (FY-23: £0.6
million) and consists predominantly of fees from ancillary currency
management services including collateral management, signal hedging
and tactical execution services. Fees charged for these ancillary
services are not linked to AUM.
Expenditure
Cost
of sales
Cost of sales of £0.1 million (FY-23: £nil)
represents third-party commission due on a proportion of revenue
earned for certain bespoke mandates utilising AI technology to
assist with calculating optimal asset allocations. Due to recent
growth in these mandates, we would anticipate a doubling in the
commission costs for FY-25.
Operating expenditure
The Group operating expenditure (excluding
variable remuneration and other expenses) increased by 18% to £26.3
million for the year (FY-23: £22.3 million).
As expected, the Group has seen increases in
personnel costs (excluding bonuses) for the year of approximately
16% linked to a number of factors, including an increase in average
headcount of 9% and the continuation of the higher
inflationary environment through the year, albeit on the slow
downward trajectory. The continuation of a heightened cost of
living for our employees has again added pressure for the business
to provide support in the form of pay increases, either through
one‑off
cost‑of-living allowances or
in general pay increases to keep up with market rates of pay.
Consequently, cost‑of‑living
payments were made in FY-24 of £2,000 per employee (excluding
Executive Directors and Board members), amounting to a total cost
of approximately £0.2 million. The Group continues to monitor the
situation closely by benchmarking rates of pay in the market to
ensure our employees receive the appropriate rate of pay linked to
their role and responsibilities.
Whilst we do not expect to make any further
cost-of-living payments, changes made to bring certain roles in
line with market rates have been made with effect from April 2024,
at a total additional cost in FY-25 of £0.5 million.
Against this backdrop, salaries and related
on-costs (including pensions) increased by 17% to £13.0 million
(FY-23: £11.1 million), whilst other employment-related costs
associated with the Group's share schemes, including the full-year
impact of the new LTIP scheme launched last year, increased by 22%
to £1.1 million (FY-23: £0.9 million). Commission paid under the
scheme aimed at generating new business remained flat at £0.8
million, broadly in line with the change in year‑on-year revenues.
Similarly, and also as expected, we have seen an
increase in non-personnel costs due to the full-year impact of
inflationary increases seen throughout FY-23 as well as those
incurred in FY-24, albeit at a reduced rate. The continuation of
Record's investment into IT systems contributed to the increase,
particularly in using external consultants for the development of
the R-Platform until the end of FY-24, when the decision to stop
the project was taken. As previously announced, a reorganisation
programme has already been implemented to restructure the
technology team by bringing both development and infrastructure
expertise in-house. Whilst this will be additive to FY-25 personnel
costs, we anticipate this to be offset by the decrease in
non-personnel costs with the advantage of having greater focus for
development in key areas identified for near-term and sustainable
growth.
Non-personnel costs, excluding impairment
write-downs, increased by 20% during the year to £11.4 million
(FY-23: £9.5 million). Increases in professional fees, including
insurance, legal and internal and external audit fees, reflect the
costs associated with added complexity, expansion and regulatory
requirements in the UK and abroad, especially in
Germany.
In the UK, the Group is currently based over two
sites in serviced offices in London and a leased office in Windsor.
Due to its continued expansion plans, the business will consolidate
its UK base to one central London-based office during the current
financial year (FY-25). The move will enable the Group to maintain
its strong culture and focus on collaborative working, regarded as
key for future growth, whilst having the anticipated advantages of
improved employee retention and wellbeing and in maintaining high
levels of productivity and efficiency. Consequently, the inevitable
overlap of office costs during the transitional period will result
in an increase in Group occupancy costs of approximately £0.5
million for FY-25, dependent on timing. Following full occupation
in the new office and vacating of the current offices, it is
expected for annual occupancy costs for the Group to fall back to
the current level.
Costs associated with the winning and servicing
of clients, such as marketing, travel and accommodation costs, have
increased by approximately 35% linked to a higher preference for
more in-person meetings with current and potential clients, as
opposed to virtual.
Notwithstanding more recent decreases in
headline inflation, the full year impact of inflationary increases
on running costs announced during FY-24 is expected to be felt in
the current financial year, FY-25. However, the Group remains
conscious of the level of cost increases seen over the last couple
of years and consequently of the need for a closer focus on
ensuring the business receives value for money on its day-to-day
operating costs balanced with ensuring it remains appropriately
resourced to achieve its strategic goals.
Other expenses were £0.1 million for the year
(FY-23: £0.3 million) and represent net losses/gains made on
derivative financial instruments employed by the Group's hedging
activities and other FX adjustments
or revaluations.
Group Bonus Scheme
The Board retains discretion to operate the
bonus pool between 25% to 35% of pre‑bonus operating profit and decided to exercise
its discretion resulting in a reduction to the bonus pool, linking
the Group's financial performance directly to the size of the
variable remuneration pool. Consequently, the Group bonus cost has
decreased by approximately 42% to £4.4 million (FY-23:
£7.6 million), meaning that the underlying operating profit
remains at 32%, in line with FY-23. The Group bonus has been
calculated at 26% of pre‑bonus
operating profit (FY-23: 34%).
Further information on variable remuneration can
be found in the Remuneration report.
Operating
profit and underlying profit margin
Operating profit on an underlying basis (i.e.
before impairment write-down) remained flat at £14.5 million
(FY-23: £14.5 million), reflecting an underlying operating profit
margin of 32%, the same level as for FY-23. However, as a result of
the impairment write-down of £1.9 million, on a statutory basis the
Group operating profit decreased by 13% to £12.6 million (FY-23:
£14.5 million) with the Group operating margin decreasing to
28% (FY-23: 32%).
Whilst in the medium term it is anticipated that
changes to the IT strategy will bring cost efficiencies and
improved value for money alongside a more efficient and focused
approach to future IT projects, some overlap and the passing over
of current IT projects may lead to a short‑term decrease in operating margin for
FY-25.
The Group remains confident that, through such
cost improvements and with the impact of growth from higher
revenue-margin products, it can increase the operating margin over
the medium term.
Cash
flow
The Group's year‑end cash and cash equivalents stood at £9.2
million (FY‑23: £9.9 million)
and the total assets managed as cash were £17.5 million
(FY-23: £14.5 million). The cash generated from operating
activities before tax increased by 25% to £16.3 million (FY-23
(restated): £13.0 million).
During the year, taxation of £3.2 million
was paid (FY-23: £2.4 million) and £10.1 million was paid in
dividends (FY-23: £9.1 million). The Group did not purchase any of
its own shares for the EBT in the year to set against the future
vesting of share options (FY-23: £1.8 million) and received
net proceeds on the purchases and/or redemption of bonds and
investments of £0.8 million (FY-23: net purchases: £1.1
million).
At the year end, the Group held money market
instruments that mature in excess of 30 days after the reporting
date worth £8.3 million (FY-23: £4.5 million). These
instruments are managed as cash by the Group but are not classified
as cash under IFRS rules (see note 19 of the financial statements
for more details).
Dividends
The FY-24 interim ordinary dividend of 2.15
pence per share (FY-23: 2.05 pence) was paid to shareholders
on 22 December 2023, equivalent to £4.1 million.
The decision to impair previously capitalised
development expenditure and to incur a one-off cost of
£1.9 million has inevitably depleted the level of earnings by
approximately 0.76 pence per share for the year. Notwithstanding
this impact, the underlying performance of the business has been
strong in FY-24 with a 32% underlying profit margin, high
performance fees and the launch of new funds in the year, with
further launches anticipated for the current financial
year.
With this in mind, the Board remains confident
in the future trajectory of the Group and consequently comfortable
with the current dividend policy. As disclosed in the
Chairman's statement, the Board is recommending a final ordinary
dividend of 2.45 pence per share, equivalent to approximately £4.7
million, taking the overall ordinary dividend for the financial
year to 4.60 pence per share.
Simultaneously, the Board is also paying a
special dividend of 0.6 pence equivalent to approximately £1.1
million, making the total dividend in respect of the year ended 31
March 2024 of £9.9 million, equivalent to 93% of total underlying
earnings.
The total ordinary and special dividends paid
per share in respect of the prior year ended 31 March 2023 were
4.50 pence and 0.68 pence respectively, equivalent to total
dividends of £9.9 million and representing 87% of total
earnings per share of 5.95 pence.
Financial
stability and capital management
The Group's balance sheet is strong and liquid
with total net assets of £28.9 million (FY-23: £28.3 million)
at the end of the financial year, including current assets managed
as cash totalling £17.5 million (FY-23: £14.5 million). The
cash generated by the business has increased, with net cash inflows
from operating activities after tax of £13.1 million for the year
(FY-23: £10.5 million). For further information on cash flows,
see the consolidated statement of cash flows of the financial
statements.
Under the Board's capital and dividend policies,
the Group can pay up to a maximum of 100% of adjusted earnings for
each financial year, thereby ensuring distributions do not erode
the continued strength of its balance sheet.
To this end, the Group maintains a financial
model to assist it in forecasting future capital requirements over
a three-year cycle under various scenarios and monitors the capital
and liquidity positions of the Group on an ongoing basis. The Group
has no debt.
Record Currency Management Limited ("RCML") is a
UK MiFID investment firm authorised and regulated by the Financial
Conduct Authority ("FCA") registered as an Investment Adviser with
the SEC and as a Commodity Trading Adviser with the CFTC. Record
Asset Management GmbH ("RAM") is authorised and regulated in
Germany by BaFin. RCML, RAM and the Group submit regular capital
adequacy returns to the respective regulators and held significant
surplus capital resources relative to the regulatory financial
resource requirements throughout the year.
The Board has concluded that the Group is
adequately capitalised both to continue its operations effectively
and to meet regulatory requirements, due to the size and liquidity
of balance sheet resources maintained by the Group.
Steve
Cullen
Chief Financial Officer
Cautionary
statement
This Annual Report contains certain
forward‑looking statements with respect to the financial condition,
results, operations and business of Record. These statements
involve risk and uncertainty because they relate to events and
depend upon circumstances that will occur in the future. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied in this Annual
Report. Nothing in this Annual Report should be construed as a
profit forecast.
Directors' responsibility statement
pursuant to DTR4
The Directors confirm to the best of their
knowledge:
· the financial
statements have been prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Group
and Company; and
· the Annual Report
includes a fair review of the development and performance of the
business and the financial position of the Group and Company,
together with a description of the principal risks and
uncertainties that they face.
Consolidated statement of comprehensive
income
Year ended 31
March 2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Revenue
|
4
|
45,378
|
44,689
|
Cost of sales
|
|
(82)
|
(37)
|
Gross
profit
|
|
45,296
|
44,652
|
Administrative expenses
|
5
|
(30,746)
|
(29,888)
|
Other expense
|
5
|
(15)
|
(293)
|
Operating
profit prior to impairment of intangible assets
|
|
14,535
|
14,471
|
Impairment of intangible assets
|
11
|
(1,937)
|
-
|
Operating
profit
|
|
12,598
|
14,471
|
Finance income
|
|
394
|
182
|
Finance expense
|
|
(81)
|
(55)
|
Profit before
tax
|
|
12,911
|
14,598
|
Taxation
|
7
|
(3,658)
|
(3,259)
|
Profit after
tax
|
|
9,253
|
11,339
|
Foreign exchange gains on translation of foreign
operations
|
|
13
|
-
|
Other
comprehensive income that may be reclassified subsequently to
profit and loss
|
|
13
|
-
|
Total
comprehensive income for the year net of tax
|
|
9,266
|
11,339
|
Profit and
total comprehensive income for the year attributable
to
|
|
|
|
Equity holders of the parent
|
|
9,271
|
11,339
|
Non-controlling interest
|
|
(5)
|
-
|
|
|
9,266
|
11,339
|
|
|
|
|
Earnings per
share for profit attributable to the equity holders of the parent
during the year
|
|
|
|
Basic earnings per share (pence per
share)
|
8
|
4.84
|
5.95
|
Diluted earnings per share (pence per
share)
|
8
|
4.78
|
5.81
|
The notes below are an integral part of these
consolidated financial statements.
Consolidated statement of financial
position
As at 31 March
2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Non‑current
assets
|
|
|
|
Intangible assets
|
11
|
11
|
1,390
|
Right‑of‑use
assets
|
12
|
174
|
1,011
|
Property, plant and equipment
|
13
|
193
|
377
|
Investments
|
14
|
4,949
|
4,901
|
Deferred tax assets
|
16
|
168
|
134
|
Total
non‑current assets
|
|
5,495
|
7,813
|
Current
assets
|
|
|
|
Trade and other receivables
|
17
|
13,022
|
14,373
|
Derivative financial assets
|
18
|
63
|
54
|
Money market instruments
|
19
|
8,264
|
4,549
|
Cash and cash equivalents
|
19
|
9,221
|
9,948
|
Total current
assets
|
|
30,570
|
28,924
|
Total
assets
|
|
36,065
|
36,737
|
Current
liabilities
|
|
|
|
Trade and other payables
|
20
|
(4,930)
|
(6,011)
|
Corporation tax liabilities
|
20
|
(1,865)
|
(1,329)
|
Provisions
|
21
|
(122)
|
-
|
Lease liabilities
|
12
|
(106)
|
(285)
|
Derivative financial liabilities
|
18
|
(9)
|
(5)
|
Total current
liabilities
|
|
(7,032)
|
(7,630)
|
Non-current
liabilities
|
|
|
|
Provisions
|
21
|
-
|
(122)
|
Lease liabilities
|
12
|
(79)
|
(694)
|
Total
non-current liabilities
|
|
(79)
|
(816)
|
Total net
assets
|
|
28,954
|
28,291
|
Equity
|
|
|
|
Issued share capital
|
22
|
50
|
50
|
Share premium account
|
|
1,809
|
1,809
|
Capital redemption reserve
|
|
26
|
26
|
Foreign currency translation reserve
|
|
13
|
-
|
Retained earnings
|
|
27,051
|
26,406
|
Equity
attributable to the equity holders of the parent
|
|
28,949
|
28,291
|
Non-controlling interests
|
|
5
|
-
|
Total
equity
|
|
28,954
|
28,291
|
Approved by the Board on 27 June 2024 and signed
on its behalf by:
David
Morrison Steve Cullen
Chairman
Chief Financial
Officer
Company registered number: 1927640
The notes below are an integral part of these
consolidated financial statements.
Consolidated statement of changes in
equity
Year ended 31
March 2024
|
Note
|
Called‑up
share
capital
£'000
|
Share
premium
account
£'000
|
Capital
redemption
reserve
£'000
|
Foreign
currency
translation
reserve
£'000
|
Retained
earnings
£'000
|
Equity
attributable
to
equity
holders
of the
parent
£'000
|
Non-
controlling
interest
£'000
|
Total
equity
£'000
|
As at 1 April
2023
|
|
50
|
1,809
|
26
|
-
|
26,406
|
28,291
|
-
|
28,291
|
Profit and
total comprehensive income for the year
|
|
-
|
-
|
-
|
13
|
9,258
|
9,271
|
(5)
|
9,266
|
Non-controlling interest acquired in
subsidiaries
|
|
-
|
-
|
-
|
-
|
-
|
-
|
10
|
10
|
Dividends paid
|
9
|
-
|
-
|
-
|
-
|
(10,113)
|
(10,113)
|
-
|
(10,113)
|
Own shares acquired by EBT
|
|
-
|
-
|
-
|
-
|
(1,266)
|
(1,266)
|
-
|
(1,266)
|
Release of shares held by EBT
|
|
-
|
-
|
-
|
-
|
2,584
|
2,584
|
-
|
2,584
|
Tax on share-based payments
|
|
-
|
-
|
-
|
-
|
(86)
|
(86)
|
-
|
(86)
|
Other share-based payment reserve
movements
|
|
-
|
-
|
-
|
-
|
268
|
268
|
-
|
268
|
Transactions
with shareholders
|
|
-
|
-
|
-
|
-
|
(8,613)
|
(8,613)
|
10
|
(8,603)
|
As at 31 March
2024
|
|
50
|
1,809
|
26
|
13
|
27,051
|
28,949
|
5
|
28,954
|
Year ended 31
March 2023
|
Note
|
Called‑up
share
capital
£'000
|
Share
premium
account
£'000
|
Capital
redemption
reserve
£'000
|
Foreign
currency
translation
reserve
£'000
|
Retained
earnings
£'000
|
Equity
attributable
to
equity
holders
of the
parent
£'000
|
Non-
controlling
interest
£'000
|
Total
equity
£'000
|
As at 1 April
2022
|
|
50
|
1,809
|
26
|
-
|
24,045
|
25,930
|
-
|
25,930
|
Profit and
total comprehensive income for the year
|
|
-
|
-
|
-
|
-
|
11,339
|
11,339
|
-
|
11,339
|
Dividends paid
|
9
|
-
|
-
|
-
|
-
|
(9,095)
|
(9,095)
|
-
|
(9,095)
|
Own shares acquired by EBT
|
|
-
|
-
|
-
|
-
|
(3,572)
|
(3,572)
|
-
|
(3,572)
|
Release of shares held by EBT
|
|
-
|
-
|
-
|
-
|
2,268
|
2,268
|
-
|
2,268
|
Tax on share-based payments
|
|
-
|
-
|
-
|
-
|
300
|
300
|
-
|
300
|
Other share-based payment reserve
movements
|
|
-
|
-
|
-
|
-
|
1,121
|
1,121
|
-
|
1,121
|
Transactions
with shareholders
|
|
-
|
-
|
-
|
-
|
(8,978)
|
(8,978)
|
-
|
(8,978)
|
As at 31 March
2023
|
|
50
|
1,809
|
26
|
-
|
26,406
|
28,291
|
-
|
28,291
|
The notes below are an integral part of these
consolidated financial statements.
Consolidated statement of cash flows
Year ended 31
March 2024
|
|
|
Restated1
|
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Net cash inflow
from operating activities
|
26
|
13,055
|
10,541
|
Cash flows from
investing activities
|
|
|
|
Purchase of intangible assets
|
11
|
(789)
|
(964)
|
Purchase of property, plant and
equipment
|
13
|
(29)
|
(272)
|
Purchase of investments
|
14
|
(1,080)
|
(3,570)
|
Redemption of bonds
|
14
|
753
|
1,607
|
Redemption of other investments
|
14
|
1,144
|
881
|
(Purchase)/disposal of money market
instruments
|
|
(3,715)
|
9,363
|
Interest received
|
|
360
|
181
|
Net cash
(outflow)/inflow from investing activities
|
|
(3,356)
|
7,226
|
Cash flows from
financing activities
|
|
|
|
Lease principal payments
|
12
|
(288)
|
(315)
|
Lease interest payments
|
12
|
(33)
|
(55)
|
Purchase of own shares7
|
33
|
-
|
(1,850)
|
Dividends paid to equity shareholders
|
9
|
(10,113)
|
(9,095)
|
Net cash
outflow from financing activities
|
|
(10,434)
|
(11,315)
|
Net
increase/(decrease) in cash and cash equivalents in the
year
|
|
(735)
|
6,452
|
Exchange gains
|
|
8
|
151
|
Cash and cash
equivalents at the beginning of the year
|
|
9,948
|
3,345
|
Cash and cash
equivalents at the end of the year
|
|
9,221
|
9,948
|
Closing cash and cash equivalents consist
of:
|
|
|
|
Cash
|
|
4,954
|
6,405
|
Cash equivalents
|
|
4,267
|
3,543
|
Cash and cash
equivalents
|
19
|
9,221
|
9,948
|
7. See note 33 for
details of the presentational adjustment resulting in the
restatement of prior year amounts.
The notes below are an integral part of these
consolidated financial statements.
Company statement of financial
position
As at 31 March
2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Non‑current
assets
|
|
|
|
Right‑of‑use
assets
|
12
|
68
|
871
|
Property, plant and equipment
|
|
70
|
99
|
Investments
|
14
|
10,843
|
9,062
|
Total
non‑current assets
|
|
10,981
|
10,032
|
Current
assets
|
|
|
|
Corporation tax
|
|
195
|
16
|
Trade and other receivables
|
17
|
711
|
2,428
|
Cash and cash equivalents
|
19
|
214
|
213
|
Total current
assets
|
|
1,120
|
2,657
|
Total
assets
|
|
12,101
|
12,689
|
Current
liabilities
|
|
|
|
Trade and other payables
|
20
|
(7,176)
|
(4,955)
|
Lease liabilities
|
12
|
(71)
|
(251)
|
Provisions
|
21
|
(122)
|
-
|
Total current
liabilities
|
|
(7,369)
|
(5,206)
|
Non-current
liabilities
|
|
|
|
Lease liabilities
|
12
|
-
|
(583)
|
Deferred tax liabilities
|
|
(124)
|
(11)
|
Provisions
|
21
|
-
|
(122)
|
Total
non-current liabilities
|
|
(124)
|
(716)
|
Total net
assets
|
|
4,608
|
6,767
|
Equity
|
|
|
|
Issued share capital
|
22
|
50
|
50
|
Share premium account
|
|
1,809
|
1,809
|
Capital redemption reserve
|
|
26
|
26
|
Retained earnings
|
|
2,723
|
4,882
|
Total
equity
|
|
4,608
|
6,767
|
The Company's total comprehensive income for the
year (which is principally derived from intra-group dividends) was
£6,809,523 (2023: £10,614,915).
Approved by the Board on 27 June 2024 and signed
on its behalf by:
David
Morrison Steve Cullen
Chairman
Chief Financial
Officer
Company registered number: 1927640
The notes below are an integral part of these
consolidated financial statements.
Company statement of changes in
equity
Year ended 31
March 2024
|
Note
|
Called‑up
share
capital
£'000
|
Share
premium
account
£'000
|
Capital
redemption
reserve
£'000
|
Retained
earnings
£'000
|
Total
shareholders'
equity
£'000
|
As at 1 April
2023
|
|
50
|
1,809
|
26
|
4,882
|
6,767
|
Profit and
total comprehensive income for the year
|
|
-
|
-
|
-
|
6,810
|
6,810
|
Dividends paid
|
9
|
-
|
-
|
-
|
(10,113)
|
(10,113)
|
Share option reserve movement
|
|
-
|
-
|
-
|
1,144
|
1,144
|
Transactions
with shareholders
|
|
-
|
-
|
-
|
(8,969)
|
(8,969)
|
As at 31 March
2024
|
|
50
|
1,809
|
26
|
2,723
|
4,608
|
Year ended 31
March 2023
|
Note
|
Called‑up
share
capital
£'000
|
Share
premium
account
£'000
|
Capital
redemption
reserve
£'000
|
Retained
earnings
£'000
|
Total
shareholders'
equity
£'000
|
As at 1 April
2022
|
|
50
|
1,809
|
26
|
2,446
|
4,331
|
Profit and
total comprehensive income for the year
|
|
-
|
-
|
-
|
10,615
|
10,615
|
Dividends paid
|
9
|
-
|
-
|
-
|
(9,095)
|
(9,095)
|
Share option reserve movement
|
|
-
|
-
|
-
|
916
|
916
|
Transactions
with shareholders
|
|
-
|
-
|
-
|
(8,179)
|
(8,179)
|
As at 31 March
2023
|
|
50
|
1,809
|
26
|
4,882
|
6,767
|
The notes below are an integral part of these
consolidated financial statements.
Company statement of cash flows
Year ended 31
March 2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Net cash inflow
from operating activities
|
26
|
1,555
|
2,166
|
Cash flows from
investing activities
|
|
|
|
Dividends received
|
|
7,700
|
10,500
|
Purchase of property, plant and
equipment
|
|
-
|
(116)
|
Investment in equity reserve of
subsidiary
|
|
-
|
(1,095)
|
Purchase of investments
|
|
(13)
|
(1,869)
|
Redemption of investments
|
|
1,144
|
-
|
Interest received
|
|
8
|
1
|
Net cash inflow
from investing activities
|
|
8,839
|
7,421
|
Cash flows from
financing activities
|
|
|
|
Lease principal payments
|
12
|
(253)
|
(280)
|
Lease interest payments
|
12
|
(27)
|
(43)
|
Dividends paid to equity shareholders
|
9
|
(10,113)
|
(9,095)
|
Net cash
outflow from financing activities
|
|
(10,393)
|
(9,418)
|
Net increase in
cash and cash equivalents in the year
|
|
1
|
170
|
Exchange losses
|
|
-
|
-
|
Cash and cash
equivalents at the beginning of the year
|
|
213
|
43
|
Cash and cash
equivalents at the end of the year
|
|
214
|
213
|
Closing cash and cash equivalents consist
of:
|
|
|
|
Cash
|
|
214
|
213
|
Cash equivalents
|
19
|
-
|
-
|
Cash and cash
equivalents
|
19
|
214
|
213
|
The notes below are an integral part of these
consolidated financial statements.
Notes to the financial statements for the year
ended 31 March 2024
1. Accounting
policies
In order to provide more clarity to the notes to
the financial statements, accounting policy descriptions appear at
the beginning of the note to which they relate.
The material accounting policies adopted in the
preparation of these consolidated financial statements are set out
in the notes below. These policies have been consistently applied
to all periods presented unless otherwise stated.
1.1
Basis of preparation
The Group financial statements have been
prepared in accordance with UK adopted international accounting
standards and the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards. The
financial statements have been prepared on a going concern
basis.
The financial statements have been prepared on a
historical cost basis, modified to include fair valuation of
derivative financial instruments. Investments are measured at fair
value through profit or loss.
The accounting policies have been applied
consistently to all periods presented in these financial statements
and by all Group entities, unless otherwise stated. The financial
statements of subsidiary undertakings are coterminous
with those of Record plc, referred to as the
"Company".
1.2
Changes to international accounting policies
The following amendments and interpretations
became effective during the year. Their adoption has not had any
significant impact on the Group.
|
|
Effective
from
|
IAS 1
|
Presentation of Financial Statements
(Amendments)
|
1 January
2023
|
IAS 8
|
Accounting Policies, Changes in Accounting
Estimates and Errors (Amendments)
|
1 January
2023
|
The Group has not early adopted any other
standard, interpretation or amendment that has been issued but is
not yet effective at the year-end date.
1.3
Basis of consolidation
The consolidated financial information contained
within the financial statements incorporates financial statements
of the Company, its subsidiaries and share in the results of its
joint ventures drawn up to 31 March 2024.
Subsidiaries are entities controlled by the
Company and are included from the date that control commences until
the date that control ceases. Control is achieved where the Company
is exposed to, or has rights over, variable returns from its
involvement with the entity and it has the power to affect those
returns.
The Record plc Employee Benefit Trust ("EBT")
has been established for the purpose of satisfying certain
share-based awards. As the Group has "de facto" control over this
special purpose entity, the trust is fully consolidated within the
financial statements. The movements in the EBT are disclosed in the
statement of changes in equity as own shares acquired and released
by the EBT. This includes net settlements, through which employees
have the option to sell back shares to cover the exercise price and
tax liabilities arising as a result of exercising share awards. As
the amounts are netted off, there are no cash movements.
Joint ventures are entities in which the Group
has an investment where it has contractually agreed to share
control of the business and where the major decisions require
the unanimous consent of the joint partners. The results, as well
as the assets and liabilities of joint ventures, are
incorporated in the consolidated financial statements using the
equity method of accounting. The Group's share of
post-tax profits or losses is recognised in the consolidated
statement of comprehensive income.
All intra‑group transactions, balances, income, expenses
and dividends are eliminated on consolidation.
The Company is taking advantage of the exemption
under the Companies Act 2006 s408(1) not to present its individual
statement of comprehensive income and related notes that form part
of the financial statements. The Company and its subsidiaries are
collectively referred to as the "Group"; the Group's total
comprehensive income for the year includes a profit
of £6,809,523 attributable to the Company (FY-23:
£10,614,915). The Company's principal activity is that of a holding
company.
1.4
Going concern
The Directors are satisfied that the Company and
the Group have adequate resources with which to continue to operate
for the foreseeable future. In arriving at this conclusion, the
Directors have considered various assessments including capital and
liquidity positions, the current economic and geopolitical
environment and the market in which the Group operates, and its
stakeholders. These assessments show that the Group should be able
to operate at adequate levels of both liquidity and capital for at
least twelve months from the date of signing this
report.
Consequently, the Directors have reasonable
expectation that the Group has adequate financial resources to
continue operations for at least twelve months from the date of
signing the report, and therefore have continued to adopt the going
concern basis in preparing the financial statements.
1.5
Foreign currencies
The financial statements are presented in
sterling (£), which is the functional currency of the parent
company. Foreign currency transactions are translated into the
functional currency of the parent company using prevailing exchange
rates which are updated on a monthly basis. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the remeasurement of monetary items at year‑end exchange rates are recognised in the
statement of comprehensive income under "other income or
expense".
The functional currency of Record Asset
Management GmbH and RAM Strategies GmbH has changed from sterling
to euro, due to changes in their economic environment as they begin
to generate revenue. The change in functional currency of these
subsidiaries has been applied prospectively from 1 January 2024. On
consolidation, the results of foreign operations are translated
into sterling at rates approximating to those when the transactions
took place. The assets and liabilities of foreign operations are
translated at the period-end spot rate. Exchange differences
arising on translating the opening net assets at opening rate and
the results of overseas operations at monthly average rate are
recognised in other comprehensive income, and accumulated in the
foreign currency translation reserve.
1.6
Financial instruments
Financial assets and financial liabilities are
recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets are
derecognised when the contractual rights to the cash flows from the
financial assets expire, or when the financial asset and all
substantial risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged,
cancelled or expires.
1.7
Impairment of assets
The Group assesses whether there is any
indication that any of its assets have been impaired at least
annually. If such an indication exists, the asset's recoverable
amount is estimated and compared to its carrying value.
An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its recoverable
amount. Impairment losses are recognised in profit or
loss.
1.8
Segmental reporting
Operating segments are identified on the basis
of internal reports about components of the Group that are
regularly reviewed by the Group's Chief Operating Decision Maker
("CODM") in order to allocate resources to the segments and to
assess their performance. The CODM is considered to be the Board of
Directors.
As a result of the diversification and growth of
the Group's operations into asset management, the Group has
identified two reportable segments: Currency Management and Asset
Management.
2. Critical
accounting estimates and judgements
The preparation of the financial statements in
accordance with IFRS requires management to make accounting
estimates and judgements that affect the application of the Group's
accounting policies and reported amounts.
The estimates and associated assumptions are
based on historical experience and various other factors including
expectations of future events that are believed to be reasonable
under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities
that are not readily apparent from other sources.
As a consequence, actual results may differ from these
estimates.
The estimates and underlying assumptions are
reviewed on an ongoing basis. 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 the revision
and future periods if the revision affects both current and future
periods.
The key areas involving estimates and judgements
have been set out below, and detailed further within the respective
notes:
Area
|
Note
|
Related estimates and
judgements
|
Impairment of assets
|
1.7, 11
|
Impairment indicators
and recoverable amounts
|
Intangible assets
|
11
|
Qualifying
expenditure and amortisation
|
Leases
|
12
|
Discount
rate
|
Provisions
|
21
|
Consideration
required to settle future obligations
|
Share-based payments
|
16, 23
|
Fair value of share
options and related deferred tax
|
Fair value of investments
|
25
|
Valuation methodology
and inputs, and input level allocation
|
Basis of consolidation
|
28
|
Interests in
unconsolidated structured entities
|
3. Segmental
analysis
The Board and management team of the Group are
beginning to organise and report on the performance of the business
by Currency Management and Asset Management segments. This will
recognise both the current and anticipated future growth
in revenues as well as the difference in contribution and risk
levels across both segments.
The Currency Management segment comprises
bespoke solutions to clients including Passive Hedging, Dynamic
Hedging, Hedging for Asset Managers, and FX Alpha
products.
The Asset Management segment principally
comprises investment management services for products including EM
debt and Custom Solutions.
3.1
Operating segments
The majority of activities and revenues in FY-24
are derived from operations within the Currency Management segment.
However, with further product launches and continued interest from
clients anticipated in the Asset Management segment, the
expectation is for this segment to become more significant in the
future.
Operating profit per segment is not presented,
as such information is not presented on a regular basis to the
Group's CODM. Therefore, for FY-24, these are not yet considered to
be operating segments. The operating segmental information will,
however, be presented to the Group's CODM from FY-25 onwards, thus
transitioning these segments into operating segments.
For FY-24, only revenue is reviewed by the CODM.
Currency Management revenue totalled £33.9 million for the period,
and Asset Management revenue totalled £11.5 million for the period.
Note 4 provides further detail on this.
3.2
Segment assets and liabilities
Segment assets and liabilities are not
presented, as such information is not presented on a regular basis
to the Group's CODM.
4.
Revenue
Revenue comprises the fair value of the
consideration received or receivable for the provision of currency
management services. Our revenues typically arise from charging
management fees, performance fees and other currency services
income and are accounted for in accordance with IFRS 15 - "Revenue
from Contracts with Customers".
Management fees and other currency services
income are recorded on a monthly basis as the service occurs; there
are no other performance obligations (excluding standard duty of
care requirements). Management fees are calculated as an agreed
percentage of the Assets Under Management ("AUM") denominated in
the client's chosen base currency. The percentage varies depending
on the nature of services and the level of AUM. Management fees are
typically invoiced to the customer quarterly with receivables
recognised for unpaid invoices. Fees are recognised on a monthly
basis, based on the agreed fee rate and AUM over the
period.
The Group is entitled to earn performance fees
from some clients where the performance of the clients' mandates
exceeds defined benchmarks over a set time period, and are
recognised when the fee amount can be estimated reliably and it is
highly probable that it will not be subject to significant
reversal. Performance fee revenues are not considered to be highly
probable until the end of a contractual performance period and
therefore are not recognised until they crystallise, at which time
they are payable by the client and cannot be clawed back. There are
no other performance obligations or services provided which suggest
these have been earned either before or after crystallisation
date.
4.1
Revenue by product type
|
2024
|
2023
|
|
Currency
|
Asset
|
|
Currency
|
Asset
|
|
|
Management
|
Management
|
Total
|
Management
|
Management
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Dynamic Hedging
|
13,719
|
-
|
13,719
|
12,013
|
-
|
12,013
|
Passive Hedging
|
9,720
|
-
|
9,720
|
10,464
|
-
|
10,464
|
Hedging for asset managers
|
2,886
|
-
|
2,886
|
2,448
|
-
|
2,448
|
FX Alpha
|
1,250
|
-
|
1,250
|
1,628
|
-
|
1,628
|
EM Debt
|
-
|
4,793
|
4,793
|
-
|
5,161
|
5,161
|
Custom solutions
|
-
|
6,327
|
6,327
|
-
|
6,584
|
6,584
|
Management
fees
|
27,575
|
11,120
|
38,695
|
26,553
|
11,745
|
38,298
|
Passive Hedging
|
2,898
|
-
|
2,898
|
5,805
|
-
|
5,805
|
FX Alpha
|
2,942
|
-
|
2,942
|
-
|
-
|
-
|
Performance
fees
|
5,840
|
-
|
5,840
|
5,805
|
-
|
5,805
|
Other services
income
|
439
|
404
|
843
|
520
|
66
|
586
|
Total
revenue
|
33,854
|
11,524
|
45,378
|
32,878
|
11,811
|
44,689
|
Management fees are recognised at a point in
time and are invoiced typically on a quarterly basis, although
Record may invoice fees monthly for some of its larger clients.
Performance fees are recognised when they crystallise and can be
invoiced on a quarterly, six-monthly or annual basis, as agreed
with our clients. Other services income includes Currency
Management fees from signal hedging and fiduciary execution, as
well as Asset Management distribution fees.
4.2
Revenue by geographical analysis
All revenue received during the period was for
services provided by Group companies situated in the UK and
Germany. The following geographical analysis of revenue is
based on the destination i.e. the location of the client to whom
the services are provided. Other relates to a number of
regions that are individually immaterial.
|
2024
|
2023
|
Revenue by geographical region
|
£'000
|
£'000
|
Management and
performance fee income
|
|
|
UK
|
2,593
|
2,545
|
US
|
15,652
|
14,179
|
Switzerland
|
15,281
|
16,985
|
Europe (excluding UK and Switzerland)
|
8,049
|
9,339
|
Other
|
3,803
|
1,641
|
Total
revenue
|
45,378
|
44,689
|
4.3
Major clients
During the year ended 31 March 2024, two
Currency Management clients individually accounted for more than
10% of the Group's revenue. The two largest clients generated
revenues of £6.7 million and £4.8 million in the year (FY-23: four
clients generated revenues of more than 10% totalling £6.6 million,
£6.3 million, £5.2 million, and £4.9 million in the
year).
5. Operating
profit
Operating profit for the year is stated after
charging/(crediting):
|
2024
|
2023
|
|
£'000
|
£'000
|
Administrative
expenses
|
|
|
Staff costs
|
19,404
|
20,412
|
Other staff-related costs
|
1,778
|
1,545
|
IT and technology
|
4,584
|
3,582
|
Auditor's remuneration
|
|
|
Fees payable to the Group's auditor
for the audit of the Company's annual accounts
|
188
|
134
|
Fees payable to the Group's auditor
for the audit of subsidiary undertakings
|
268
|
191
|
Audit-related assurance services
required by law or regulation
|
9
|
6
|
Other non-audit services
|
16
|
15
|
Other professional fees
|
1,888
|
1,775
|
Occupancy
|
989
|
1,111
|
Travel and marketing
|
899
|
668
|
Depreciation of right-of-use assets
|
278
|
375
|
Depreciation of property, plant and
equipment
|
213
|
285
|
Amortisation of intangibles
|
232
|
135
|
Impairment of
intangible assets
|
1,937
|
-
|
Other income or
expense
|
|
|
(Gain)/loss on forward FX contracts held to
hedge cash flow
|
(252)
|
800
|
Other exchange losses/(gains)
|
360
|
(289)
|
Investment gains
|
(93)
|
(218)
|
Of the above auditor's remuneration,
audit-related services for the year totalled £455,500 (FY-23:
£325,000).
6. Staff
costs
The average number of employees, including
Directors, employed by the Group during the year was:
|
2024
|
2023
|
Corporate
|
6
|
6
|
Client relationships
|
13
|
13
|
Investment research
|
20
|
18
|
Operations
|
34
|
31
|
Risk management
|
6
|
5
|
Support
|
17
|
15
|
Annual
average
|
96
|
88
|
The aggregate costs of the above employees,
including Directors, were as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Wages and salaries
|
14,792
|
14,540
|
Social security costs
|
2,007
|
2,295
|
Pension costs
|
817
|
686
|
Other employment benefit costs
|
1,788
|
2,891
|
Aggregate staff
costs
|
19,404
|
20,412
|
Other employment benefit costs include
share‑based payments, share
option costs, and costs relating to the Record plc Share Incentive
Plan.
There are no Company staff costs.
7. Taxation -
Group
Current tax is the tax currently payable based
on taxable profit for the year. Current income tax assets and/or
liabilities comprise those obligations to, or claims from, fiscal
authorities relating to the current or prior reporting periods that
are unpaid at the reporting date. Current tax is payable on taxable
profit, which differs from profit or loss in the financial
statements. Calculation of current tax is based on tax rates and
tax laws that have been enacted or substantively enacted
by the end of the reporting period.
|
2024
|
2023
|
|
£'000
|
£'000
|
UK current year charge
|
3,723
|
2,961
|
Overseas taxes
|
66
|
64
|
Prior year adjustments
|
48
|
175
|
Current tax
charge
|
3,837
|
3,200
|
Origination and reversal of temporary
differences
|
(151)
|
76
|
Prior year adjustment
|
(28)
|
(17)
|
Total deferred
tax
|
(179)
|
59
|
Tax on profit
on ordinary activities
|
3,658
|
3,259
|
The total charge for the year can be reconciled
to the accounting profit as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Profit before taxation
|
12,911
|
14,598
|
Taxation at the standard rate of tax in the UK
of 25% (2023: 19%)
|
3,228
|
2,774
|
Tax effects
of:
|
|
|
Other disallowable expenses and
non‑taxable income
|
106
|
164
|
Deferred tax asset not recognised on start-up
entities
|
199
|
146
|
Different tax rates on subsidiary
undertakings
|
104
|
15
|
Prior year adjustment
|
21
|
160
|
Total tax
expense
|
3,658
|
3,259
|
The tax expense comprises:
|
|
|
Current tax expense
|
3,837
|
3,200
|
Deferred tax (credit)/expense
|
(179)
|
59
|
Total tax
expense
|
3,658
|
3,259
|
The standard rate of UK corporation tax for the
year is 25% (FY-23: 19%). A full corporation tax computation is
prepared at the year end. The actual charge as a percentage of the
profit before tax may differ from the underlying tax rate.
Differences typically arise as a result of capital allowances
differing from depreciation charged, and certain types of
expenditure not being deductible for tax purposes. Other
differences may also arise. The rate increased to 25% from 1 April
2023.
The tax charge for the year ended 31 March 2024
was 28% of profit before tax (FY-23: 22%). Other temporary
differences for the year ended 31 March 2024 include the impact of
deferred tax credit of £179k (FY-23: expense of £59k).
8. Earnings per
share
Basic earnings per share is calculated by
dividing the profit after tax for the financial year attributable
to equity holders of the parent by the weighted average number of
ordinary shares in issue during the year.
Diluted earnings per share is calculated as for
the basic earnings per share with a further adjustment to the
weighted average number of ordinary shares to reflect the effects
of all potential dilution.
There is no difference between the profit for
the financial year attributable to equity holders of the parent
used in the basic and diluted earnings per share
calculations.
|
2024
|
2023
|
|
|
|
Weighted average number of shares used in
calculation of basic earnings per share
|
191,509,539
|
190,483,365
|
Effect of potential dilutive ordinary shares -
share options
|
2,174,866
|
4,830,186
|
Weighted average number of shares used in
calculation of diluted earnings per share
|
193,684,405
|
195,313,551
|
|
pence
|
pence
|
Basic earnings per share
|
4.84
|
5.95
|
Diluted earnings per share
|
4.78
|
5.81
|
The potential dilutive shares relate to the
share options, JSOP and LTIP awards granted in respect of the
Group's Share Scheme (see note 23). There were share options, JSOP
and LTIP awards in place at the beginning of the year over
14,724,582 shares. During the year 1,915,336 share options were
exercised, 633,125 JSOP awards vested and a further 1,319,230 share
options and LTIP awards lapsed or were forfeited. The Group granted
3,335,000 share options and LTIP awards over 1,641,000 shares with
a potentially dilutive effect during the year. Of the 15,832,891
share options, JSOP and LTIP awards in place at the end of the
period, 13,331,655 have a dilutive impact at the year
end.
9.
Dividends
Ordinary, special and interim dividends are
recognised in the financial statements when paid. Final ordinary
dividends are required to be approved by shareholders.
The dividends paid by the Group during the year
ended 31 March 2024 totalled £10,113,174 (5.28 pence per share),
which comprised a final dividend in respect of the year ended 31
March 2023 of £4,678,947 (2.45 pence per share), a special dividend
in respect of the year ended 31 March 2023 of £1,298,647 (0.68
pence per share) and an interim dividend for the year ended
31 March 2024 of £4,135,580 (2.15 pence per share).
The dividends paid by the Group during the year
ended 31 March 2023 totalled £9,095,232 (4.77 pence per share),
which comprised a final dividend in respect of the year ended 31
March 2022 of £3,420,850 (1.8 pence per share), a special dividend
in respect of the year ended 31 March 2022 of £1,748,435 (0.92
pence per share) and an interim dividend for the year ended
31 March 2023 of £3,925,947 (2.05 pence per share).
For the year ended 31 March 2024, a final
ordinary dividend of 2.45 pence per share has been proposed and a
special dividend of 0.6 pence per share has been declared,
totalling approximately £4.7 million and £1.1 million
respectively.
10. Retirement
benefit obligations
The Group operates defined contribution pension
plans for the benefit of employees. The Group makes contributions
to independently administered plans, such contributions being
recognised as an expense when they fall due. The assets of the
schemes are held separately from those of the Group in
independently administered funds.
The Group is not exposed to the particular risks
associated with the operation of defined benefit plans and has no
legal or constructive obligation to make any further payments to
the plans other than the contributions due.
The pension cost charge disclosed in note 6 to
the accounts represents contributions payable by the Group to the
funds.
11. Intangible
assets
The Group's intangible assets comprise both
purchased software and the capitalised costs of software
development. Internal software development costs, which represent
attributable employee costs, are capitalised if they meet the IAS
38 criteria. The amount recognised for an internally generated
intangible asset is the sum of qualifying expenditure incurred from
the date when the asset first meets the recognition
criteria.
Intangible assets are shown at historical cost
less accumulated amortisation and impairment losses. Amortisation
is charged from the date an intangible asset is available for use,
on a straight‑line basis, over
the estimated useful life of the intangible asset. Amortisation is
included within administration expenses in the statement of
comprehensive income. Useful lives are as follows:
·
Software - 2 to 5 years.
Amortisation periods and methods are reviewed
annually and adjusted if appropriate.
The carrying amounts of intangible assets can be
analysed as follows:
|
2024
|
2023
|
|
Software
|
Total
|
Software
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
At 1
April
|
2,320
|
2,320
|
1,475
|
1,475
|
Additions
|
789
|
789
|
964
|
964
|
Impairment
|
(2,088)
|
(2,088)
|
(119)
|
(119)
|
At 31
March
|
1,021
|
1,021
|
2,320
|
2,320
|
Amortisation
|
|
|
|
|
At 1
April
|
930
|
930
|
913
|
913
|
Charge for the year
|
232
|
232
|
135
|
135
|
Impairment
|
(152)
|
(152)
|
(118)
|
(118)
|
At 31
March
|
1,010
|
1,010
|
930
|
930
|
Net book
value
|
|
|
|
|
At 31
March
|
11
|
11
|
1,390
|
1,390
|
At 1 April
|
1,390
|
1,390
|
562
|
562
|
The above impairments relate to the Board's
decision to cease the development of our internally generated
R-Platform and Smart Reports software. Following a thorough
analysis, the Board concluded that these projects did not produce
the scale of improvement targeted and would require further
meaningful investment over a prolonged period to reach the level
required, and that focus of the Group's resources will instead be
shifted to building out our internal IT development expertise. This
has resulted in the impairment of these two projects to a
recoverable amount of zero, their value in use, the net effect of
which has been reflected as an impairment expense of £1,936,893 in
the statement of comprehensive income.
The annual contractual commitment for the
maintenance and support of the above software is £231,068 (FY-23:
£207,253). All amortisation charges are included within
administrative expenses.
12.
Leases
The Group's lease arrangements consist of
business premises property leases. Rental contracts are typically
made for fixed periods between three to six years and may have
extension and/or modification options. Lease terms are negotiated
on an individual basis and contain a wide range of different terms
and conditions. The lease agreements do not impose any covenants,
but leased assets cannot be used as security for borrowing
purposes.
At the commencement date of a lease, a lease
liability and a corresponding right-of-use ("ROU") asset are
recognised.
The lease liability is initially measured at the
present value of expected future lease payments discounted at the
interest rate implicit in the lease. If that rate cannot be
determined, the Group's incremental borrowing rate is used, being
the rate that the Group would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions. As the Group has no
borrowings it has estimated the incremental borrowing rate based on
interest rate data available in the market, adjusted to reflect
Record's creditworthiness, the leased asset in question and the
terms and conditions of the lease.
Subsequently the lease liability decreases by
the lease payments made, offset by interest on the liability, and
may be remeasured to reflect any reassessment of expected payments
or to reflect any lease modifications.
The right-of-use asset is initially measured at
the amount of the initial lease liability, adjusted for any lease
incentives received, any lease payments made at or before the
commencement date, any initial direct costs, and the costs of
decommissioning the asset and any restoration work to return the
asset to the condition required under the terms of the
lease.
Subsequently the right-of-use asset is valued
using the cost model. The asset is depreciated on a straight-line
basis over the shorter of the asset's useful life and expected term
of the lease, adjusted for any remeasurement of the lease
liability, and is shown net of the accumulated depreciation and any
impairment provisions.
Each lease payment is allocated between the
liability and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each
period.
The leases relevant to the twelve months ended
31 March 2024, and the comparative period, are as described
below:
On 11 February 2022, the Group signed a lease on
premises at Second Floor, Morgan House, Madeira Walk, Windsor, at
an annual commitment of £267,900, expiring on 1 September 2026. On
19 February 2024, the Group enacted the right to early termination
of this lease which resulted in a modification of lease term, now
expiring on 2 September 2024. The modified lease has been
capitalised and discounted at a rate of 3.95%.
On 1 June 2017, the Group signed a five-year
lease on premises in Zürich, at an annual commitment of CHF 49,680.
On 12 August 2021, the Group extended the lease to 1
June 2027, at an annual commitment of CHF 49,680.
Net
book value of right‑of‑use
assets
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Net book value at 1 April
|
1,011
|
871
|
1,421
|
1,232
|
Valuation adjustment on lease
modification
|
(559)
|
(559)
|
(35)
|
(23)
|
Depreciation
|
(278)
|
(244)
|
(375)
|
(338)
|
Net book value
at 31 March
|
174
|
68
|
1,011
|
871
|
Lease liabilities
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Current
|
106
|
71
|
285
|
251
|
Non-current
|
79
|
-
|
694
|
583
|
Total lease
liabilities
|
185
|
71
|
979
|
834
|
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 April
|
979
|
834
|
1,326
|
1,138
|
Interest expense
|
33
|
27
|
55
|
41
|
Lease - principal payments
|
(288)
|
(253)
|
(315)
|
(280)
|
Lease - interest payments
|
(33)
|
(27)
|
(55)
|
(43)
|
Valuation adjustment on lease
modification
|
(510)
|
(510)
|
(35)
|
(22)
|
Foreign exchange movements
|
4
|
-
|
3
|
-
|
At 31
March
|
185
|
71
|
979
|
834
|
Lease payments
At 31 March, the undiscounted operating lease
payments on an annual basis are as follows:
Maturity of
lease liability at 31 March:
|
2024
|
|
2023
|
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Within 1 year
|
111
|
72
|
320
|
280
|
1-2 years
|
39
|
-
|
320
|
280
|
2-3 years
|
39
|
-
|
320
|
280
|
After 3 years
|
-
|
-
|
85
|
47
|
Total lease
liability before discounting
|
189
|
72
|
1,045
|
887
|
The remainder of the movement in the lease
liability relates to non-cash movements. The lease term is
determined as the non-cancellable period of a lease, together with
periods covered by an option to extend the lease if the Group
considers that exercise of the option is reasonably
certain.
13. Property,
plant and equipment - Group
All property, plant and equipment assets are
stated at cost less accumulated depreciation. Depreciation of
property, plant and equipment is provided to write off the cost,
less residual value, on a straight‑line basis over the estimated useful life
as follows:
·
leasehold improvements - period from lease commencement to
the earlier of the lease termination date and the next rent review
date;
·
computer equipment - 2 to 5 years; and
·
fixtures and fittings - 4 to 6 years.
Residual values, remaining useful economic lives
and depreciation methods are reviewed annually and adjusted if
appropriate. Gains or losses on disposal are included in profit or
loss.
The Group's property, plant and equipment
comprise leasehold improvements, computer equipment and fixtures
and fittings. The carrying amount can be analysed as
follows:
|
2024
|
2023
|
|
Leasehold
|
Computer
|
Fixtures
|
|
Leasehold
|
Computer
|
Fixtures
|
|
|
improvements
|
equipment
|
and fittings
|
Total
|
improvements
|
equipment
|
and
fittings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
|
|
At 1
April
|
776
|
1,023
|
231
|
2,030
|
693
|
1,056
|
293
|
2,042
|
Additions
|
-
|
27
|
2
|
29
|
116
|
148
|
8
|
272
|
Disposals
|
-
|
-
|
-
|
-
|
(33)
|
(181)
|
(70)
|
(284)
|
At 31
March
|
776
|
1,050
|
233
|
2,059
|
776
|
1,023
|
231
|
2,030
|
Depreciation
|
|
|
|
|
|
|
|
|
At 1
April
|
677
|
752
|
224
|
1,653
|
642
|
718
|
281
|
1,641
|
Charge for the year
|
29
|
179
|
5
|
213
|
68
|
204
|
13
|
285
|
Disposals
|
-
|
-
|
-
|
-
|
(33)
|
(170)
|
(70)
|
(273)
|
At 31
March
|
706
|
931
|
229
|
1,866
|
677
|
752
|
224
|
1,653
|
Net book
value
|
|
|
|
|
|
|
|
|
At 31
March
|
70
|
119
|
4
|
193
|
99
|
271
|
7
|
377
|
At 1 April
|
99
|
271
|
7
|
377
|
51
|
338
|
12
|
401
|
The Group's tangible non-current assets are
located predominantly in the UK.
14.
Investments
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Investment in subsidiaries at cost
|
-
|
59
|
-
|
2,069
|
Capitalised investment in respect of share-based
payments
|
-
|
4,078
|
-
|
2,932
|
Investment in equity reserve of
subsidiary
|
-
|
1,625
|
-
|
1,095
|
Investment in funds
|
3,412
|
3,544
|
2,530
|
1,965
|
Investment in impact bonds
|
-
|
-
|
770
|
-
|
Other investments
|
1,537
|
1,537
|
1,601
|
1,001
|
Total direct
investments
|
4,949
|
10,843
|
4,901
|
9,062
|
Details on the fair value measurement of
investments can be found in note 25.
During the period, the Record Digital Asset
Ventures ("RDAV") portfolio of investments was transferred to the
parent company, Record plc, via a dividend in specie.
At year end, this portfolio consists of
investments in funds of £597k, and other investments of £1,537k
invested directly in the share capital of start-up companies in the
digital asset sector through Record plc (FY-23: investments in
funds of £555k, and other investments of £600k through
RDAV).
At the beginning of the year, the Group had
existing commitments of $305,000 (£246,674) of which $84,950
(£68,095) was called up in the year, leaving a balance of $220,050
(£178,579) which may or may not be called up in future (see note
29: contingent liabilities for further information).
Company
Investments in
subsidiaries
Investments in subsidiaries are shown at cost
less impairment losses. The capitalised investment in respect of
share‑based payments offered
by subsidiaries is equal to the cumulative fair value of the
amounts payable to employees recognised as an expense by the
subsidiary.
|
2024
|
2023
|
|
£'000
|
£'000
|
Investment in
subsidiaries (at cost)
|
|
|
Record Currency Management Limited
|
10
|
10
|
Record Group Services Limited
|
10
|
10
|
Record Portfolio Management Limited
|
-
|
10
|
Record Currency Management (US) Inc.
|
-
|
-
|
Record Currency Management (Switzerland)
GmbH
|
16
|
16
|
Record Digital Asset Ventures Limited
|
-
|
2,000
|
Record Asset Management GmbH
|
23
|
23
|
Record Fund Management Limited
|
-
|
-
|
N P Record Trustees Limited
|
-
|
-
|
Total
investment in subsidiaries (at cost)
|
59
|
2,069
|
Capitalised
investment in respect of share‑based
payments
|
|
|
Record Group Services Limited
|
3,495
|
2,530
|
Record Currency Management (US) Inc.
|
88
|
89
|
Record Currency Management (Switzerland)
GmbH
|
495
|
316
|
Total
capitalised investment in respect of
share‑based payments
|
4,078
|
2,935
|
Total
investment in subsidiaries
|
4,137
|
5,004
|
During the year, the Company completed the sale
of Record Digital Asset Ventures ("RDAV"). The disposal transaction
consisted of a dividend in specie from RDAV to the Company and an
intercompany capital write off by the Company, resulting in a net
loss on disposal of £210,000.
Particulars of
subsidiary undertakings
Information about the subsidiaries held by the
Group at 31 March is shown below. The companies are
unlisted.
|
|
2024
|
2023
|
|
|
Percentage
|
Percentage
|
|
|
owned by the
|
owned by
the
|
Name of entity
|
Nature of business
|
Group
|
Group
|
Record Currency Management Limited
|
Currency management services (FCA, SEC and CFTC
registered)
|
100
|
100
|
Record Group Services Limited
|
Management services to other Group
undertakings
|
100
|
100
|
Record Currency Management (US) Inc.
|
US advisory and service company (SEC and CFTC
registered)
|
100
|
100
|
Record Currency Management (Switzerland)
GmbH
|
Swiss advisory and service company
|
100
|
100
|
Record Asset Management GmbH
|
German advisory and service company
|
100
|
100
|
RAM Strategies GmbH
|
German consultant and distribution
agent
|
100
|
100
|
OWI-RAMS GmbH
|
German advisory company
|
51
|
-
|
Record Digital Asset Ventures Limited
|
UK company investing in opportunities linked to
innovation and research surrounding digital assets - sold during
the period
|
-
|
100
|
Record Portfolio Management Limited
|
Dormant - closed during the period
|
-
|
100
|
Record Fund Management Limited
|
Dormant - closed during the period
|
-
|
100
|
N P Record Trustees Limited
|
Dormant trust company - closed during the
period
|
-
|
100
|
The Group's interest in the equity capital of
subsidiaries is through the holding of ordinary share capital in
all cases. All investments in subsidiaries are directly held
with the exception of RAM Strategies GmbH, which is held 100%
indirectly through the Company's 100% holding in Record Asset
Management GmbH, and OWI-RAMS GmbH, which is held 51% indirectly
through RAM Strategies GmbH.
Record Currency Management (US) Inc. is
incorporated in Delaware (registered office: Corporation Service
Company, 251 Little Falls Drive, Wilmington, DE 19808),
Record Currency Management (Switzerland) GmbH is incorporated in
Zürich (registered office: Münsterhof 14, 8001 Zürich) and Record
Asset Management GmbH, RAM Strategies GmbH and OWI-RAMS are
incorporated in Germany (registered office: Bockenheimer Anlage 46,
60322 Frankfurt am Main). All other subsidiaries are incorporated
in the UK and have the registered office at Morgan House, Madeira
Walk, Windsor, Berkshire SL4 1EP.
Capitalised
investment in respect of share-based payments
The accounting treatment of capitalised
investment in respect of share-based payments can be found in note
23.
Group
Entities are consolidated on a line-by-line
basis where the Group has determined that a controlling interest
exists through an investment holding in the entity, in
accordance with IFRS 10 - "Consolidated Financial Statements".
Otherwise, investments in entities are measured at fair value
through profit or loss.
15. Interests
in joint ventures
The financial and operating activities of the
Group's joint ventures are jointly controlled by the participating
shareholders. The participating shareholders have rights to the net
assets of the joint ventures through their equity shareholdings.
Unless otherwise stated, the Company's principal joint
ventures all have share capital consisting solely of ordinary
shares. The country of incorporation of all joint ventures is
also their principal place of operation.
Particulars of joint venture
undertakings
Information about the joint ventures held by the
Group at 31 March is shown below. The company is
unlisted.
|
|
2024
|
2023
|
|
|
Percentage
|
Percentage
|
|
|
owned by the
|
owned by
the
|
Name of entity
|
Nature of business
|
Group
|
Group
|
Dair Record Limited
|
UK advisory and service company
|
50.1
|
-
|
Dair Record Limited is a joint venture, held by
Record plc incorporated in the UK (registered office: Morgan House,
Madeira Walk, Windsor, Berkshire SL4 1EP).
As at 31 March 2024, the Group holds no material
joint ventures, therefore additional summarised financial
information for the above joint ventures has not been
presented.
16. Deferred
taxation - Group
Deferred tax is the future tax consequences of
temporary differences between the carrying amounts and tax bases of
assets and liabilities shown on the statement of financial
position. The amount of deferred tax provided is based on the
expected manner of recovery or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively
enacted at the statement of financial position date.
A deferred tax asset is recognised only to the
extent that it is probable that future taxable profits will be
available against which the asset can be utilised. The carrying
amounts of the deferred tax assets are reviewed at each statement
of financial position date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to
allow all or part of the asset to be recovered.
A deferred tax liability is generally recognised
for all taxable temporary differences. Deferred tax arising on the
initial recognition of an asset or liability, other than a business
combination, that at the time of the transaction affects neither
the accounting profit or loss nor the taxable profit or loss, is
not recognised.
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening balance
deferred tax asset
|
134
|
253
|
Current year movement
|
151
|
(72)
|
Prior year adjustment
|
28
|
14
|
Deferred tax in equity
|
(145)
|
(61)
|
Closing balance
deferred tax asset
|
168
|
134
|
The deferred tax asset consists of the tax
effect of temporary differences in respect of:
|
2024
|
2023
|
|
£'000
|
£'000
|
Deferred tax allowance on unvested share options
and LTIP awards
|
145
|
366
|
Excess of taxation allowances over depreciation
on fixed assets
|
23
|
(232)
|
Total
|
168
|
134
|
At the year end there were share options and
LTIP awards not exercised with an intrinsic value for tax purposes
of £629,489 (FY-23: £1,937,599). On exercise, the Group will be
entitled to a corporation tax deduction in respect of the
difference between the exercise price and the strike price. The
Group has losses in relation to overseas entities totalling £2,436k
(FY-23: £1,205k) which are available to carry forward against
future profits. No deferred tax asset has been recognised in
respect of these in the current or prior year as there is
uncertainty as to when these losses will be reversed. Deferred tax
has been calculated based on the future tax rate of 25% for
differences from 1 April 2024. It is subject to change if tax rates
change in future years.
17. Trade and
other receivables
Trade and other receivables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method, less loss allowances. The
amortised cost of trade and other receivables is stated at original
invoice value, as the interest that would be recognised from
discounting future cash receipts over the short credit period is
not considered to be material.
An analysis of receivables is provided
below:
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Trade receivables
|
9,149
|
610
|
10,185
|
1,538
|
Accrued income
|
1,505
|
-
|
1,743
|
-
|
Other receivables
|
1,125
|
41
|
685
|
26
|
Prepayments
|
1,243
|
60
|
1,760
|
864
|
Total
|
13,022
|
711
|
14,373
|
2,428
|
All amounts are short‑term. The Directors consider that the carrying
amount of trade and other receivables approximates to their fair
value. The Group has not renegotiated the terms of any receivables
in the year ended 31 March 2024. The Group's trade receivables are
generally short-term and do not contain significant financing
components.
The Group applies the IFRS 9 simplified approach
to measuring ECLs for trade receivables at an amount equal to
lifetime ECLs. The ECLs on trade receivables are calculated based
on actual historic credit loss experience over the preceding 25
years on the total balance of non-credit impaired trade
receivables, adjusted to incorporate any relevant forward-looking
information. The Group has therefore concluded that the ECLs for
trade receivables are reasonable. The Group does not expect to
incur any credit losses and has not recognised any ECLs in the
current year (FY-23: £nil).
Accrued income relates to accrued management and
performance fees earned but not yet invoiced.
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
Current tax
|
£'000
|
£'000
|
£'000
|
£'000
|
Corporation tax asset
|
-
|
195
|
-
|
16
|
18. Derivative
financial assets and liabilities
Derivative financial instruments are initially
recognised at cost on the date on which the contract is first
entered into, unless the fair value at acquisition is different to
cost, in which case fair value is recognised. Subsequently they are
measured at fair value with gains and losses recognised in profit
or loss. Transaction costs are immediately recognised in profit or
loss. The fair values of derivative financial instruments are
determined by reference to active market transactions.
The Group holds derivative financial instruments
for two purposes. The Group uses forward foreign exchange contracts
to reduce the risk associated with assets denominated in foreign
currencies, and additionally uses both foreign exchange options and
forward foreign exchange contracts in order to achieve a return
within the seed funds. The instruments are recognised at fair
value. The fair value of the contracts is calculated using the
market rates prevailing at the period end date. The net gain or
loss on instruments is included within other income or
expense.
|
2024
|
2023
|
Derivative financial assets
|
£'000
|
£'000
|
Forward foreign exchange contracts held to hedge
non-sterling-based assets
|
19
|
31
|
Forward foreign exchange contracts held for
trading
|
44
|
23
|
Total
|
63
|
54
|
|
2024
|
2023
|
Derivative financial liabilities
|
£'000
|
£'000
|
Forward foreign exchange contracts held to hedge
non-sterling-based assets
|
(9)
|
(5)
|
Total
|
(9)
|
(5)
|
Derivative financial instruments held to
hedge non-sterling-based assets
At 31 March 2024 there were outstanding
contracts with a principal value of £7,243,998 (31 March 2023:
£8,647,055) for the sale of foreign currencies in the normal course
of business. The fair value of the contracts is calculated using
the market forward contract rates prevailing at 31 March 2024. The
Group does not apply hedge accounting.
The net gain or loss on forward foreign exchange
contracts held to hedge non-sterling-based assets is as
follows:
|
2024
|
2023
|
Derivative financial instruments held to hedge
non-sterling-based assets
|
£'000
|
£'000
|
Net (gain)/loss on forward foreign exchange
contracts at fair value through profit or loss
|
(252)
|
800
|
19. Cash
management
The Group's cash management strategy employs a
variety of treasury management instruments including cash, money
market deposits and treasury bills. Whilst the Group manages and
considers all of these instruments as cash, which are subject to
its own internal cash management process, not all of these
instruments are classified as cash or cash equivalents under
IFRS.
IFRS defines cash and cash equivalents as cash
in hand, on demand and collateral deposits held with banks, and
other short‑term highly liquid
investments that are readily convertible to a known amount of cash
and are subject to an insignificant risk of changes in value.
Moreover, instruments can only generally be classified as cash and
cash equivalents where they are held for the purpose of meeting
short‑term cash commitments
rather than for investment or other purposes.
In the Group's judgement, bank deposits and
treasury bills that mature in excess of 30 days after the reporting
date do not meet the definition of short‑term or highly liquid and are held for purposes
other than meeting short‑term
commitments. In accordance with IFRS, these instruments are not
categorised as cash or cash equivalents and are disclosed as money
market instruments.
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
Assets managed as cash
|
£'000
|
£'000
|
£'000
|
£'000
|
Money market
instruments
|
8,264
|
-
|
4,549
|
-
|
Cash
|
4,954
|
214
|
6,405
|
213
|
Cash equivalents
|
4,267
|
-
|
3,543
|
-
|
Cash and cash
equivalents
|
9,221
|
214
|
9,948
|
213
|
Total assets
managed as cash
|
17,485
|
214
|
14,497
|
213
|
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
Cash and cash equivalents
|
£'000
|
£'000
|
£'000
|
£'000
|
Cash and cash equivalents - sterling
|
7,887
|
196
|
6,632
|
212
|
Cash and cash equivalents - USD
|
277
|
17
|
821
|
1
|
Cash and cash equivalents - CHF
|
316
|
-
|
748
|
-
|
Cash and cash equivalents - other
currencies
|
741
|
1
|
1,747
|
-
|
Total cash and
cash equivalents
|
9,221
|
214
|
9,948
|
213
|
Details of how the Group manages credit risk are
provided in note 24.
20. Current
liabilities
Trade and other payables are stated at their
original invoice value, as the interest that would be recognised
from discounting future cash payments over the short payment period
is not considered to be material.
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
Trade and other payables
|
£'000
|
£'000
|
£'000
|
£'000
|
Trade payables
|
212
|
-
|
221
|
-
|
Amounts owed to Group undertakings
|
-
|
7,176
|
-
|
4,953
|
Other payables
|
43
|
-
|
-
|
-
|
Other taxes and social security
|
678
|
-
|
716
|
-
|
Accruals
|
3,997
|
-
|
5,074
|
2
|
Total
|
4,930
|
7,176
|
6,011
|
4,955
|
Accruals include £2,385,865 for the Group Bonus
Scheme (FY-23: £3,637,640). The Directors consider that the
carrying amount of trade and other payables approximates to their
fair value.
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
Current tax
|
£'000
|
£'000
|
£'000
|
£'000
|
Corporation tax liability/(asset)
|
1,865
|
-
|
1,329
|
-
|
21.
Provisions
Provisions are liabilities where there is
uncertainty over the timing or amount of settlement and therefore
require the use of estimates. Provisions are recognised when there
is a present obligation as a result of a past event, and it is
probable that the Group will be required to settle that obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle that obligation at the reporting
date.
The Group has provisions reflecting its
contractual obligations connected to reaching the end of its
contractual lease terms.
|
2024
|
2023
|
|
Group
|
Company
|
Group
|
Company
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Provisions
|
122
|
122
|
122
|
122
|
The provision relates to an obligation to pay
for dilapidations in connection with the Group's office lease on
the second floor of Morgan House, Windsor, further information
for which is included in note 12.
All provisions are reviewed at each reporting
date and adjusted to reflect the current best estimate. In those
cases where the possible outflow of economic resources as a
result of present obligations is considered improbable or remote,
no liability is recognised.
22.
Equity
Share capital represents the nominal (par) value
of shares that have been issued. Share premium includes any premium
received on issue of share capital. From time to time, the Group
has bought in ordinary shares for cancellation. The cost of the
buy-ins was taken directly to retained earnings. The nominal value
of the shares was taken to a capital redemption reserve. Retained
earnings includes all current and prior period retained profits and
share-based employee remuneration. All transactions with
owners of the parent are recorded separately within
equity.
Issued share capital
The share capital of Record plc consists only of
fully paid ordinary shares with a par value of 0.025p each. All
shares are equally eligible to receive dividends and the repayment
of capital and represent one vote at the shareholders'
meeting.
|
2024
|
2023
|
|
£'000
|
Number
|
£'000
|
Number
|
Authorised
|
|
|
|
|
Ordinary shares of 0.025p each
|
100
|
400,000,000
|
100
|
400,000,000
|
Called‑up, allotted
and fully paid
|
|
|
|
|
Ordinary shares of 0.025p each
|
50
|
199,054,325
|
50
|
199,054,325
|
Movement in Record plc shares held by
the Record plc Employee Benefit Trust ("EBT")
The EBT was formed to hold shares acquired under
the Record plc share‑based
compensation plans. Under IFRS the EBT is considered to be under de
facto control of the Group and has therefore been consolidated into
the Group financial statements.
Neither the purchase nor sale of own shares
leads to a gain or loss being recognised in the Group statement of
comprehensive income.
|
Number
|
Record plc
shares held by EBT as at 31 March 2022
|
9,632,031
|
Adjustment for net purchases by EBT
|
(897,029)
|
Record plc
shares held by EBT as at 31 March 2023
|
8,735,002
|
Adjustment for net purchases by EBT
|
(2,034,535)
|
Record plc
shares held by EBT as at 31 March 2024
|
6,700,467
|
The holding of the EBT comprises own shares that
have not vested unconditionally to employees of the Group. Own
shares are recorded at cost and are deducted from retained
earnings.
During FY-24, the EBT did not acquire any shares
directly from the market (FY-23: the EBT acquired 2,000,000 shares
directly from the market at a monetary value of
£1,850,533).
Further information regarding the Record plc
share‑based compensation plans
and relevant transactions made during the year is included in note
23.
23. Share-based
payments
During the year ended 31 March 2024 the Group
has managed the following share‑based compensation plans:
a. the Record plc Bonus
Scheme: share awards issued under the Record plc Bonus Scheme
("Bonus Scheme") are classified as share‑based payments with cash alternatives under IFRS
2;
b. the Record plc Share
Scheme: share options issued under the Record plc Share Scheme
("Share Scheme") are classified as equity‑settled share‑based payments under IFRS 2;
c. the Record plc Share
Incentive Plan: the Group operates the Record plc Share Incentive
Plan ("SIP") to encourage more widespread ownership of Record plc
shares by employees. The SIP is a tax‑approved scheme offering attractive tax savings
for employees retaining their shares in the scheme over the medium
to long term;
d. the Record plc
Jointly Owned Share Plan: participants' interests awarded under the
Jointly Owned Share Plan ("JSOP") are classified as equity-settled
share-based payments under IFRS 2; and
e. the Record plc
Long-Term Incentive Plan: participants' interests awarded under the
Long-Term Incentive Plan ("LTIP") are classified as equity-settled
share-based payments under IFRS 2.
All obligations arising from the five schemes
have been fulfilled through purchasing shares in the
market.
a.
The Record plc Bonus Scheme ("Bonus Scheme")
Share-based
payments with cash alternatives
These transactions are compound financial
instruments, which include a debt element and a cash element. The
fair value of the debt component of the amounts payable to the
employee is calculated as the cash amount alternative offered to
the employee at grant date and the fair value of the equity
component of the amount payable to the employee is calculated as
the market value of the share award at grant date less the cash
forfeited in order to receive the share award. The debt component
is charged to profit or loss over the period in which the award is
earned and remeasured at fair value at each reporting date. The
equity component is charged to profit or loss over the period in
which the award is earned.
The Bonus Scheme allocates a proportion of
operating profits to a profit share pool to be distributed between
all employees of the Group. The Remuneration Committee has the
discretion to vary the proportion allocated to the Bonus pool
between 25% and 35% of operating profits. Directors and senior
employees receive one-third of their Bonus in cash, one-third in
shares ("Earned Shares") and may elect to receive the final third
as cash only or to allocate some, or all, of the amount for
the purchase of Additional Shares. The charge to profit or
loss in respect of Earned Shares in the period was £1,081,804
(FY‑23: £2,047,328).
Other employees receive two-thirds of their profit share in cash
and may elect to receive the final third as cash only or to
allocate some, or all, of the amount for the purchase of Additional
Shares.
All shares which are the subject of share awards
vest immediately and are transferred to a nominee, allowing the
employee, as beneficial owner, to retain full rights in respect of
the shares purchased. Shares awarded under the Bonus Scheme are
subject to restrictions over subsequent sale and transfer and these
restrictions are automatically lifted over one-third on each
anniversary of the profit share payment date for the next three
years. In the meantime, these shares cannot be sold, transferred or
otherwise disposed of without the consent of the Remuneration
Committee.
The Bonus Scheme rules contain clawback
provisions allowing for the repayment of Bonus payments under
certain circumstances, including a material breach of contract, an
error in performance of duties or a restatement of accounts which
leads to a change in any prior award under the scheme.
b.
The Record plc Share Scheme ("Share Scheme")
Equity‑settled
share‑based payments
The fair value of the amounts payable to
employees under these awards is recognised as an expense over the
vesting period of the award, with a corresponding increase in
equity. All such awards made by the Group involve the parent
company granting rights to its equity instruments to employees of
its subsidiary. Consequently, the subsidiary measures the services
received from its employees in accordance with the above
classification under IFRS 2 and recognises a corresponding increase
in equity as a contribution from the parent. The parent has the
obligation to settle the transaction with the subsidiary's
employees and therefore recognises an increase in its investment in
the subsidiary and a corresponding increase in equity.
The fair value of options granted is measured at
grant date using the Black-Scholes model, taking into account the
terms and conditions upon which the instruments were granted
including any market or performance conditions, and using quoted
share prices.
The Share Scheme allows deferred share awards to
be granted to employees and Directors in the Record Group. Part 1
of the scheme allows the grant of tax-unapproved ("Unapproved")
options to employees and Directors and Part 2 allows the grant of
HMRC tax-approved ("Approved") options to employees and Directors.
Each participant may be granted Approved options over shares with a
total market value of up to £60,000 on the date of grant. There is
no such limit on the value of grant for Unapproved options. All
Approved and Unapproved options granted in the year were granted
with an exercise price per share equal to the share price
prevailing at the time of grant.
Share Scheme
options granted during the period
The following table summarises the Share Scheme
options that were granted during the period:
|
Grant
|
Option
life
|
Earliest
|
Latest
|
Number
|
Exercise
|
Option type
|
date
|
(years)
|
vesting
date
|
vesting
date8
|
of shares
|
price
|
Approved
|
24 May 23
|
4
|
24 May 27
|
24 May 27
|
855,000
|
0.877093
|
Unapproved
|
24 May 23
|
4
|
24 May 24
|
24 May 27
|
1,510,000
|
0.877093
|
Approved
|
12 Sep 23
|
4
|
27 Mar 24
|
12 Sep 27
|
270,000
|
0.756836
|
Unapproved
|
12 Sep 23
|
4
|
27 Mar 24
|
12 Sep 27
|
640,000
|
0.756836
|
Approved
|
25 Sep 23
|
4
|
25 Sep 27
|
25 Sep 27
|
60,000
|
0.784656
|
Total Approved shares granted
|
|
|
|
|
1,185,000
|
|
Total Unapproved shared granted
|
|
|
|
|
2,150,000
|
|
Total shares granted during the
period
|
|
|
|
|
3,335,000
|
|
8. Under the terms of
the deeds of grants, options are exercisable for twelve months
following the vesting date.
All options granted are subject to the employee
being in employment with the Group at the relevant vesting date and
to the extent performance conditions have been
satisfied.
The fair value of the services provided by
employees has been calculated indirectly by reference to the fair
value of the equity instruments granted. Fair value amounts
for the options granted in the year ended 31 March 2024, and for
which a charge to profit or loss was made in the year, were
determined using a Black-Scholes option-pricing method and the
following assumptions:
|
Weighted
|
Model input
|
average
value
|
Share price
|
84.26p
|
Dividend yield
|
6.05%
|
Exercise price
|
84.26p
|
Expected volatility
|
45.46%
|
Option life
|
4 years
|
Risk-free interest rate (%)
|
4.54%
|
Expected volatility is based on historical
volatility.
The Group share‑based payment expense in respect of the Share
Scheme was £655,090 for the year ended 31 March 2024
(FY‑23: £569,136).
Outstanding
Share Scheme options
At 31 March 2024, the total number of ordinary
shares of 0.025p outstanding under Record plc share compensation
schemes was 11,398,039 (FY-23: 10,560,207). These deferred share
awards and options are over issued shares, a proportion of which
are hedged by shares held in an EBT.
The following table summarises the outstanding
options for the Share Scheme as at 31 March 2024:
|
2024
|
2023
|
|
|
Weighted
|
|
Weighted
|
|
|
average
|
|
average
|
|
|
exercise price
|
|
exercise
price
|
|
Number
|
£
|
Number
|
£
|
Outstanding at 1 April
|
10,560,207
|
0.58
|
11,605,545
|
0.41
|
Granted
|
3,335,000
|
0.84
|
3,810,000
|
0.76
|
Exercised
|
(1,915,336)
|
0.44
|
(3,607,836)
|
0.39
|
Forfeited
|
(581,832)
|
0.48
|
(1,247,502)
|
0.47
|
Outstanding at
31 March
|
11,398,039
|
0.65
|
10,560,207
|
0.58
|
Exercisable at
31 March
|
2,774,707
|
0.51
|
473,750
|
0.31
|
Weighted
average share price on date of exercise
|
|
0.78
|
|
0.81
|
Weighted
average contractual life
|
|
3 years
|
|
3 years
|
Performance
measures
Performance conditions attached to all options
granted to Board Directors differ to those granted for all other
staff. All Executive Director option awards are subject to a
performance condition and vest on each of the third, fourth and
fifth anniversaries of the date of grant subject to an earnings per
share ("EPS") hurdle linked to the annualised EPS growth for
the respective three, four and five-year periods from grant.
Vesting is on a stepped basis, as shown in the table
below.
|
Percentage
of
|
|
shares
subject
|
|
to the
award
|
Record's average EPS growth
|
which vest
|
>RPI growth + 13%
|
100%
|
>RPI growth + 10%, =<RPI growth +
13%
|
75%
|
>RPI growth + 7%, =<RPI growth +
10%
|
50%
|
>RPI growth + 4%, =<RPI growth +
7%
|
25%
|
=<RPI growth + 4%
|
0%
|
Approved and Unapproved options issued to all
other staff are not subject to a Group performance
measure.
Approved options issued to all other staff vest
in full on the fourth anniversary of the date of grant, subject to
the employee being employed with the Group at the relevant
vesting date and to the extent personal performance conditions
have been satisfied.
Unapproved options issued to all other staff
vest in four equal tranches on the first, second, third and fourth
anniversaries of the date of grant, subject to the employee being
employed with the Group at the relevant vesting date and to the
extent personal performance conditions have been
satisfied.
Clawback
provisions
In addition to the performance measures above,
both Approved and Unapproved options granted to Executive Directors
under the Share Scheme are subject to clawback provisions. These
provisions allow the Remuneration Committee to adjust the number of
shares that may be, or were, acquired to be decreased if the
Committee considers that either a material breach of contract has
arisen or in respect of retrospective amendments required to
calculations of the Group's performance upon which vesting
calculations were originally based. The clawback provisions allow
the Group to take various steps until the clawback obligation is
satisfied, including reduction of future share option awards,
transfer of shares back to the Group for nil consideration,
reduction of future payments under the Bonus Scheme or payment of
sales proceeds back to the Group.
c.
The Record plc Share Incentive Plan ("SIP")
The Group operates the SIP to encourage more
widespread ownership of Record plc shares by employees. The SIP is
a tax‑approved scheme offering
attractive tax savings for employees retaining their shares in the
scheme over the medium to long term.
As an incentive to employees, the Group matches
every two shares bought by employees with a free matching share.
During the year, the Group awarded 41,519 matching shares
(FY-23: 31,039 matching shares) to employees. The expense
charged in respect of the SIP was £31,025 in the year ended 31
March 2024 (FY-23: £24,950).
There are no restrictions over shares issued
under the Record plc Share Incentive Plan.
d.
The Record plc Jointly Owned Share Plan ("JSOP")
Equity-settled
share-based payments
At inception the employee is required to pay the
Employee Benefit Trust ("EBT") for the market value of the
participation interest, and the employing subsidiary has agreed to
bear the expense of 50% of the amount due. The participation
interest paid over at inception is non-refundable, regardless of
whether the hurdle is reached. Therefore the amount paid by the
employing subsidiary is expensed at inception.
The fair value of the amounts payable to
employees under JSOP awards is recognised as an expense over the
vesting period of the award, with a corresponding increase in
equity. All such awards made by the Group involve the parent
company granting rights to its equity instruments to employees of
its subsidiary. Consequently the subsidiary measures the services
received from its employees in accordance with the above
classification under IFRS 2 and recognises a corresponding increase
in equity as a contribution from the parent. The parent has the
obligation to settle the transaction with the subsidiary's
employees and therefore recognises an increase in its investment in
the subsidiary and a corresponding increase in equity.
The JSOP scheme allows a set number of ordinary
shares to be held jointly by the participant and the EBT. Under the
terms of the JSOP agreement, the participant holds the beneficial
interest in the future growth of the shares above the hurdle,
whilst the trustee is entitled to the value up to the hurdle; the
hurdle being the market price upon grant date. Upon vesting, the
participant is entitled to receive the growth in value of the
shares above the hurdle, which is settled in shares priced at
market value on the vesting date.
The fair value of the JSOP award is measured at
grant date using an appropriate valuation model, taking into
account the terms and conditions upon which the instruments were
granted including any performance conditions, and using quoted
share prices.
No JSOP agreements were entered into during the
year.
The Group share‑based payment expense in respect of the JSOP
scheme was £30,075 for the year ended 31 March 2024
(FY‑23: £2,384).
Outstanding
JSOP options
At 31 March 2024, the total number of ordinary
shares outstanding under the Record plc JSOP was 641,250. These
shares are jointly owned and are ring-fenced within the EBT. The
JSOP award vests immediately on the vesting date, and the
participant is entitled to any value over the hurdle; the
trustee is then entitled to the value up to the hurdle.
The following table summarises the outstanding
options for the JSOP awards as at 31 March 2024:
|
2024
|
2023
|
|
|
Weighted
|
|
Weighted
|
|
|
average
|
|
average
|
|
|
exercise price
|
|
exercise
price
|
|
Number
|
£
|
Number
|
£
|
Outstanding at 1 April
|
1,274,375
|
0.40
|
1,907,500
|
0.39
|
Granted
|
-
|
-
|
-
|
-
|
Vested
|
(633,125)
|
0.39
|
(633,125)
|
0.39
|
Forfeited
|
-
|
-
|
-
|
-
|
Outstanding at
31 March
|
641,250
|
0.40
|
1,274,375
|
0.40
|
There are no Directors' interests in the JSOP
scheme. No performance measures are attached to the
JSOP.
During the year 633,125 shares over which a JSOP
agreement had been granted vested. The weighted average share price
at the vesting date was £0.79.
The JSOP scheme rules contain clawback
provisions allowing re-transfer of the participant's interest
and/or any vested shares for nil consideration under certain
circumstances including a material breach of contract or an error
in performance of duties.
e.
The Record plc Long-Term Incentive Plan ("LTIP")
Equity-settled
share-based payments
The fair value of the amounts payable to
employees under these awards is recognised as an expense over the
vesting period of the award, with a corresponding increase in
equity. All such awards made by the Group involve the parent
company granting rights to its equity instruments to employees of
its subsidiary. Consequently, the subsidiary measures the services
received from its employees in accordance with the above
classification under IFRS 2 and recognises a corresponding increase
in equity as a contribution from the parent. The parent has the
obligation to settle the transaction with the subsidiary's
employees and therefore recognises an increase in its investment in
the subsidiary and a corresponding increase in equity.
The fair value of LTIP awards granted is
measured at grant date using an appropriate valuation model, taking
into account the terms and conditions upon which the instruments
were granted including any market or performance conditions, and
using quoted share prices.
The Record plc LTIP scheme started in April
2022, and allows nil-cost options to be granted to employees and
Directors in the Record Group.
LTIP awards
granted during the period
LTIP awards over an aggregate of 1,641,000
shares were granted under the LTIP scheme during the year (FY-23:
2,890,000). Vesting of awards is subject to the employee being in
employment with the Group at the relevant vesting date and to the
extent performance conditions have been satisfied. Early vesting
for good leavers is subject to approval by the
Remuneration Committee.
The fair value of the services provided by
employees has been calculated indirectly by reference to the fair
value of the equity instruments granted. Fair value amounts
for the LTIP awards granted in the year ended 31 March 2024, and
for which a charge to profit or loss was made in the year,
were determined using a Black-Scholes option-pricing method and the
following assumptions:
|
Weighted
|
Model input
|
average
value
|
Share price
|
67p
|
Dividend yield
|
5.88%
|
Expected volatility
|
42.70%
|
LTIP award life
|
3 years
|
Risk-free interest rate (%)
|
4.16%
|
Expected volatility is based on historical
volatility.
The Group share‑based payment expense in respect of the LTIP
scheme was £460,628 for the year ended 31 March 2024
(FY‑23: £344,231).
Outstanding
LTIP awards
At 31 March 2024, the total number of LTIP
awards outstanding under Record plc share compensation schemes was
3,793,602 (FY-23: 2,890,000). These LTIP awards are over issued
shares, a proportion of which are hedged by shares held in an EBT.
Details of outstanding LTIP awards to employees are set out
below:
The following table summarises the outstanding
options for the LTIP as at 31 March 2024:
|
2024
|
2023
|
|
|
Weighted
|
|
Weighted
|
|
|
average
|
|
average
|
|
|
exercise price
|
|
exercise
price
|
|
Number
|
£
|
Number
|
£
|
Outstanding at 1 April
|
2,890,000
|
0.69
|
-
|
-
|
Granted
|
1,641,000
|
0.67
|
2,890,000
|
0.69
|
Vested
|
-
|
-
|
-
|
-
|
Forfeited
|
(737,398)
|
0.68
|
-
|
-
|
Outstanding at
31 March
|
3,793,602
|
0.68
|
2,890,000
|
0.69
|
Performance
measures
Performance conditions attached to all LTIP
awards granted to Board Directors are the same as to those granted
for all other staff. LTIP awards granted to Executive Directors and
all other staff vest after three years and vesting is subject to
Record's average annualised EPS growth and Total Shareholder Return
("TSR") over the relevant period since grant as follows:
Two-thirds of the vesting for LTIP awards is
subject to a three-year cumulative EPS threshold target of 15
pence, resulting in the EPS portion vesting at 25%, rising on a
straight-line basis to 100% vesting for a three-year cumulative EPS
of 18 pence at the end of the performance period.
One-third of the vesting for LTIP awards is
subject to a relative TSR using a benchmark of the FTSE Small Cap
index. The threshold target for the TSR portion is a TSR outcome in
the 25th percentile of the index at which 25% of the TSR portion
will vest, rising on a straight-line basis to 100% of the TSR
portion at a TSR outcome in the 75% percentile of the
index.
A principal strategic objective of the business
is to create shareholder value for our investors over the long
term. The Board considers this to be delivered by consistent growth
in earnings of the business, and the chosen performance conditions
and the EPS and TSR outcome which determine the number of LTIP
awards that ultimately vest under the scheme rules reflect
this.
The Directors' interests in the combined share
schemes are as follows:
|
31 March
|
31 March
|
|
2024
|
2023
|
|
Number
|
Number
|
|
of shares
|
of shares
|
Record plc
Group Bonus Scheme (interest in restricted share
awards)
|
|
|
Leslie Hill
|
607,726
|
591,284
|
Steve Cullen
|
46,072
|
44,896
|
Jan Witte (appointed 1 January 2024)
|
652,451
|
-
|
Record plc
Share Scheme (interest in unvested share options)
|
|
|
Leslie Hill
|
191,666
|
383,333
|
Steve Cullen
|
86,666
|
173,333
|
Jan Witte (appointed 1 January 2024)
|
1,530,000
|
-
|
Record plc LTIP
Scheme (interest in unvested LTIP awards)
|
|
|
Steve Cullen
|
510,000
|
325,000
|
Jan Witte (appointed 1 January 2024)
|
1,363,000
|
-
|
Clawback
provisions
In addition to the performance measures above,
LTIP awards granted to Executive Directors under the Share Scheme
are subject to clawback provisions. These provisions allow the
Remuneration Committee to adjust the number of shares that may be,
or were, acquired to be decreased if the Committee considers that
either a material breach of contract has arisen or in respect of
retrospective amendments required to calculations of the Group's
performance upon which vesting calculations were originally based.
The clawback provisions allow the Group to take various steps until
the clawback obligation is satisfied, including reduction of future
share option awards, transfer of shares back to the Group for nil
consideration, reduction of future payments under the Bonus Scheme
or payment of sales proceeds back to the Group.
24. Financial
risk management
The Group's current activities result in the
following financial risks and management responses to those risks
in order to minimise any resulting adverse effects on the Group's
financial performance.
Objectives, policies and processes for
managing risk and the methods used to measure the
risk
Financial assets principally comprise trade
receivables, accrued income, other receivables, money market
instruments, cash and cash equivalents and derivative financial
assets. Financial liabilities comprise trade and other payables,
financial liabilities relating to investment in seed funds, lease
liabilities and derivative financial liabilities. The main risks
arising from financial instruments are credit risk, liquidity risk,
foreign currency risk, interest rate risk and concentration risk,
each of which is discussed in further detail below.
The Group monitors and mitigates financial risk
on a consolidated basis. The Group has implemented a framework to
manage the risks of its business and to ensure that the Directors
have in place risk management practices appropriate to a listed
company. The management of risk is directed by the Board and
controlled and reviewed by the Head of Business Risk.
The Company's material financial instruments are
investments in the seed funds, cash and cash equivalents, and
balances due to/from Group undertakings. Intercompany balances are
classified as loans and receivables and are repayable on demand. No
interest is charged on these balances. The Group has sufficient
cash resources and hence management does not believe that the
Company has a material exposure to credit risk. The Company's
financial risk is managed as part of the Group financial risk
management process and therefore separate disclosures for the
Company have not been provided. Market risk is not considered to
have a material impact on financial instruments, neither is it one
of the Group's principal risks; however, the second order effects
of market movements are discussed on page 56.
Credit risk
The Group has established a cash management team
to manage Group cash in accordance with an approved cash management
policy. The policy stipulates exposure limits by instruments,
counterparty, tenor and duration. Counterparty exposures are
measured against ratings published by credit‑rating agencies and are monitored daily. The
maximum single exposure to any counterparty under the policy is 20%
of total assets managed as cash.
The primary objective of the cash management
team is to diversify and manage counterparty risk within the risk
appetite of the Group and the limits set by the policy. The
secondary objective is to maintain yield given the constraints
under the policy whilst ensuring sufficient liquidity to meet
future cash flow commitments as instructed by the Finance
team.
The Chief Financial Officer is responsible for
reviewing the Group's credit exposure and ensuring that any credit
concerns are raised to the Risk Management Committee and that
action is taken to mitigate these risks.
The quality of our clients and banking
counterparties is reflected in the business having not suffered
from any credit default for over 20 years through various market
crises and cycles, and we do not anticipate this changing under the
current circumstances.
The Group's maximum exposure to credit risk is
as follows:
|
2024
|
2023
|
Financial assets at 31 March
|
£'000
|
£'000
|
Trade receivables
|
9,149
|
10,185
|
Accrued income
|
1,505
|
1,743
|
Other receivables
|
935
|
685
|
Derivative financial assets
|
63
|
54
|
Money market instruments
|
8,264
|
4,549
|
Cash and cash equivalents
|
9,221
|
9,948
|
Total financial
assets
|
29,137
|
27,164
|
The debtors' age analysis is also evaluated on a
regular basis for expected credit losses. It is management's
opinion that there is no requirement to provide for any expected
credit losses. The table below is an analysis of trade receivables
and accrued income by due date:
|
2024
|
2023
|
|
Carrying
amount
£'000
|
Neither
impaired nor
past due
£'000
|
0-3 months
past due
£'000
|
More than
3 months
past due
£'000
|
Carrying
amount
£'000
|
Neither
impaired
nor
past due
£'000
|
0-3 months
past due
£'000
|
More than
3 months
past due
£'000
|
Trade receivables
|
9,149
|
8,717
|
419
|
13
|
10,185
|
9,775
|
309
|
101
|
Accrued income
|
1,505
|
1,505
|
-
|
-
|
1,743
|
1,743
|
-
|
-
|
Total
|
10,654
|
10,222
|
419
|
13
|
11,928
|
11,518
|
309
|
101
|
|
|
96%
|
4%
|
-%
|
|
97%
|
2%
|
1%
|
The Group offers standard credit terms of 30
days from invoice date. It is the Group's policy to assess debtors
for expected loss on an individual basis and to make a provision
where it is considered necessary. In assessing recoverability, the
Group takes into account any indicators of impairment up to the
reporting date, adjusting to incorporate any relevant
forward-looking information. The application of this policy
generally results in debts that are past due not being provided for
unless individual circumstances indicate that a debt is
impaired.
Trade receivables are made up of 125 debtors'
balances (FY-23: 113). The largest individual debtor corresponds to
19% of the total balance (FY-23: 16%). Debtor days, based on the
generally accepted calculation of debtor days, is 74 days (FY-23:
83 days). This reflects the quarterly billing cycle used by the
Group for the vast majority of its fees. As at 31 March 2024, 4% of
debt was overdue (FY-23: 3%). No debtors' balances have been
renegotiated during the year or in the prior year.
Liquidity risk
The Group is exposed to liquidity risk, namely
that it may be unable to meet its payment obligations as they fall
due. The Group maintains sufficient cash and marketable securities
to be able to meet all such obligations. Management review cash
flow forecasts on a regular basis to determine whether the Group
has sufficient cash reserves to meet the future working capital
requirements and to take advantage of business opportunities. The
average creditor payment period is 11 days (FY-23: 9
days).
Contractual maturity analysis for
financial liabilities
|
2024
|
2023
|
|
Carrying
amount
£'000
|
Due or
due in
less than
1 month
£'000
|
Due
between
1 and
3 months
£'000
|
Due
between
3 months
and 1 year
£'000
|
Carrying
amount
£'000
|
Due or
due in
less than
1 month
£'000
|
Due
between
1 and
3 months
£'000
|
Due
between
3 months
and 1 year
£'000
|
Trade payables
|
212
|
154
|
-
|
58
|
221
|
221
|
-
|
-
|
Accruals
|
3,997
|
1,440
|
1,244
|
1,313
|
5,074
|
486
|
2,001
|
2,587
|
Derivative financial liabilities
|
9
|
-
|
9
|
-
|
5
|
-
|
5
|
-
|
Total
|
4,218
|
1,594
|
1,253
|
1,371
|
5,300
|
707
|
2,006
|
2,587
|
Lease liabilities are not included within the
table above, please see note 12 for further details.
Interest rate risk
Interest rate risk is the risk that the value of
a financial instrument or cash flows associated with the instrument
will fluctuate due to changes in market interest rates. Interest
rate risk arises from interest-bearing financial assets and
liabilities held by the Group. Interest-bearing assets comprise
money market instruments and cash and cash equivalents which are
considered to be short‑term
liquid assets. It is the Group's policy to settle trade payables
within the credit terms allowed and the Group does not therefore
incur interest on overdue balances.
A sensitivity analysis has not been disclosed
for the impact of interest rate changes as any reasonable range of
change in interest rate would not directly have a material impact
on profit or equity.
Interest rate profiles
|
2024
|
2023
|
At 31 March
|
Fixed rate
£'000
|
No
interest rate
£'000
|
Total
£'000
|
Fixed rate
£'000
|
No
interest
rate
£'000
|
Total
£'000
|
Financial
assets
|
|
|
|
|
|
|
Trade receivables
|
-
|
9,149
|
9,149
|
-
|
10,185
|
10,185
|
Accrued income
|
-
|
1,505
|
1,505
|
-
|
1,743
|
1,743
|
Other receivables
|
-
|
935
|
935
|
-
|
685
|
685
|
Derivative financial assets at fair value
through profit or loss
|
-
|
63
|
63
|
-
|
54
|
54
|
Money market instruments
|
8,264
|
-
|
8,264
|
4,549
|
-
|
4,549
|
Cash and cash equivalents
|
9,221
|
-
|
9,221
|
9,948
|
-
|
9,948
|
Total financial
assets
|
17,485
|
11,652
|
29,137
|
14,497
|
12,667
|
27,164
|
Financial
liabilities
|
|
|
|
|
|
|
Trade payables
|
-
|
(212)
|
(212)
|
-
|
(221)
|
(221)
|
Accruals
|
-
|
(3,997)
|
(3,997)
|
-
|
(5,074)
|
(5,074)
|
Lease liability
|
-
|
(185)
|
(185)
|
-
|
(979)
|
(979)
|
Derivative financial liabilities at fair value
through profit or loss
|
-
|
(9)
|
(9)
|
-
|
(5)
|
(5)
|
Total financial
liabilities
|
-
|
(4,403)
|
(4,403)
|
-
|
(6,279)
|
(6,279)
|
Foreign currency risk
Foreign currency risk refers to the risk that
the value of a financial commitment or recognised asset or
liability will fluctuate due to changes in foreign currency rates.
The Group makes use of forward foreign exchange contracts to manage
the risk relating to future transactions in accordance with the
Group's risk management policy.
The Group is exposed to foreign currency risk on
revenue invoices and cash holdings that are denominated in a
currency other than sterling. The principal currencies giving
rise to this risk are the US dollar, the Swiss franc, the euro and
the Australian dollar.
During the year ended 31 March 2024, the Group
invoiced the following amounts in currencies other than
sterling:
|
2024
|
|
2023
|
|
|
Local
|
Value in
|
Local
|
Value in
|
|
currency
|
reporting
|
currency
|
reporting
|
|
value
|
currency
|
value
|
currency
|
|
£'000
|
£'000
|
£'000
|
£'000
|
US dollar (USD)
|
28,787
|
22,841
|
24,978
|
20,869
|
Swiss franc (CHF)
|
16,152
|
13,321
|
16,138
|
14,223
|
Euro (EUR)
|
2,934
|
2,645
|
4,293
|
3,748
|
Australian dollar (AUD)
|
6,734
|
3,592
|
1,089
|
612
|
Canadian dollar (CAD)
|
296
|
177
|
1,618
|
1,014
|
Japanese yen (JPY)
|
12,329
|
89
|
8,795
|
54
|
The value of revenues for the year ended 31
March 2024 that were denominated in currencies other than sterling
was £42.7 million (31 March 2023: £40.2 million).
Record's policy is to reduce the risk associated
with the Group's revenues denominated in foreign currencies by
using forward fixed rate currency sales contracts, taking into
account any forecast foreign currency cash flows.
The settlement of these forward foreign exchange
contracts is expected to occur within the following three months.
Changes in the fair values of forward foreign exchange
contracts are recognised directly in profit or loss.
The cash denominated in currencies other than
sterling (refer to note 19) is covered by the Group's hedging
process, therefore the Directors consider that the foreign
currency risk on cash balances is not material.
Foreign currency risk - sensitivity
analysis
The Group has considered the sensitivity to
exchange rate movements by considering the impact on those
revenues, costs, assets and liabilities denominated in foreign
currencies as experienced in the given period.
|
Impact on profit
after tax
for the year ended
31 March
|
Impact on total
equity
as at 31
March
|
|
2024
|
2023
|
2024
|
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
Sterling weakening by 10% against the
dollar
|
1,072
|
1,000
|
1,072
|
1,000
|
Sterling strengthening by 10% against the
dollar
|
(1,072)
|
(1,000)
|
(1,072)
|
(1,000)
|
Sterling weakening by 10% against the Swiss
franc
|
992
|
755
|
992
|
755
|
Sterling strengthening by 10% against the Swiss
franc
|
(992)
|
(755)
|
(992)
|
(755)
|
Sterling/US dollar exchange
rate
The impact of a change of 10% has been selected
as this is considered reasonable given the current level of
exchange rates and the volatility observed on a historical basis
and market expectations for future movement. When applied to the
average sterling/USD exchange rate of £1 = $1.26 this would result
in sterling weakening to £1 = $1.15 and sterling strengthening to
£1 = $1.40.
Sterling/Swiss franc exchange
rate
The impact of a change of 10% has been selected
as this is considered reasonable given the current level of
exchange rates and the volatility observed on a historical basis
and market expectations for future movement. When applied to the
average sterling/CHF exchange rate of £1 = CHF 1.21 this would
result in sterling weakening to £1 = CHF 1.10 and sterling
strengthening to £1 = CHF 1.35.
Sensitivity analyses have not been disclosed for
other currencies as any reasonable range of change in exchange rate
would not have a material impact on profit or equity.
Concentration risk
The Group is exposed to concentration risk in
respect of product, client type and geographical location, which
could lead to over-reliance on any one category of revenue. Note 4
provides detail on clients contributing greater than 10% of
revenue. Mitigating activities are detailed in the Risk management
section of the Annual Report.
Concentration risk - sensitivity
analysis
The Group has considered the impact of losing
the Group's largest client, assuming that only variable
remuneration costs can be reduced in the short term.
|
Impact on profit
after tax
for the year ended
31 March
|
Impact on total
equity
as at 31
March
|
|
2024
|
2023
|
2024
|
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
Loss of largest client
|
5,057
|
3,486
|
5,057
|
3,486
|
25. Fair value
measurement
Financial assets and financial liabilities are
recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets are
derecognised when the contractual rights to the cash flows from the
financial assets expire, or when the financial asset and all
substantial risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged,
cancelled or expires.
The following table presents financial assets
and liabilities measured at fair value in the consolidated
statement of financial position in accordance with the fair value
hierarchy. This hierarchy groups financial assets and liabilities
into three levels based on the significance of inputs used in
measuring the fair value of the financial assets and liabilities.
The fair value hierarchy has the following levels:
·
level 1: quoted prices (unadjusted) in active markets for
identical financial assets or liabilities;
·
level 2: inputs other than quoted prices included within
level 1 that are observable for the financial asset or liability,
indirectly (i.e. derived from prices); and
·
level 3: inputs for the financial asset or liability that are
not based on observable market data (unobservable
inputs).
The level within which the financial asset or
liability is classified is determined based on the lowest level of
input to the fair value measurement. The financial assets and
liabilities measured at fair value in the statement of financial
position are grouped into the fair value hierarchy as
follows:
|
2024
|
Level 1
|
Level 2
|
Level 3
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Financial
assets at fair value through profit or loss
|
|
|
|
|
Impact bonds
|
-
|
-
|
-
|
-
|
Investment in funds
|
3,412
|
961
|
-
|
2,451
|
Other investments
|
1,537
|
-
|
-
|
1,537
|
Forward foreign exchange contracts held to hedge
non-sterling assets
|
63
|
-
|
63
|
-
|
Financial
liabilities at fair value through profit or loss
|
|
|
|
|
Forward foreign exchange contracts held to hedge
non-sterling assets
|
(9)
|
-
|
(9)
|
-
|
Total
|
5,003
|
961
|
54
|
3,988
|
|
2023
|
Level 1
|
Level 2
|
Level 3
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Financial
assets at fair value through profit or loss
|
|
|
|
|
Impact bonds
|
770
|
770
|
-
|
-
|
Investment in funds
|
2,530
|
1,077
|
-
|
1,453
|
Other investments
|
1,601
|
1,001
|
-
|
600
|
Forward foreign exchange contracts held to hedge
non-sterling assets
|
54
|
-
|
54
|
-
|
Financial
liabilities at fair value through profit or loss
|
|
|
|
|
Forward foreign exchange contracts held to hedge
non-sterling assets
|
(5)
|
-
|
(5)
|
-
|
Total
|
4,950
|
2,848
|
49
|
2,053
|
There have been no transfers between levels in
the reporting period (FY-23: none).
Basis for classification of financial
instruments classified as level 1 within the fair value
hierarchy
Impact bonds, listed funds and other listed
investments are classified as level 1. These investments are valued
using market prices and coupon rates as applicable.
Basis for classification of financial
instruments classified as level 2 within the fair value
hierarchy
Forward foreign exchange contracts and options
are both classified as level 2. Both of these instruments are
traded on an active market. Options are valued using an industry
standard model with inputs based on observable market data whilst
the fair value of forward foreign exchange contracts may be
established using interpolation of observable market data rather
than from a quoted price.
Basis for classification of financial
instruments classified as level 3 within the fair value
hierarchy
Direct investments in private funds and share
capital of start-up companies in the digital sector have been
classified as level 3. There is no observable market for these
investments, therefore fair value measurements have been derived
from valuation techniques that include inputs that are not based on
observable market data. The private funds are valued at net asset
value in accordance with independent professional valuation reports
or International Private Equity and Venture Capital Valuation
Guidelines where relevant. The direct investments in capital of the
start-up companies are valued at cost.
Movements in assets and liabilities
classified as level 3 during the period:
|
2024
|
2023
|
|
£'000
|
£'000
|
At start of period
|
2,053
|
326
|
Additions
|
1,883
|
1,742
|
Disposals
|
(356)
|
-
|
Net gain or loss
|
408
|
(15)
|
At end of
period
|
3,988
|
2,053
|
Classes and fair value of financial
instruments
It is the Directors' opinion that the carrying
value of all financial instruments approximates to their fair
value.
Categories of financial
instrument
At 31 March
2024
|
Note
|
Assets at
amortised
cost
£'000
|
Financial
liabilities
measured at
amortised cost
£'000
|
Assets at
fair value
through
profit or loss
£'000
|
Liabilities at
fair value
through profit
or loss
£'000
|
Impact bonds
|
14
|
-
|
-
|
-
|
-
|
Investment in funds
|
14
|
-
|
-
|
3,412
|
-
|
Other investments
|
14
|
-
|
-
|
1,537
|
-
|
Trade and other receivables (excludes
prepayments)
|
17
|
11,779
|
-
|
-
|
-
|
Money market instruments
|
19
|
8,264
|
-
|
-
|
-
|
Cash and cash equivalents
|
19
|
9,221
|
-
|
-
|
-
|
Derivative financial assets at fair value
through profit or loss
|
18
|
-
|
-
|
63
|
-
|
Trade payables
|
20
|
-
|
(212)
|
-
|
-
|
Accruals
|
20
|
-
|
(3,997)
|
-
|
-
|
Derivative financial liabilities at fair value
through profit or loss
|
18
|
-
|
-
|
-
|
(9)
|
Total
|
|
29,264
|
(4,209)
|
5,012
|
(9)
|
At 31 March 2023
|
Note
|
Assets at
amortised
cost
£'000
|
Financial
liabilities
measured
at
amortised
cost
£'000
|
Assets at
fair value
through
profit or
loss
£'000
|
Liabilities
at
fair value
through
profit
or loss
£'000
|
Impact bonds
|
14
|
-
|
-
|
770
|
-
|
Investment in funds
|
14
|
-
|
-
|
2,530
|
-
|
Other investments
|
14
|
-
|
-
|
1,601
|
-
|
Trade and other receivables (excludes
prepayments)
|
17
|
12,613
|
-
|
-
|
-
|
Money market instruments
|
19
|
4,549
|
-
|
-
|
-
|
Cash and cash equivalents
|
19
|
9,948
|
-
|
-
|
-
|
Derivative financial assets at fair value
through profit or loss
|
18
|
-
|
-
|
54
|
-
|
Trade payables
|
20
|
-
|
(221)
|
-
|
-
|
Accruals
|
20
|
-
|
(5,074)
|
-
|
-
|
Derivative financial liabilities at fair value
through profit or loss
|
18
|
-
|
-
|
-
|
(5)
|
Total
|
|
27,110
|
(5,295)
|
4,955
|
(5)
|
26. Cash flows
from operating activities
This note should be read with the statement of
cash flows. It provides a reconciliation to show how profit after
tax, which is based on accounting rules, translates to cash
flows.
|
Note
|
2024
|
2023
|
Group
£'000
|
Company
£'000
|
Group
£'000
|
Company
£'000
|
Profit after
tax
|
|
9,253
|
6,810
|
11,339
|
10,615
|
Adjustments
for:
|
|
|
|
|
|
Depreciation of right‑of‑use
assets
|
12
|
278
|
244
|
375
|
338
|
Depreciation of property, plant and
equipment
|
13
|
213
|
29
|
285
|
17
|
Amortisation of intangible assets
|
11
|
232
|
-
|
135
|
-
|
Impairment of intangibles
|
|
1,937
|
-
|
-
|
-
|
Loss on asset disposals
|
|
-
|
-
|
11
|
-
|
Share-based payments expense for the
period
|
|
1,146
|
-
|
916
|
-
|
Non-cash movements in derivatives
|
|
(247)
|
-
|
(175)
|
-
|
Non-cash movements in investments
|
|
(865)
|
885
|
(371)
|
(155)
|
FX movements on cash
|
|
287
|
13
|
(147)
|
-
|
Leasehold modification
|
|
48
|
48
|
-
|
-
|
Loss from sale of subsidiary
|
|
-
|
210
|
-
|
|
Intercompany loan write-off
|
|
188
|
343
|
|
|
Other non-cash share-based payments
movements9
|
33
|
302
|
-
|
751
|
-
|
Finance income
|
|
(394)
|
(9)
|
(181)
|
(1)
|
Finance expense
|
|
33
|
27
|
55
|
43
|
Tax expense
|
7
|
3,658
|
(185)
|
3,259
|
5
|
Dividends received from subsidiaries
|
|
-
|
(9,876)
|
-
|
(10,500)
|
Changes in
working capital
|
|
|
|
|
|
Decrease/(increase) in receivables
|
|
1,316
|
1,717
|
(4,490)
|
1,094
|
(Decrease)/increase in payables
|
|
(1,081)
|
1,193
|
1,290
|
794
|
Decrease/(increase) in provisions
|
|
-
|
-
|
(78)
|
(78)
|
Cash generated
from operations
|
|
16,304
|
1,449
|
12,974
|
2,172
|
Corporation tax (paid)/refunded
|
|
(3,249)
|
106
|
(2,433)
|
(6)
|
Net cash inflow
from operating activities
|
|
13,055
|
1,555
|
10,541
|
2,166
|
9. See note 33 for
details of the presentational adjustment resulting in the
restatement of prior year amounts.
The Group has made a presentational change by
moving the cash flows from operating activities from inclusion in
the face of the statement of cash flows, to a note disclosure. The
reason for this presentational change is to improve the readability
of the face of the statement of cash flows and to allow expansion
on the items adjusted for in the cash flows from operations, so
that more reliable and relevant information is
presented.
27. Related
parties transactions
Company
Details of transactions between the Company and
other Group undertakings, which are related parties of the Company,
are shown below:
Transactions with
subsidiaries
The Company's subsidiary undertakings are listed
in note 14, which includes a description of the nature of their
business.
|
2024
|
2023
|
|
£'000
|
£'000
|
Amounts due to subsidiaries
|
(5,879)
|
(3,415)
|
Dividends received from subsidiaries
|
9,876
|
10,500
|
Amounts due to subsidiaries consist of funds
lent by the subsidiaries to the Company to facilitate the Company's
investing activities. Amounts due to subsidiaries are disclosed as
a net amount, and also consist of amounts owed to Group
undertakings in note 20 and trade receivables in note 17. All
amounts owed to and by related parties will be settled in cash. No
guarantees have been given or received. No provisions for expected
credit losses have been raised against amounts outstanding
(FY‑23: £nil). No expense
has been recognised during the year in respect of expected credit
losses due from related parties.
Group
Transactions or balances between Group entities
have been eliminated on consolidation, and in accordance with IAS
24, are not disclosed in this note.
Key
management personnel compensation
|
2024
|
2023
|
|
£'000
|
£'000
|
Short‑term
employee benefits
|
9,532
|
10,311
|
Post‑employment benefits
|
399
|
327
|
Share‑based
payments
|
1,581
|
3,539
|
Total
|
11,512
|
14,177
|
Key
management personnel dividends
The dividends paid to key management personnel
in the year ended 31 March 2024 totalled £4,518,926 (2023:
£4,073,511).
Directors'
remuneration
|
2024
|
2023
|
|
£'000
|
£'000
|
Emoluments (excluding pension
contribution)
|
1,829
|
3,580
|
Pension contribution (including payments made in
lieu of pension contributions)
|
107
|
101
|
Total
|
1,936
|
3,681
|
During the year, two Directors of the Company
(FY-23: none) participated in the Group Personal Pension Plan, a
defined contribution scheme. Further detail on Directors'
remuneration is provided in the Remuneration report.
28. Interests
in unconsolidated structured entities
A structured entity is defined as an entity that
has been designed so that voting or similar rights are not the
dominant factor in deciding who controls the entity, such as when
any voting rights relate to administrative tasks only, or when the
relevant activities are directed by means of contractual
arrangements.
The Group has concluded that the investment
funds managed by Group entities in their capacity as investment
managers, through contractual agreements, are structured entities.
The investment funds are not consolidated into the Group's
financial statements as the Group is judged to act as an agent
rather than having control under IFRS 10.
The purpose of the investment funds is to invest
capital received from investors in a portfolio of instruments in
order to generate a return in the form of capital appreciation,
income from the assets, or both.
The Group has interests in these funds through
the receipt of management and other fees and, in certain funds,
through ownership of shares. The Group's investments in these funds
are subject to the terms and conditions of the respective fund's
offering documentation and are susceptible to market price risk.
The investments are included in financial assets at fair value
through profit and loss in the statement of financial
position.
Where the Group has no equity holding in a fund
it manages, the investment risk is borne by the external investors
and therefore the Group's maximum exposure to loss relates to
future management fees and any uncollected fees at the period end
date. Where the Group does have an equity holding, the maximum
exposure to loss constitutes the future and uncollected management
fees plus the fair value of the Group's investment in that
fund.
The Group does not sponsor any of the structured
entities and there are no guarantees or commitments. The funds do
not have any debt or borrowings and are financed through the
issue of shares to investors.
The following table shows the details of
unconsolidated structured entities in which the Group has an
interest at the reporting date:
|
Number
of funds
|
Net AUM
of funds
$bn
|
Fair value
of
investment
£m
|
Management
charge in
the year
£m
|
Management
charge
receivable
at year
end
£m
|
As at 31 March
2024
|
3
|
1.32
|
0.83
|
4.86
|
0.81
|
As at 31 March 2023
|
1
|
1.04
|
-
|
5.16
|
0.40
|
The management charge in the year comprises both
management and performance fees and is included within revenue in
the consolidated statement of comprehensive income.
The fair value of investment is included within
investments in the consolidated statement of financial position.
The management charge receivable comprises both management and
performance fees receivable and is included within trade and other
receivables in the consolidated statement of financial
position.
29. Contingent
liabilities and commitments
The Group has committed to subscriptions to
equity capital of $1,791,870, of which $1,571,820 has been
called.
On 20 January 2023, the Group committed to a
licence to use an office in London. The commitment is to 28
February 2025 and the outstanding amount to be paid at 31 March
2024 was £792,165 (FY-23: £1,628,225). The full amount is payable
within twelve months (FY-23: £836,060).
30. Capital
management
The Group's objectives when managing capital are
(i) to safeguard the Group's ability to continue as a going
concern; (ii) to provide an adequate return to shareholders; and
(iii) to meet regulatory capital requirements under the relevant
jurisdictions (FCA and BaFin).
The Group sets the amount of capital in
proportion to risk. The Group manages the capital structure and
makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets, while also
continuing to ensure that the minimum required regulatory capital
is maintained. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, or issue new shares.
The Group had no debt in the current or prior financial year and
consequently does not calculate a debt‑to‑adjusted
capital ratio.
The Group's capital structure consists of the
following:
|
2024
|
2023
|
|
£m
|
£m
|
Equity10
|
1.9
|
1.9
|
Retained earnings attributable to the equity
holders
|
27.1
|
26.4
|
Total
capital
|
29.0
|
28.3
|
Required regulatory capital
|
8.3
|
7.1
|
Surplus
capital
|
20.7
|
21.2
|
10. Issued share capital,
share premium and other equity reserves.
Total capital covers the Group's regulatory
capital requirements, and the surplus capital covers the Group's
internal operational and investment capital requirements. The
Directors consider that the surplus capital significantly exceeds
the actual day-to-day operational requirements.
31. Ultimate
controlling party
As at 31 March 2024 the Company had no ultimate
controlling party, nor at 31 March 2023.
32.
Post-reporting date events
In April 2024 Record plc entered into an
agreement to reduce the Company's shareholding held in Dair Record
Limited, from 50.1% to 5%. This transaction completed in June 2024.
As a result, going forward, this investment will no longer be
recognised as a joint venture.
No other adjusting or significant non-adjusting
events have occurred between the reporting date and the date of
authorisation.
33. Restatement
of purchase of own shares in the consolidated statement of cash
flows
For the prior year ended 31 March 2023, the
consolidated statement of cash flows previously showed the purchase
of own shares of £3,572,000, which included non-cash amounts of
£1,722,000. In order for the purchase of own shares figure to
correctly show cash amounts only, this figure has now been updated
in the FY-23 comparative figure to purchase of own shares of
£1,850,000. A corresponding adjustment to decrease in non-cash
items has also been made in order to move the
non‑cash movement to cash
flows from operating activities, in line with the Company
policy.
Since this represents a presentational
adjustment only, the restatement does not impact the total reported
for cash inflow for the year, nor the closing balance for cash
and cash equivalents for the year.
Notes to
Editors
This announcement includes information with
respect to Record's financial condition, its results of operations
and business, strategy, plans and objectives. All statements in
this document, other than statements of historical fact, including
words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates", "may", "will", "continue",
"project" and similar expressions, are forward- looking
statements.
These forward-looking statements are not
guarantees of the Company's future performance and are subject to
risks, uncertainties and assumptions that could cause the actual
future results, performance or achievements of the Company to
differ materially from those expressed in or implied by such
forward-looking statements.
The forward-looking statements contained in this
document are based on numerous assumptions regarding Record's
present and future business and strategy and speak only as at the
date of this announcement.
The Company expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statements contained in this announcement whether
as a result of new information, future events or
otherwise.
The information contained within this
announcement is deemed by the Group to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.