REG - FIH Group PLC - Final Results
08/08/2024 07:00
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RNS Number : 6295Z FIH Group PLC 08 August 2024
FIH group plc
("FIH" or the "Group")
Final Results
FIH, the AIM quoted international specialist services group with businesses in
the Falkland Islands and the UK, is pleased to announce the Group's audited
results for the year ended 31 March 2024 ("the period").
Highlights
· Revenue broadly in line with prior year at £52.5 million (2023:
£52.7 million)
· Underlying pre-tax profit increasing by £0.2 million to £3.4
million (2023: £3.2 million).
· Pre-tax profit of £2.8 million (2023: £4.0 million) including
non-trading items.
· Group cash balances of £9.7 million (2023: £12.8 million)
reflecting timing differences in working capital and increased dividends paid
compared to the prior year.
· Underlying earnings per share of 19.4p (2023: 20.1p) reflecting
increase in UK corporation tax from 19% to 25%.
· A final dividend of 5.5 pence per share will be proposed at the
forthcoming Annual General Meeting, taking the total regular dividend for the
year to 6.75 pence per share (2023: 6.5 pence per share).
· In order to maintain an appropriate balance between cash returns
to shareholders and investment in the business, the Board will also be
recommending a special dividend of 10.0 pence per share, to be paid with the
proposed final dividend. This will take the total dividend for the year to
16.75 pence per share (2023: 6.5 pence).
Board and Governance
· Nick Henry appointed non-executive director on 14 August 2023 and
Chairman at the 2023 Annual General Meeting.
Stuart Munro, Chief Executive, said:
"For the period under review, the Group has delivered an underlying pre-tax
profit that is marginally ahead of the prior year and the Board are proposing
to return surplus cash to shareholders via a special dividend. Looking
ahead, we are focused on the challenges our businesses face in the current
year and on taking prompt action to address them. Specifically, we are being
impacted by delays in construction tender opportunities in the Falkland
Islands, but the potential for these projects remains strong."
Enquiries:
FIH group plc
Stuart Munro, Chief Executive Tel: 01279 461630
Reuben Shamu, Chief Financial Officer
Zeus Capital Ltd - NOMAD and Broker to FIH
Chris Fielding / James Bavister Tel: 0203 829 5000
Novella Communications
Tim Robertson / Chris Marsh Tel: 020 3151 7008
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of the Company is Stuart Munro Chief Executive Officer of the Company.
Chairman's Statement
I am pleased to report an underlying pre-tax profit* for the year of £3.4m
and a reported profit before tax of £2.8m.
Despite facing a complex and challenging global environment, a continued focus
on operational excellence, together with the inherent resilience of our
diversified business model, has sustained performance, ensuring the delivery
of value to both shareholders and stakeholders.
I would like to extend my sincere thanks to the Board and our management teams
and employees for their unwavering support and dedication throughout the year.
Dividend
Following the payment of an interim dividend of 1.25 pence per share in
January 2024 and reflecting the increased profit in the second half of the
year, a final dividend of 5.5 pence per share will be proposed at the
forthcoming Annual General Meeting. This will take the total regular dividend
for the year ended 31 March 2024 to 6.75 pence per share (2023: 6.5 pence
per share).
In addition, the directors will also be proposing a special dividend of
10 pence per share, to be paid together with the final dividend, to maintain
an appropriate balance between cash returns to shareholders and investment in
the business.
Together with the interim dividend, the proposed final dividend and the
special dividend, the total dividend for the year ended 31 March 2024 will be
16.75 pence per share (2023: 6.5 pence).
Board and Governance
I was delighted to join the Board as a non-executive director on 14 August
2023 and to assume the role of chairman following Robin Williams' resignation
at the 2023 Annual General Meeting. My past business experience, particularly
in sectors closely related to FIH Group's activities, will, I hope, prove
beneficial as we navigate the Group through these evolving times.
As noted in the 2023 Chairman's statement, Holger Schröder was appointed as a
non-executive director on 1 June 2023. His expertise and insights are already
proving valuable, and we look forward to his continued contributions.
Outlook and strategy
In addition to meeting the challenges presented by the current economic and
trading environment, the Board remains focused on strategic initiatives that
will drive long-term growth and value for our shareholders.
Nick Henry
Chairman
7 August 2024
Strategic Report
Overview
Total revenue of £52.5 million was marginally below prior year, with growth
in Portsmouth Harbour Ferry Company ("PHFC") offset by shortfalls in the
Falkland Islands Company ("FIC") and in Momart.
Underlying profit before tax increased by 6% to £3.4 million
(2023: £3.2 million) and pre-tax profit was £2.8 million
(2023: £4.0 million).
Net cash inflow from operating activities was £2.0 million compared to
£7.5 million in the prior year, largely due to timing differences on
receipts and payments.
Group Trading Results for the Year Ended 31 March 2024
A summary of the trading performance of the Group is given in the table below.
Group revenue 2024 2023 Change
Year ended 31 March
£'m
£'m
%
Falkland Islands Company 29.0 29.4 (1.4)
Momart 19.3 19.5 (1.0)
Portsmouth Harbour Ferry 4.2 3.8 10.5
Total revenue 52.5 52.7 (0.4)
Group underlying pre‑tax profit* 1.7 1.9 (10.5)
Falkland Islands Company**
Momart** 1.0 1.0 -
Portsmouth Harbour Ferry** 0.7 0.3 133.3
Total underlying profit before tax* 3.4 3.2 6.3
Non-trading items (see notes below)*** (0.6) 0.8 (175.0)
Reported profit before tax 2.8 4.0 (30.0)
* Underlying pre-tax profit is defined as profit before
tax before non-trading items.
** As in prior years, the profits reported for each
operating company are stated after allocation of head office management
and plc costs which have been applied to each subsidiary consistently.
*** Non-trading items were comprised of the following:
- £0.3 million accrual in Momart in respect of
employee-related taxes relating to previous years (2023: £nil).
- £0.2 million people-related costs in FIC for which
management consider separate presentation is appropriate
(2023: £0.1 million).
- £0.2 million adverse fair value movements on derivative
financial instruments (2023: £0.9 million favourable ).
- £0.1 million release of old credit balances.
Group Operating Company Performance
Falkland Islands Company ("FIC")
Total revenue decreased by £0.4 million to £29.0 million with reductions
in Falkland Building Services ("FBS") and Falklands 4x4 partially offset by
improvements in Retail and Support Services. The number of rental properties
remained broadly the same and hence the related revenue remained consistent.
Underlying profit before tax decreased to £1.7 million as a result of lower
activity in FBS and Falklands 4x4, together with a change in the mix of
activities in Support Services, which were partly offset by growth in
tourism‑related business and lower overhead costs.
Reported profit before tax was £1.7 million (2023: £1.9 million).
FIC Operating Results 2024 2023 Change
Year ended 31 March
£'m
£'m
%
Revenues
FBS (housing and construction) 11.0 12.1 (9.1)
Retail 10.7 9.9 8.1
Falklands 4x4 2.7 3.1 (12.9)
Support services 3.6 3.3 9.1
Property rental 1.0 1.0 -
Total FIC revenue 29.0 29.4 (1.4)
FIC underlying operating profit 1.7 2.0 (15.0)
Net interest expense - (0.1) 100.0
FIC underlying profit before tax 1.7 1.9 (10.5)
FIC underlying operating profit margin 5.9% 6.8% (13.2)
FIC reported profit before tax 1.7 1.9 (10.5)
FIC Divisional Activity
FBS activity was lower than the prior year, with a number of tender
opportunities delayed, withdrawn by the client or not pursued for commercial
reasons. On the contract to build a total of 70 houses for the Falkland
Islands Government ("FIG") and the Ministry of Defence ("MOD"), the rate of
production at the MOD Mount Pleasant Complex ("MPC") was lower than originally
anticipated, due to third party delays in the provision of services to the
building plots, although a total of 5 houses had been completed by year end.
Progress on the Bennetts Paddock site for FIG was in line with expectations
with 21 units completed.
Retail made good progress, but continued to be impacted by cost of living
pressures. Revenue grew by 8% with most of the growth coming from the retail
unit at MPC, tourism -related business and encouragingly, from the West Store
food hall. Operations were also expanded by opening a seasonal trading market
at the jetty where tourists arrive onto the island. The market also gave local
small businesses the opportunity to promote and sell their products.
At Falklands 4x4, the decline in revenue reflected difficulties experienced in
sourcing both new and used vehicles. 61 units were sold compared to 82 in the
previous year and the supply issue also restricted availability for the rental
fleet. Initiatives are underway to address the availability of vehicle stock.
In Support Services, revenue growth arose mainly in FIC's tourism business,
Penguin Travel. Despite cruise ship passenger numbers remaining broadly in
line with the prior year, investment in the bus fleet increased capacity and
Penguin Travel's ability to capitalise on demand. In Property Rental,
renovations to several houses restricted availability for part of the year,
resulting in overall rental income remaining in line with the prior year.
FIC Key Performance Indicators and Operational Drivers
Year ended 31 March 2020 2021 2022 2023 2024
Staff numbers 214 206 232 242 238
(FTE 31 March)*
Capital expenditure 2,685 1,060 2,434 1,206 1,337
£'000
Retail sales growth % 3.1 (3.0) (0.1) 2.1 8.1
Number of FIC rental properties** 65 75 83 85 88
Average occupancy 89 93 86 90 90
during the year %
Number of vehicles sold 71 71 81 82 61
Number of 3rd party houses sold*** 22 15 11 14 1
Illex squid catch in 57.6 106.1 123.8 66.8 112.3
tonnes (000's)
Cruise ship passengers (000's) 72.1 Nil Nil 73.4 73.2
* Re-presented to include FIC staff in the UK.
** Includes ten mobile homes rented to staff.
*** Relates to kit home sales to third parties and excludes
houses built under contract for Falkland Island Government.
Momart
Amid global economic uncertainty, art buyers returned to the safer havens of
established artists with sellers having to be more pragmatic about their price
expectations and buyers mulling much longer over major purchases. Despite
this, Gallery Services delivered revenue growth through a series of proactive
business development initiatives.
A squeeze on public finances saw reduced funding to institutions, whose ticket
sales and related revenues were also impacted by the cost-of-living. Museum
Exhibitions revenue was therefore slightly down on the prior year.
Demand for storage continues to be high with existing clients indicating their
intention to continue with and expand their storage space, while enquiries
from new clients are growing.
Underlying profit before tax remained at the same level as the previous year.
Reported profit before tax was £0.7 million.
Momart Operating results
Year ended 31 March 2024 2023 Change
£'m
£'m
%
Revenues
Museum Exhibitions 9.1 9.5 (4.2)
Gallery Services 7.4 7.3 1.4
Storage 2.8 2.7 3.7
Total Momart revenue 19.3 19.5 (1.0)
Momart underlying operating profit 1.4 1.4 -
Net Interest expense (0.4) (0.4) -
Momart underlying profit before tax 1.0 1.0 -
Momart underlying operating profit margin 7.3% 7.2% 1.4
Momart reported profit before tax 0.7 0.9 (22.2)
Momart Key Performance Indicators
Year ended 31 March 2020 2021 2022 2023 2024
Staff numbers (FTE 31 March) 133 107 99 110 129
Capital expenditure 638 540 258 573 769
£'000
Warehouse % fill vs capacity 86.9% 82.9% 84.0% 86.4% 85.2%
Momart services 10.8 6.5 9.1 10.8 11.7
charged out £'m
Revenue from 6.2 2.7 5.5 6.7 7.2
overseas clients £'m
Exhibition sales growth % (2.1) (58.3) 64.4 28.4 (4.2)
Gallery Services (22.4) (41.4) 70.6 25.9 1.4
sales growth %
Storage sales growth % 5.8 9.1 0.0 12.5 3.7
Total sales growth % (8.7) (45.5) 51.5 25.0 (1.5)
Portsmouth Harbour Ferry Company ("PHFC")
Passenger numbers at PHFC were broadly in line with the prior year, with
inflationary fare rises in April 2023 being largely responsible for revenue
increasing by £0.4 million to £4.2 million.
Careful management of costs resulted in an underlying and reported profit
before tax of £0.7 million (2023: £0.3 million).
A number of capital projects were completed within the year, most notably the
complete replacement of the fenders at the Portsea pontoon and the dredging of
berths at both the Gosport pontoon and the maintenance facility.
PHFC Operating results
Year ended 31 March 2024 2023 Change
£'m
£'m
%
Revenues
Ferry fares & other revenue 4.2 3.8 10.5
Total PHFC revenue 4.2 3.8 10.5
PHFC underlying operating 0.9 0.6 50.0
profit
Pontoon lease liability & Boat loan finance expense (0.2) (0.3) (33.3)
PHFC underlying profit before tax 0.7 0.3 133.3
PHFC reported profit before tax 0.7 0.3 133.3
Passengers carried (000s) 1,956 1,948 0.4
PHFC Key Performance Indicators and Operational Drivers
Year ended 31 March 2020 2021 2022 2023 2024
Staff numbers (FTE at 31 March) 36 25 26 26 26
Capital expenditure £'000's 65 - 52 205 364
Ferry reliability (on time departures) 99.8 99.9 99.9 99.8 99.5
Number of weekday passengers '000's 1,706 613 1,188 1,372 1,356
% change on prior year (7.0) (64.1) 93.8 15.4 (1.2)
Number of weekend passengers '000's 659 195 500 576 600
% change on prior year (8.7) (70.4) 156.4 15.2 4.2
Total number of passengers '000's 2,365 808 1,688 1,948 1,956
% change on prior year (7.5) (65.8) 108.9 15.4 0.4
Revenue growth % (5.5) (65.9) 114.2 19.0 9.4%
Average yield per passenger journey* £1.69 £1.76 £1.76 £1.91 £2.08
* Total ferry fares divided by the total number of passengers
Trading Outlook
Demand for accommodation in the Falkland Islands continues to be strong, with
a shortage of suitable housing units for both local residents and contractors
on upcoming projects and potential new business ventures. These provide FIC
with opportunities to grow by securing additional infrastructure projects,
expanding on retail and travel services to the tourism market and investing
further in the rental accommodation portfolio. In addition, the breadth and
depth of capabilities within FIC puts the business in prime position to offer
its services to those seeking to develop or enhance both existing and new
activities in the Falkland Islands.
However, as announced in July 2024, trading in the current year for the FBS
housing and construction division within FIC has been significantly impacted
by delays in tender opportunities and to a lesser extent, the impact of third
party delays in the provision of services to the building plots at MPC on the
existing contract to build 70 houses for FIG and the MOD. In response,
management focus is being directed towards securing delayed tender
opportunities once issued, as well as securing other profitable construction
work. In addition, we will evaluate the utilisation of any short-term spare
capacity within FBS to expand our own rental accommodation portfolio.
Whilst trading conditions remain challenging for Momart, a renewed focus on
business development and process efficiency is already yielding positive
results and there are potential opportunities to expand the storage business.
As demonstrated this year at PHFC, available capacity means that future
passenger growth can be accommodated without a commensurate increase in cost,
which would further improve profitability. Opportunities to maximise secondary
revenues continue to be targeted and costs and fare pricing will continue to
be carefully managed.
Overall, the longer term outlook for the Group remains positive.
Group Strategy
The aim of the Board is to build a Group of greater scale, providing
consistent earnings growth and cash generation that will provide shareholders
with both predictable capital growth and regular dividend income. To deliver
this, the Group strategy has three key strands:
Build the profits of the existing businesses back to and beyond the pre-COVID
position. The underlying pre-tax profit for the year was only slightly ahead
of last year and hence more remains to be done. However, it is an indication
of the inherent resilience of the Group, resulting from its diverse range of
activities, that the global economic situation has not had a more significant
impact on the results.
Invest in developing the existing businesses. The Board continues to be
focused on capitalising on potential opportunities for further work for FIG
and the MOD, building on the £17.3 million housing contract awarded in
November 2021. In addition, potential opportunities to maximise returns from
existing FIC land assets are being explored. The potential for additional
opportunities arising from the development of the Sea Lion oil field continues
to progress with expressions of interest requested by the potential developer.
However, the Board does not rely in its planning on any such development due
to the uncertain and lengthy timescales involved and the undefined nature of
any benefit which might accrue to FIC.
Explore the potential for strategic acquisitions. This could provide a step
change in the scale of FIH, but acquisitions will only be considered if they
either add to existing activities or bring growth potential from other
attractive sectors, can be secured at an appropriate price and are within the
capacity of the senior executive team to integrate and optimise without
negatively impacting the performance of the existing businesses. A number of
opportunities were reviewed during the year, but none met the required
criteria.
Risk Management, Principal Risks and Impact
The Board is ultimately responsible for setting the Group's risk appetite and
for overseeing the effective management of risk. The Group faces a diverse
range of risks and uncertainties which could have an adverse effect on results
if not managed. The principal risks facing the Group have been identified by
the Board and the mitigating actions agreed with senior management and are
discussed in the following table:
OPERATIONAL RISKS
Risk Comment Overall Impact
CYBER RISK There is a growing level of sophistication, scale and volume of targeted cyber Moderate - unchanged
A cyber security breach can result in unauthorised access to company incidents which could impact on group trading and potential loss of assets.
information, potential misuse of information systems, technology or data.
A full review of the IT security environment has been commissioned to
modernise prevention measures across the Group.
DATA PRIVACY Governance and oversight protocols are regularly reviewed to maintain Low - unchanged
Failure to comply with legal or regulatory requirements relating to data vigilance in protection of the Group's customer and staff data.
privacy in the course of business activities potentially leading to adverse
consequences, penalties or consequential litigation.
HEALTH AND SAFETY Health & Safety ("HSE") matters are considered a key priority for the Low - unchanged
The Group is required to comply with laws and regulation governing Board of FIH and all its operating companies.
occupational health and safety matters. Furthermore, accidents could happen
All staff receive relevant HSE training when joining the Group and receive
which might result in injury to an individual, claims against the Group and refresher and additional training as is necessary. Training courses cover
damage to our reputation. maritime safety, lifting and manual handling, asbestos awareness and fire
extinguisher training. External HSE audits are conducted on a regular basis.
COMPLIANCE
Failure to comply with the frequently changing regulatory environment could The regulatory environment continues to become increasingly complex. Low - unchanged
result in reputational damage or financial penalty.
The Group uses specialist advisers to help evolve appropriate policies and
practices. Close monitoring of regulatory and legislations changes is
maintained to ensure our policies and practices continue to comply with
relevant legislation.
Staff training is provided where required.
POLITICAL RISKS
Historically, Argentina has maintained a claim to the Falkland Islands and Relations between the UK and Argentina continue to be strained. Low - unchanged
this dispute has never been officially resolved.
However, the security afforded by the UK Government's commitment to the
Islands upholds the freedom and livelihood of the people of the Falkland
Islands and thereby of FIC.
Provided UK Government support is maintained the security of the people of the
Falkland Islands is judged to at low risk.
ECONOMIC CONDITIONS
Inflationary pressures across all Group businesses impact the cost of wages, Continued focus on cost efficiency. Customer and supplier contracts structured Medium - decreased
services and products. to limit or pass on inflation risk. Cost inflation monitored closely and
passed on to customers via price increases wherever possible.
COMPETITION RISK
Risk Comment Potential Impact
FIC is considered by the senior management to be a market leader in a number Local competition is healthy for FIC and stimulates continuing business Low - unchanged
of business activities but faces competition from local entrepreneurs in many improvement.
sectors in which it operates.
Momart sits in a highly competitive market, with both UK and international
competitors investing for growth.
Moderate - unchanged
The current global economic uncertainty presents a challenge, but a focus on
process efficiency and pro-active business development, whilst maintaining the
high quality of service for which Momart is renowned, puts the business in a
strong position to compete. Moderate - unchanged
Large capital infrastructure investment projects may entice larger overseas FIC has been successful in winning work against overseas competitors and has
businesses to look at the opportunities available and reduce the ability of built up strong links with FIG and MOD. Being located in the Falkland Islands
FIC to undertake the work. gives FIC a competitive advantage against overseas companies.
FOREIGN CURRENCY AND EXCHANGE RATE RISK
Momart is exposed to foreign currency risk arising from trading and other Forward exchange contracts are used to mitigate this risk, with exchange rate Low - unchanged
payables denominated in foreign currencies. fixed for all significant contracts.
The Group is exposed to interest rate risks on large loans. Interest rate risk on large loans is mitigated by the use of interest rate
swaps.
FIC retail outlets accept foreign currency and are exposed to fluctuations in
the value of the dollar and the euro.
INVENTORY
Inventory risk relates to losses on realising the carrying value on ultimate Reviews of old and slow-moving stock in Stanley are regularly undertaken by Low - unchanged
sale. Losses senior management and appropriate action taken.
include obsolescence, shrinkage or changes in market demand such that products
are only saleable at prices that produce a loss.
FIC is the only Group business that holds significant inventories and faces
this risk in the Falkland Islands, where it is very expensive to return excess
or obsolete stock back to the UK.
PEOPLE
Loss of one or more key members of the senior management team or failure to None of the Group's businesses is reliant on the skills of any one person. The Low - unchanged
attract and retain experienced and skilled people at all levels across the wide spread of the Group's operations further dilutes the risk.
business could have an adverse impact on the business.
FIC has a reliance on being able to attract staff from overseas including many The development of tourism on St Helena has been slow and the Falkland Islands Low - decreased
from St Helena. remain an attractive location for St Helenian people to work.
Development of those locations might reduce the pool of available staff.
All Group companies are experiencing a shortage of skilled employees as the This has driven wages costs up. Moderate - unchanged
businesses grow and recover from the pandemic. In the UK, Momart has suffered
from shortages in drivers and art technicians.
Financial Review
Revenue
Group revenue of £52.5 million was broadly in line with the previous year.
Operating Profit
Underlying operating profit was £4.0 million (2023: £4.0 million).
Non-trading items in the year of £0.4 million included a £0.3 million
accrual in Momart in respect of employee-related taxes in respect of previous
years and £0.2 million in people related costs in FIC, which were partly
offset by a £0.1 million credit release relating to old credit balances in
FIC. As a consequence, the operating profit was £3.6 million
(2023: £3.9 million).
Net Finance Expense
The Group's net finance expense of £0.9 million was £1.0 million higher
than the prior year, due mainly to the difference in the fair value movement
of the Group's financial instrument to hedge against interest changes on Group
borrowings.
Reported Pre-tax Profit
Reported pre-tax profit for the year ended 31 March 2024 was £2.8 million
(2023: £4.0 million). The Group's underlying profit before tax before
non-trading items was £3.4 million (2023: £3.2 million). Non-trading
items in the year included £0.2 million adverse fair value movements on
derivative financial instruments in addition to the items referred to above in
operating income.
Taxation
Tax on current year profits decreased by £0.1 million from the prior year
due to a lower level of assets eligible for capital allowances.
Earnings per Share
Basic and diluted earnings per share ("EPS") derived from reported profits was
15.7 pence per share (2023: 24.9 pence per share). Basic and diluted EPS
derived from underlying profits was 19.4 pence per share (2023: 20.1 pence
per share). The decrease in underlying EPS is due to the increase in UK
corporation tax from 19% to 25%.
Balance Sheet
The Group's balance sheet remained strong, with total net assets growing to
£45.1 million from £44.0 million in the previous year
Net Debt 2024 2023 Change
Year ended 31 March
£'m
£'m
£'m
Bank loans (12.3) (13.3) 1.0
Cash and cash equivalents 9.7 12.8 (3.1)
Net debt (2.6) (0.5) (2.1)
Lease liabilities (6.1) (6.4) 0.3
Net debt after lease liabilities (8.7) (6.9) (1.8)
Bank loans reduced to £12.3 million (2023: £13.3 million) as a result of
scheduled loan repayments of £0.9 million. Group cash balances decreased to
£9.7 million reflecting timing differences in working capital and higher
dividends paid compared to the previous year. Consequently, net debt before
lease liabilities increased to £2.6 million (2023: £0.5 million) which
includes a mortgage on the Leyton property of £12.1 million
(2023: £12.7 million).
The Group's outstanding lease liabilities totalled £6.1 million
(2023: £6.4 million) with £4.2 million of the balance
(2023: £4.6 million) relating to the 50-year lease from Gosport Borough
Council and associated ground rent, which run until June 2061.
The net book value of the investment properties and undeveloped land of
£7.7 million (2023: £7.9 million) had a fair value of approximately
£12.8 million (2023: £12.6 million).
There were minor movements in inventory which represents stock held for sale.
Trade and other receivables of £10.9 million at 31 March 2024 were broadly
in line with the prior year (2023: £10.2 million), with a £1.6 million
increase in construction contract balances offsetting lower trade receivables.
Construction contract balances increased due to timing differences on the
finalisation and submission of applications for payment. Momart trading
activity in March was lower than last year and trade receivables outstanding
at year end were lower as a result.
Trade and other payables decreased by £2.6 million to £11.1 million
(2023: £13.7 million). The majority of the reduction was due to the timing
of a small number of large recurring payments around year end.
The Group's defined benefit pension liability decreased by £0.3 million
which was mainly due to pension payments and a transfer out of the FIC defined
benefit scheme. Finance costs on the scheme were largely offset by the
re‑measurement of the pension liability.
Cash Flows
Net cash inflow from operating activities of £2.0 million was £5.5 million
lower than the prior year. The reduction was largely due to an increase in
working capital of £4.6 million, additional tax payments of £0.8 million
and £0.3 million increase in non-trading items.
The working capital movement of £4.6 million in the year ended 31 March
2024 included a debtor of £2.2 million which was collected after the year
end. The other main difference related to large payables at 31 March 2023
which were settled in the following year.
The Group's cash flows can be summarised as follows
Year ended 31 March 2024 2023 Change
£'m
£'m
£'m
Underlying profit before tax 3.4 3.2 0.2
Depreciation & amortisation 2.6 2.6 0.0
Gain on disposal of fixed asset 0.0 (0.3) 0.3
Net interest payable 0.6 0.8 (0.2)
Underlying EBITDA* 6.6 6.3 0.3
Non-trading, cash items (0.4) (0.1) (0.3)
Decrease in Finance lease receivable 0.1 0.2 (0.1)
(Increase) / Decrease in working capital (3.2) 1.4 (4.6)
Tax paid and other (1.1) (0.3) (0.8)
Net cash inflow from operating activities 2.0 7.5 (5.5)
Financing and investing activities
Capital Expenditure (2.2) (2.0) (0.2)
Disposal of fixed assets 0.1 0.4 (0.3)
Net bank and lease liability interest paid (0.6) (0.8) 0.2
Net bank and lease liability repayments (1.6) (1.5) (0.1)
Dividends paid (0.8) (0.4) (0.4)
Net cash outflow from financing and investing activities (5.1) (4.3) (0.8)
Net cash (outflow) / inflow (3.1) 3.2 (6.3)
Cash balance b/fwd 12.8 9.6 3.2
Cash balance c/fwd 9.7 12.8 (3.1)
* EBITDA is defined as earnings before interest and tax after adding
depreciation and amortisation
Financing and Investing Activities
During the year the Group invested £2.2 million of capital expenditure,
comprising plant and equipment and vehicles.
The bank and lease repayments were higher by £0.1 million in the year with
more lease contracts in Momart.
Statement by the Directors under Section 172(1) Companies Act 2006
As an experienced Board, our intention is to behave responsibly and we
consider that we, both as individuals and as a collective Board, as
representatives of FIH group plc, during the year ended 31 March 2024 have
acted in good faith, to promote the success of the Company for the benefit of
its members as a whole, having regard to the wider stakeholders as set out in
s172 of the Companies Act.
Section 172 (1) of the Companies Act obliges the directors to promote the
success of the Company for the benefit of the Company's members as a whole.
The section specifies that the directors must act in good faith when promoting
the success of the Company and in doing so have regard (amongst other things)
to:
a) the likely consequences of any decision in the long term;
b) the interests of the Company's employees;
c) the need to foster the Company's business relationship with
suppliers, customers and others;
d) the impact of the Company's operations on the community and
environment;
e) the desirability of the Company maintaining a reputation for
high standards of business conduct; and
f) the need to act fairly as between members of the Company.
The Board is collectively responsible for the decisions made towards the
long-term success of the Company and how the strategic, operational and risk
management decisions have been implemented throughout the business is detailed
in this Strategic Report.
Stakeholder Engagement
The directors engage with the Group's stakeholders on material issues relating
to their business, taking into consideration current and future events and
principal decisions. The engagement supports the directors in understanding
the impact of their decisions and identify any material issues. This aligns
with the Group's purpose and strategy. The details of the Group's interaction
with its wider stakeholders are as follows:
Customers:
FIC demonstrates its customer focus through surveys and regular meetings with
key customers to understand their requirements and to build long-term
relationships. During the financial year ended 31 March 2024, Board members
met with the Governor of the Falkland Islands and the Chief Executive of FIG.
They also met with the UK MOD.
PHFC maintains close contact with its customer base via social media and
regularly tweets and posts information about local events of interest to the
local community and visiting tourists. PHFC also maintains close links to the
Navy based in Portsmouth.
Momart engage with industry working groups to propose and implement
sustainability improvements in delivering fine art logistics services.
Colleagues:
We have an experienced, diverse and dedicated workforce which we recognise as
a key asset of our businesses. Therefore, it is important that we continue to
create the right environment to encourage and create opportunities for
individuals and teams to realise their full potential.
We have an open, collaborative and inclusive management structure and engage
regularly with our employees. We do this through an appraisal process,
structured career conversations, employee surveys, company presentations and
away days.
Suppliers:
The Board acknowledges that a strong business relationship with suppliers is a
vital part of growth. Across the Group, we aim to build long-term
relationships with our suppliers that help ensure the continued delivery of
the high-quality services the Group provides. We are clear about our payment
practices. We expect our suppliers to adopt similar practices throughout their
supply chains to ensure fair and prompt treatment of all creditors. All
suppliers are vetted to ensure compliance with the Group's zero tolerance
approach to modern slavery.
Communities:
We are committed to supporting the communities in which we operate, including
local businesses, residents and the wider public.
In the Falkland Islands and in Gosport/Portsmouth (where PHFC provide the
ferry service), the subsidiaries of the Group work closely with local
communities. Momart, is an active and founding member of several art
communities and its employees give talks at conferences, sharing their
experiences on the import and export of artwork.
We engage with the local communities in Gosport/ Portsmouth and in the
Falkland Islands through our community donations and providing employment and
work experience opportunities.
PHFC also work closely with local government to ensure representation in local
transport developments.
Environment:
The Group is committed to doing its part to protect the local and global
environment, minimising the environmental impacts of its activities, products
and services, and to the continual improvement of its environmental
performance.
Steps already taken include:
FIC
• Use of ground heat source systems on new housing
developments and fitting solar panels.
• Elimination of plastic bags from all retail outlets and use
of paper cups, straws, and other recyclable packaging in the FIC cafes
wherever possible.
• LED lighting in offices, warehouses and retail outlets.
• Utilisation of best practice insulation methods for building
construction and renovation.
Momart
• An accredited member of the Galleries Climate Coalition, one
of only two Fine Art Shippers to have attained this level.
• Engaged a specialist consultancy to analyse all current
impacts and further develop the existing overall environmental strategy.
• Conversion of vehicles to meet the Euro 6 emissions
standard.
• LED lighting and movement sensors across all warehouse
units.
• Renewable energy from solar panels installed at the Leyton
warehouse unit 14.
• Sourcing of materials for packing cases from sustainable
sources wherever possible.
• Wood waste repurposed or burnt for energy rather than going
to landfill.
PHFC
• Installation of new exhaust cleaners on the vessels reducing
NOx and Co2 emissions.
• Smart LED lighting across the estate.
• Provision of coffee cup recycling.
• Investigation of smart apps to promote environmentally
friendly journey planning.
Governments and Regulatory Authorities
FIC's work brings us into regular contact with the MOD, FIG and local
authorities, as we deliver construction projects, repairs and other work. We
strive to be proactive and transparent, consulting with them to ensure that
our planning reflects local sensitivities.
PHFC staff attend meetings with local government members and Gosport Borough
Council.
The Momart Business Process and Compliance Manager attends industry forums,
such as Logistics UK, discussing developments in the industry with the forum
and any attending HMRC officers. The Momart Security Manager liaises with the
Civil Aviation Authority to ensure that Momart's security procedures and staff
training remain compliant.
Media
All businesses are active on social media, using X (formerly known as
Twitter), Instagram, LinkedIn and Facebook.
Non-governmental Organisations:
PHFC is a Heritage Committee member.
Momart is a member of the UK Registrars' Group, which is a non-profit
association providing a forum for the exchange of ideas and expertise between
registrars, collection managers and other museum professionals in the United
Kingdom, Europe and worldwide.
Momart representatives attend the UK Registrars' Group conference and the
European Registrars' Group conference and speak on issues such as customs
procedures, Brexit, or specialised export licences, such as the "Convention on
International Trade in Endangered Species of Wild Fauna and Flora", and
includes the import export of items made out of ivory, rosewood,
tortoiseshell, ebony and mahogany.
With over 40 years of experience and expertise in handling, transportation
and storage of art, Momart has held a Royal Warrant for work with the Royal
Collection since 1993.
Momart is a founding member of ARTIM, "The Art Transporter International
Meeting" and attends the annual conference to discuss the best practices and
the key business issues concerning the packing, transportation and movement of
works of art.
Shareholders and Analysts:
The Board places equal importance on all shareholders and recognises the
significance of transparent and effective communications with them. The
Company values the views of its shareholders, and the directors are keen to
engage and work with them so that they are aligned with the strategy for the
growth of the business.
The primary communication tool with shareholders is through the Regulatory
News Service ("RNS") on regulatory matters and matters of material substance.
The Company's website provides details of the business, investor
presentations, details of the Board and Board Committees, changes to major
shareholder information and QCA Code disclosure updates under AIM Rule 26.
Changes are published promptly on the website to enable shareholders to be
kept abreast of Company's affairs. The Company's Annual Report and Notice of
Annual General Meetings (AGM) are available to all shareholders. The Interim
Report and other investor presentations are also available on the Company's
website.
The AGM is an annual opportunity for shareholders and analysts to meet the
Board face-to-face and receive an update on the business. There is full
transparency of the voting on the resolutions at the AGM, with the Company
disclosing the proxy votes received on each resolution in the RNS released
shortly after the AGM.
Beyond the Annual General Meeting, the Chief Executive, Chief Financial
Officer and the Chairman offer to meet with all significant shareholders after
the release of the half year and full year results. The Chief Executive, Chief
Financial Officer and the Chairman are the primary points of contact and are
available to answer queries over the phone or via email from shareholders
throughout the year.
Debt Providers:
The Group has several debt facilities provided by HSBC, who are kept fully
informed on all relevant areas of the business, through regular meetings and
presentations. The relationship with HSBC dates back to the Company's
incorporation in 1997.
Maintaining High Standards of Business Conduct
FIH is incorporated in the UK and governed by the Companies Act 2006. The
Board guides management and the employees to conform with relevant statutory
and regulatory provisions in the United Kingdom and the Falkland Islands.
The Company has adopted the Quoted Companies Alliance Corporate Governance
Code 2018 which the Board believes is the most appropriate corporate
governance code for FIH. The Board recognises the importance of maintaining a
good level of corporate governance, which together with the requirements to
comply with the AIM Rules ensures that the interests of the Company's
stakeholders are safeguarded.
The Group is committed to maintaining the highest standards of ethics and
integrity in conducting its business. It is committed to operating legally,
honestly, and fairly across all the businesses within the Group and requires
all employees to carry out their duties in accordance with these principles.
The Group has a zero-tolerance attitude to bribery, fraud, dishonesty, illegal
or improper activity amongst its employees, partners, subcontractors, or
suppliers.
Accordingly, our objectives are to:
• Comply with all laws and regulations applicable to our
business activities.
• Ensure that all business activities across the Group are
conducted in an ethical manner.
• Maintain and protect the reputation of the Group with
clients, suppliers, contractors, employees, and all other parties with whom
the Group has dealings or who may be affected by our activities.
• Provide our staff with guidance on how to perform their
duties and, where appropriate, training to equip them with the skills to
identify and report any improper activities.
The Strategic Report has been approved by the Board of Directors.
Stuart Munro
Chief Executive
7 August 2024
Directors' Report
The directors present their annual report and the financial statements for the
Company and for the Group for the year ended 31 March 2024.
Results and Dividend
As set out in the Consolidated Income Statement, the Group profit for the year
after taxation amounted to £1,966,000 (2023: £3,122,000). Basic earnings
per share were 15.7 pence (2023: 24.9 pence).
The Board is pleased to announce that a final dividend of 5.5 pence per share
will be recommended for approval at the Annual General Meeting. Together with
the interim dividend of 1.25 pence paid on 12 January 2024, the proposed
dividend will take the total dividend for the year ended 31 March 2024 to
6.75 pence per share (2023: 6.5 pence).
In addition, the Board is pleased to announce that it will be recommending a
special dividend of 10 pence per share for approval at the Annual General
Meeting. The Board believes in maintaining an appropriate balance between cash
returns to shareholders and investment in the business and following a review
of the Group's net cash position, it has decided to declare a special dividend
of 10 pence per share amounting to a total of £1,251,990 to be returned to
shareholders.
Together with the interim dividend, the proposed final dividend and proposed
special dividend, the total dividend for the year ended 31 March 2024 will be
16.75 pence per share (2023: 6.5 pence).
Principal Activities
The business of the Group during the year ended 31 March 2024 was general
trading in the Falkland Islands, the operation of a passenger ferry across
Portsmouth Harbour and the provision of international arts logistics and
storage services. The principal activities of the Group are discussed in more
detail in the Strategic Report.
The principal activity of the Company is that of a holding company.
Qualifying Indemnity Provisions
A Directors' and Officers' Liability Insurance policy is maintained for all
directors and each director has the benefit of a Deed of Indemnity.
Future Developments
Details of future developments are presented within the Strategic Report.
Matters of Strategic Importance
Details of matters of strategic importance are presented within the Strategic
Report.
Financial risk management
Details of the Group's financial instruments and its policies with regard to
financial risk management are given in note 26 to the financial statements.
Directors
The directors of the Company who served during the year and to the date of
this report were as follows:
Nick Henry (appointed 14 August 2023)
Robin Williams (resigned 28 September 2023)
Stuart Munro
Reuben Shamu
Robert Johnston
Dominic Lavelle
Holger Schröder (appointed 1 June 2023)
Relevant details of the directors, which include committee memberships, are
set out on pages 21 and 22.
Directors' Interests in Shares
The interests of the directors, their immediate families and related trusts in
the shares of the Company according to the register kept pursuant to the
Companies Act 2006 were as shown below:
Ordinary shares as at 31 March 2024 Ordinary shares as at 31 March 2023
Nick Henry (appointed 14 August 2023) - -
Robin Williams (resigned 28 September 2023) n/a 5,625
Stuart Munro 4,400 4,400
Reuben Shamu - -
Robert Johnston* 3,656,553 3,656,553
Dominic Lavelle 2,000 2,000
Holger Schröder** (appointed 1 June 2023) 1,451,998 n/a
* Robert Johnston holds 60,000 shares in his own name, and
as he is also the representative of the Company's largest shareholder, "The
Article 6 Marital Trust, created under the First Amended and Restated Jerry
Zucker Revocable Trust dated 4-2-07", which holds 3,596,553 Shares, Robert
Johnston is interested in 3,656,553 shares in total, representing 29.2 percent
of the Company's 12,519,900 total voting rights.
** Holger Schröder is the representative of Janser Group
which holds 1,451,998 shares and a further 125,327 held personally by Martin
Janser, representing 12.6% of the ordinary share capital of FIH.
At 31 March 2024, Stuart Munro had 55,814 LTIP share options with an exercise
price of 10 pence, a 3-year vesting period and an expiry date of 3 December
2026. No other directors have any share options.
The exercise of LTIP awards is subject to achieving share price performance
and earnings targets which have been determined by the Remuneration Committee,
after discussion with the Company's advisers. No LTIP share options were
granted during the year.
Share Capital and Substantial Interests in Shares
During the year, no shares were issued. Further information about the
Company's share capital is given in note 25. Details of the Company's
executive share option scheme can be found in note 24.
The Company has been notified of the following interests in 3% or more of the
issued ordinary shares of the Company as at 7 August 2024:
Number of shares Percentage of shares in issue
The Article 6 Marital Trust created under the First Amended and Restated 3,596,553 28.73
Jerry Zucker Revocable Trust dated 2 April 2007
Janser Group 1,577,325 12.60
Quaero Capital Funds (Lux) - Argonaut 1,213,684 9.69
J.F.C. Watts 797,214 6.37
Fortuna Limited 505,674 4.04
Interactive Investor Services Limited 453,494 3.62
Christian Struck 440,444 3.55
Health and Safety
The Group is committed to the health, safety and welfare of its employees and
third parties who may be affected by the Group's operations. The focus of the
Group's effort is to prevent accidents and incidents occurring by identifying
risks and employing appropriate control strategies. This is supplemented by a
policy of investigating and recording all incidents. The Board reviews Health
and Safety performance at every Board meeting.
Employees
The Board is aware of the importance of good relationships and communication
with employees. The Board also recognises the importance of communication with
employees to motivate them and involve them fully in the business. Staff are
kept informed of major developments and are encouraged to discuss these
matters openly within the Company. Where appropriate, employees are consulted
about matters which affect the progress of the Group and which are of interest
and concern to them as employees.
Members of the Board regularly engage with FIC, Momart and PHFC senior
management employees to update them on Group matters and to ensure that they
feel engaged in the Group. Members of the Board also visit Momart and PHFC
regularly to engage with senior management employees. As part of the regular
communication with employees, emphasis is placed on developing greater
awareness of the financial and economic factors which affect the performance
of the Group. Employment policy and practices in the Group are based on
non-discrimination and equal opportunity irrespective of age, race, religion,
sex, gender identity, sexual orientation, colour and marital status.
In particular, the Group recognises its responsibilities towards disabled
persons and does not discriminate against them in terms of job offers,
training or career development and prospects. If an existing employee were to
become disabled during the course of employment, every practical effort would
be made to retain the employee's services with whatever retraining is
appropriate.
The Group's pension arrangements for employees are summarised in note 23.
Suppliers
Information regarding the Group's engagement with suppliers is included in the
Directors' statement under Section 172 of the Companies Act 2006.
The policy of the Company and each of its trading subsidiaries, in relation to
all its suppliers, is to settle the terms of payment when agreeing the terms
of the transaction and to abide by those terms, provided that it is satisfied
that the supplier has provided the goods or services in accordance with agreed
terms and conditions. The Group does not follow any code or standard payment
practice. As a holding company, the Company had £320,000 of trade creditors
at 31 March 2024 (2023: £6,000).
Charitable and Political Donations
Charitable donations made by the Group during the year amounted to £17,646
(2023: £15,802), these were largely paid to local community charities in the
Falkland Islands. There were no political donations in the year (2023: nil).
Greenhouse Gas Emissions
The 2018 Regulations introduced requirements under Part 15 of the Companies
Act 2006 for large unquoted companies to disclose their annual energy use and
greenhouse gas emissions, and related information. However, the Group has
applied the option permitted to exclude any energy and carbon information
relating to its subsidiaries which any subsidiary would not itself be obliged
to include if reporting on its own account. This applies to all subsidiaries
within the Group. FIH group plc itself consumes less than 40MWh and, as a low
energy user, is not required to make the detailed disclosures of energy and
carbon information but is required to state, in its relevant report, that its
energy and carbon information is not disclosed for that reason. FIH
group plc's annual energy use and greenhouse gas emissions, and related
information has not been disclosed in this annual report as it is a low energy
user.
Auditors
In accordance with Section 489 of the Companies Act 2006, a resolution for
the re-appointment of Grant Thornton UK LLP as auditors of the Company is to
be proposed at the Annual General Meeting to be held on 27 September 2024.
Disclosure of Information to the External Auditor
The directors who held office at the date of this Directors' Report confirm
that, so far as they are each aware, there is no relevant audit information of
which the Company's external auditor is unaware; and each director has taken
all the steps that they ought to have taken as a director to make themselves
aware of any relevant audit information and to establish that the Company's
external auditor is aware of that information.
Approved by the Board and signed on its behalf by:
AMBA Secretaries Limited
7 August 2024
Kenburgh Court
133-137 South Street
Bishop's Stortford
Hertfordshire
CM23 3HX
Board of Directors and Secretary
Nicolas Henry, Non-executive Chairman
Nick joined the Board on 14 August 2023 and was appointed non-executive
Chairman after the 2023 AGM. He was CEO of James Fisher & Sons plc from
2004 to 2019, a global supplier of specialist marine engineering services
across a number of different industries. Prior to that, Nick had an
international career with P&O, working in Europe, South Asia, the Far East
and Australasia. He is currently a non-executive director of Ark Topco
Limited, the holding company of Survitec Group Limited and non-executive
Chairman of Giles W. Pritchard‑Gordon & Co. Limited. Nick is a member
of the Audit and Risk and Remuneration Committees and is Chairman of the
Nominations Committee.
Stuart Munro, Chief Executive
Stuart joined the Board on 28 April 2021 as Chief Financial Officer before
taking over as Chief Executive on 14 April 2022. He qualified as a chartered
accountant with Ernst & Young and worked as a divisional finance director
in number of UK companies including Balfour Beatty, Alfred McAlpine
Infrastructure Services and FirstGroup as well as Transport for London. From
2015 until joining FIH group, Stuart provided strategic, financial and
operational consultancy to a number of medium sized Private Equity backed
services companies across a variety of sectors.
Reuben Shamu, Chief Finance Officer
Reuben joined the Board on 12 September 2022 as Chief Financial Officer. He
qualified as a chartered accountant with KPMG and worked in professional
practice for 12 years before moving into industry in 2008. For 4 years he
was a Commercial Director for the UK operations of privately-owned CP Holdings
Group, which has interests in hotels and leisure, commercial office real
estate, engineering and construction. His previous roles include Finance
Director at Sturrock and Robson Group, Financial Planning and Analysis
Director at Smiths Detection Group and Group Financial Controller at Veolia
Water UK.
Robert Johnston, Non-executive director
Robert joined the Board on 13 June 2017. He is an experienced non-executive
director and investment professional and has served on the boards of several
quoted companies in both North America and in UK, including Fyffes PLC and
Supremex Inc. Robert has been the Chief Strategy Officer and Executive Vice
President at The InterTech Group, Inc. and has over 20 years of experience
in various financial and strategic roles. He is the principal representative
of the Jerry Zucker Revocable Trust. Robert brings experience on many
transactions at both the corporate and asset level, including debt and equity,
and his experience in the finance sector will prove invaluable to developing
the Group. Robert represents the Company's largest shareholder, "The
Article 6 Marital Trust, created under the First Amended and Restated Jerry
Zucker Revocable Trust dated 4-2-07", which has a beneficial holding of
3,596,553 ordinary Shares, representing 28.7% of the Company's issued share
capital.
He is currently on the boards of Colabor Group Inc, Supremex Inc. (where he
is Chairman), Swiss Water Decaffeinated Coffee Inc and RGC Resources Inc.
Robert is a member of the Nominations and Audit and Risk Committees and is
Chairman of the Remuneration Committee.
Dominic Lavelle, Non-executive director
Dominic joined the Board on 1 December 2019. He brings to FIH a wide breadth
of corporate experience. Most recently, Dominic was Chief Financial Officer of
SDL plc from 2013 to 2018. He has over 15 years' experience as a UK plc
Main Board Director and has been Finance Director/Chief Financial Officer of
seven UK publicly traded companies including Mothercare plc, Alfred
McAlpine plc, Allders plc and Oasis plc. His experience, in both permanent
roles and turnaround and restructuring projects across several business
sectors is a great benefit to the Group, particularly with the various
business streams operated by FIC.
After graduating in Civil and Structural Engineering from the University of
Sheffield in 1984, Dominic trained with Arthur Andersen and qualified as a
chartered accountant in 1989. He is currently senior independent non-executive
director and Chairman of the Audit Committee of the AIM quoted Fulcrum Utility
Services Limited and a director of Steenbok Newco 10 SARL, a wholly owned
subsidiary of the Steinhoff Group. Dominic is a member of the Nominations and
Remuneration Committees and is Chairman of the Audit and Risk Committee.
Holger Schröder, Non-executive director
Holger joined the Board on 1 June 2023. He has over 28 years' experience
gained in a variety of predominantly Swiss companies, most recently as the CFO
and a board member of Janser Group, a family-owned real estate and investment
business based in Switzerland, where he has been for the last six years.
Janser Group controls 12.6% of the ordinary share capital of FIH (which
comprises 1,451,998 shares in FIH held by Janser Group and a further 125,327
held personally by Martin Janser). Holger is a member of the Audit and Risk,
Nominations and Remuneration Committees.
Company Secretary
AMBA Secretaries Limited
400 Thames Valley Park Drive
Reading
Berkshire
RG6 1PT
Corporate Governance Statement
Dear Shareholder,
As Chairman of the Company, my role is to ensure that the Group has both sound
corporate governance and an effective Board. My responsibilities as Chairman
include leading the Board effectively, overseeing the Group's corporate
governance model, communicating with shareholders and ensuring that good
information flows freely between the executive and non‑executive directors
in a timely manner.
The FIH group plc Board values include embedding a culture of ethics and
integrity, and the adoption of higher governance standards, to maintain its
reputation by fostering good relationships with employees, shareholders and
other stakeholders to deliver long term business success.
Beyond the Annual General Meeting, the Chief Executive and the Chief Financial
Officer offer to meet with all significant shareholders after the release of
the half year and full year results and the Chairman and the non-executive
directors are available throughout the year. The Chief Executive, Chief
Financial Officer and the Chairman are the primary points of contact for the
shareholders and are available to answer queries over the phone or via email
from shareholders throughout the year.
Quoted Companies Alliance Corporate Governance Code
The Quoted Companies Alliance Corporate Governance Code ("QCA Code") is the
Company's chosen corporate governance code to comply with.
In November 2023, the QCA published a new version of its corporate governance
code (2023 Code) which retains the structure of the previous QCA Code (2018
Code) but has evolved to keep pace with investor expectations, particularly
around ESG, internal controls, board composition and director remuneration.
Given the 2023 Code will apply to financial years commencing on or after
1 April 2024, this report sets out our approach to the 2018 Code and
governance.
The QCA Code has ten principles of corporate governance that the Company has
committed to apply within the foundations of the business.
The Company's statement in relation to the QCA Corporate Governance code can
be found on the Company's website
at: www.fihplc.com/company-profile/corporate-governance.php
The QCA principles are:
Principles Company Response
(1) Establish a strategy and business model which promote long-term value for The Group's business model and strategy is set out within the Strategic
shareholders Report.
The Group's strategy and business model are developed by the Chief Executive
and his team, and approved by the Board which has held a number of sessions
during the year dedicated to strategy. The management team, led by the Chief
Executive, is responsible for implementing the strategy and managing the
business of the Group.
(2) Seek to understand and meet shareholder needs and expectations. See the Strategic Report and website disclosures
(3) Take into account wider stakeholder and social responsibilities and their See the Strategic Report and website disclosures
implications for long-term success
(4) Embed effective risk management, considering both opportunities and threats, See section on Risk Management, Principal Risks and Impact in the Strategic
throughout the organisation Report
(5) Maintain the Board as a well-functioning balanced team led by the Chairman See 'Board of Directors and Secretary', and the Corporate Governance Statement
(6) Ensure that between them the directors have the necessary up-to-date See the Corporate Governance Statement
experience, skills and capabilities
(7) Evaluate Board performance based on clear and relevant objectives, seeking See the Corporate Governance Statement
continuous improvement
(8) Promote a corporate culture that is based on ethical values and behaviours The Board firmly believes that sustained success will best be achieved by
adhering to our corporate culture of treating all our stakeholders, including
our employees, fairly and with respect. Accordingly, in dealing with each of
the Company's principal stakeholders, we encourage our staff to operate in an
honest and respectful manner.
See website disclosures
(9) Maintain governance structures and processes that are fit for purpose and See website disclosures
support good decision-making by the Board
(10) Communicate how the Company is governed and is performing by maintaining a See the Strategic Report.
dialogue with shareholders and other relevant stakeholders
Board Directors
The Board comprises Nick Henry, the non-executive Chairman, Stuart Munro, the
full time Chief Executive, Reuben Shamu, the full time Chief Financial Officer
and three other non-executive directors, Robert Johnston, Dominic Lavelle and
Holger Schröder.
Director Independence
The Board considers itself sufficiently independent. The QCA Code suggests
that a board should have at least two independent non-executive directors. The
Board has considered each non-executive director's length of service and
interests in the share capital of the Group and considers that Nick Henry,
Holger Schröder, Robert Johnston and Dominic Lavelle are independent of the
executive management and free from any undue extraneous influences which might
otherwise affect their judgement. All Board members are fully aware of their
fiduciary duty under company law and consequently seek at all times to act in
the best interests of the Company as a whole.
Whilst the Company is guided by the provisions of the QCA Code in respect of
the independence of directors, it gives regard to the overall effectiveness
and independence of the contribution made by directors to the Board in
considering their independence, and does not consider a director's period of
service in isolation to determine this independence.
The Board acknowledges that Robert Johnston, who joined the Board on 13 June
2017, represents the Company's largest shareholder, "The Article 6 Marital
Trust, created under the First Amended and Restated Jerry Zucker Revocable
Trust dated 4-2-07", (the "Zucker Trust"), which has a beneficial holding of
3,596,553 ordinary Shares, representing circa 29% of the Company's issued
share capital. The Board has considered Mr Johnston's independence, given his
representation of this shareholding and all Board members have satisfied
themselves that they consider Mr Johnston to be independent. This is as a
consequence of (i) the fact that Mr Johnston has considerable international
investment expertise, and (ii) that the shareholding of his employer in FIH
represents only a small part of its wider portfolio, but nonetheless aligns
him with the interests of FIH shareholders generally.
The Board also acknowledges that Holger Schröder, who joined the Board on
1 June 2023, represents one of the Company's major shareholders, the Janser
Group which controls 12.6% of the Company's equity. The Board has considered
Mr Schröder's independence, given his representation of this shareholding
and all Board members have satisfied themselves that they consider
Mr Schröder to be independent. This is as a consequence of
(i) Mr Schröder being employed by the operational side of the Janser Group
and (ii) Janser Group having a division involved in the investor-side
decision making process which is separate from its operational activities,
where Mr Schröder is employed.
In line with the updates made to the 2023 Code, shareholders will be asked to
provide approval of the appointment and re-appointment of all directors at the
Annual General Meeting.
Any non-executive directors who have served on the Board for at least nine
years are subject to annual re-election.
Time Commitment of Directors
Stuart Munro, Chief Executive and Reuben Shamu, Chief Financial Officer are
the only executive directors. Nick Henry, Robert Johnston, Dominic Lavelle and
Holger Schröder have all been appointed on service contracts for an initial
term of three years. Overall, it is anticipated that non-executive directors
spend 10-15 days a year on the Group's business after the initial induction,
which includes a trip to the Group's subsidiary in the Falkland Islands.
However, the non-executive directors and the Chairman in particular, spend
significantly more time than this on the business of the Group.
All directors are expected to attend all Board meetings, the Annual General
Meeting and any extraordinary general meetings. Non-executive directors are
expected to devote additional time in respect of any ad hoc matters, such as
significant investment opportunities, responding to market changes,
consideration of any business acquisitions, and any significant recruitment or
corporate governance changes.
Skills and Qualities of Each Director
The Chairman believes that the Board has a suitable mix of skills and
competencies in order to drive the Group's strategy and is best placed to
secure the future of the Company and create long-term value for all
stakeholders. The Board has significant industry, financial, public markets
and governance experience, possessing the necessary mix of experience, skills,
personal qualities and capabilities to deliver the strategy of the Company for
the benefit of the shareholders over the medium to long-term.
The Board is kept informed of ongoing changes relating to governance and
compliance by the Company's lawyers, and of updates to AIM Rules for
companies, QCA Code, the UK Market Abuse Regulations and other statutory and
regulatory developments by Zeus Capital Limited, the Company's Nominated
Adviser and the Company Secretary. The Group's auditors, Grant Thornton, meet
with the Board as a whole twice a year and keep the Board updated with any
regulatory changes in finance and accounting.
Internal Advisory Responsibilities
The Chief Executive and the Chief Financial Officer help keep the Board up to
date on areas of new governance and liaise with the Nominated Adviser on areas
of AIM requirements, and with the Company's lawyers on areas such as Modern
Slavery, Data Protection and other legal matters. They also liaise with the
Company's tax advisers with regards to tax matters and with the Group's
auditors with respect to the application of current and new accounting
standards, and on the status on compliance generally around the Group. The
Chief Executive has frequent communication with the Chairman and is available
to other members of the Board as and when required.
Any External Advice Sought by the Board
RSM Tenon, the Group's tax advisors ensure compliance with taxation law and
transfer pricing and the Company's lawyers advised on a number of areas.
Board Meetings
The Board holds five scheduled board meetings throughout the year and ad-hoc
board meetings are scheduled as and when the business demands. Attendances of
directors at board and committee meetings convened in the year, and which they
were eligible to attend, are set out below:
Director Board Meetings Remuneration Committee Audit Committee
(8 in total, scheduled & ad-hoc) (1 in total) (5 in total)
Nick Henry (appointed 14 August 2023) 5* - 2
Robin Williams (resigned 28 September 2023) 5 1 3
Stuart Munro 8 1** 5**
Reuben Shamu 8 1** 5**
Robert Johnston 8 1* 5
Dominic Lavelle 8 1 5*
Holger Schroder (appointed 1 June 2023) 6 - 3
* Chairman
** Directors attended a number of meetings of Committees of which they were
not members during the course of the year at the invitation of the Committee
chairman.
The Nominations Committee meets on an ad-hoc basis to consider Board
composition and succession and did not meet during the year to 31 March 2024.
Board Performance Evaluation
The Company continues to monitor the performance of the Board, ensuring that
the required skill set and balance of independent non-executive directors is
present. Whilst the Company has not undertaken a formal Board evaluation in
the year, regular consideration is given by the Board to its performance to
ensure the requirements of the business are met.
Nick Henry
Non-executive Chairman
7 August 2024
Audit and Risk Committee Report
The Audit and Risk Committee comprises the four non-executive
directors: Dominic Lavelle, Robert Johnston, Holger Schröder and Nick Henry,
and is chaired by Dominic Lavelle.
Purpose and Responsibility
The purpose of the Audit and Risk Committee is:
• To ensure that the Group's accounting and financial policies
and controls are appropriate and effective;
• To review and challenge the process of identification of
risks and opportunities, and the adequacy of risk mitigation structures and
processes across the Group;
• To ensure that external auditing processes are properly
co-ordinated and work effectively and to monitor compliance with statutory
requirements for financial reporting; and
• To review the half year and annual financial statements
before they are presented to the Board for approval;
The Committee meets at least three times a year and, in the year, ended
31 March 2024, it met five times. The Group's auditors attend the meeting to
present the annual audit plan and the meeting to review the annual results.
It is the Audit and Risk Committee's role to provide formal and transparent
arrangements, to consider how to apply financial reporting under UK-adopted
International Accounting Standards, the Companies Act 2006, and the
requirements of the QCA Code and also to maintain an appropriate relationship
with the independent auditor of the Group.
The current terms of reference of the Audit and Risk Committee were reviewed
and updated in June 2023.
Activities of the Audit and Risk Committee
In the year ended 31 March 2024, the activities of the Audit and Risk
Committee included:
• Reviewing the financial reporting judgements and key
accounting estimates associated with the Group's full and half-year results;
• Reviewing and making recommendations to the Board regarding
dividends to be paid to shareholders by the Company during the course of the
year;
• Ensure that risk management procedures and controls over
financial reporting remained appropriate; and
• Reviewing and updating the Audit and Risk Committee Terms of
Reference.
Effectiveness of the External Audit Process
The Audit and Risk Committee is committed to ensuring that the external audit
process remains effective on a continuing basis by:
• Reviewing the independence of the incumbent auditor;
• Considering if the audit engagement planning, including the
team quality and numbers is sufficient and appropriate;
• Ensuring that the quality and transparency of communications
with the external auditors are timely, clear, concise and relevant and that
any suggestions for improvements or changes are constructive;
• Exercising professional scepticism, including but not
limited to, looking at contrary evidence, the reliability of evidence, the
appropriateness and accuracy of management responses to queries, considering
potential fraud and the need for additional procedures and the willingness of
the auditor to challenge management assumptions; and
• Receiving feedback from the external auditor after the full
year audit with one-to-one discussions held beforehand between the Chairman of
the Audit and Risk Committee and the audit firm partner. The Committee also
holds sessions with the external auditor without management present whenever
it deems it appropriate to do so.
External Auditor
The external auditors, Grant Thornton UK LLP, were appointed in 2023 at the
Company's Annual General Meeting. The analysis of the auditor's remuneration
is shown in note 6.
Tax advisory services are provided by RSM Tenon UK Tax and Accounting Limited.
Non-audit Services Provided by the External Auditor
The Audit and Risk Committee keeps the appointment of external auditors to
perform non-audit services for the Group under continual review. In the year
ended 31 March 2024, there were no non-audit fees paid to the auditors Grant
Thornton UK LLP (2023: £nil).
Emerging Risks
The risk management approach is subject to continuous review and updates in
order to reflect new and developing issues which might impact business
strategy. Emerging or topical risks are examined to understand their
significance to the business. Risks are identified and monitored at the Group
level and discussed at Audit and Risk Committee meetings.
Areas of Judgement and Estimation
In making its recommendation that the financial statements be approved by the
Board, the Audit and Risk Committee has taken account of the following
significant areas of estimation and judgement and judgements involving
estimation:
Long term construction contracts
Significant estimation is involved in determining the revenue and profit to be
recognised on long term contracts. This includes determining percentage
completion at the balance sheet date by estimating the total expected costs to
complete each contract along with their future profitability. These estimates
directly influence the revenue and profit that can be recognised on such
contracts.
Inventory Provisions
An inventory provision is booked when the realisable value from sale of the
inventory is estimated to be lower than the inventory carrying value, or where
the stock is slow-moving, obsolete or damaged, and is therefore unlikely to be
sold. The quantification of the inventory provision requires the use of
estimates and judgements and if actual future demand were to be lower or
higher than estimated, the potential amendments to the provisions could have a
material effect on the results of the Group.
Defined Benefit Pension Liabilities
A significant degree of estimation is involved in predicting the ultimate
benefit payments to pensioners in the FIC defined benefit pension scheme.
Actuarial assumptions have been used to value the defined benefit pension
liability (see note 23). Management have selected these assumptions from a
range of possible options following consultations with independent actuarial
advisers. The actuarial valuation includes estimates about discount rates and
mortality rates, and the long-term nature of these plans, make the estimates
subject to significant uncertainties.
There are nine pensioners currently receiving a monthly pension under the
scheme and two deferred members.
Dominic Lavelle
Chairman of the Audit and Risk Committee
7 August 2024
Remuneration Committee Report
The Remuneration Committee comprises the four non-executive directors: Robert
Johnston, Dominic Lavelle, Holger Schröder and Nick Henry, and is chaired by
Robert Johnston.
The Committee meets at least once a year to consider all material elements of
remuneration policy, share schemes and the remuneration and incentivisation of
executive directors and senior management.
The current terms of reference of the Remuneration Committee were reviewed and
updated in June 2024.
Remuneration Policy
The Group's policy is to provide remuneration packages that will attract,
retain and motivate its executive directors and senior management. This
consists of a basic salary, ancillary benefits and other performance-related
remuneration appropriate to their individual responsibilities and having
regard to the remuneration levels of comparable posts. The Remuneration
Committee determines the contract term, basic salary, and other remuneration
for the members of the Board and the senior management team.
Executive Directors - Remuneration package
The Chief Executive, Stuart Munro, participates in an annual performance
related bonus arrangement, with the potential during the year to earn up to
60% of his salary. The Chief Finance Officer, Reuben Shamu, participates in an
annual performance related bonus arrangement, with the potential during the
year to earn up to 30% of his salary. The bonuses are subject to the
achievement of specified corporate and personal objectives and are payable in
cash.
Non-Executive Directors - Fees
The Company pays non-executive directors fees which are set at a level in line
with market and appropriate to the size of the business.
Details of Directors' Remuneration and Emoluments
The remuneration of non-executive directors consists only of annual fees for
their services, both as members of the Board, and of Committees on which they
serve.
An analysis of the remuneration and taxable benefits in kind (excluding share
options) provided for and received by each director during the year to
31 March 2024 and in the preceding year is as follows:
Salary / Fees Health insurance £'000 Bonus Total Pension Contributions 2024 Total 2023 Total
£'000
£'000
£'000
£'000
£'000
£'000
Nick Henry* 38 - - 38 - 38 -
Robin Williams** 30 - - 30 - 30 60
Stuart Munro 275 1 - 276 - 276 359
Reuben Shamu 170 1 - 171 17 188 116
Jeremy Brade - - - - - - 14
John Foster - - - - - - 8
Robert Johnston 30 - - 30 - 30 30
Dominic Lavelle 33 - - 33 - 33 30
Holger Schröder*** 25 - - 25 - 25 -
Total 601 2 - 603 17 620 617
* Appointed 14 August 2023
** Resigned 28 September 2023
*** Appointed 1 June 2023
Share Options
No LTIP share options were granted during the year.
Approved for issue by the Board of Directors and signed on its behalf:
Robert Johnston
Chairman of the Remuneration Committee
7 August 2024
Statement of Directors' Responsibilities in Respect of the Annual Report and
the Financial Statements
The directors are responsible for preparing the Annual Report, Strategic
Report, Directors' Report, and the Group and Company financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company
financial statements for each financial year. Under the AIM Rules of the
London Stock Exchange, they are required to prepare the Group financial
statements in accordance with UK-adopted international accounting standards
and applicable law and they have elected to prepare the parent Company
financial statements on the same basis.
Under company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and parent Company and of the Group's profit or loss for
that period. In preparing each of the Group and parent Company financial
statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable, relevant
and reliable;
• state whether they have been prepared in accordance with
UK-adopted international accounting standards;
• assess the Group and parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease operations, or
have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent Company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
Company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They are responsible for such internal control as
they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the directors are also responsible for
preparing a Strategic Report and a Directors' Report that complies with that
law and those regulations.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Consolidated Income Statement
FOR THE YEAR ENDED 31 MARCH 2024
Notes Underlying Non-trading Total Underlying Non-trading Total
2024
Items
2024
2023
Items
2023
£'000
(Note 5)
£'000
£'000
(Note 5)
£'000
2024
2023
£'000
£'000
4 Revenue 52,460 - 52,460 52,712 - 52,712
Cost of sales (30,000) - (30,000) (31,588) - (31,588)
Gross profit 22,460 - 22,460 21,124 - 21,124
Operating expenses (18,444) (371) (18,815) (17,111) (79) (17,190)
Operating 4,016 (371) 3,645 4,013 (79) 3,934
profit / (loss)
8 Finance income 125 - 125 3 - 3
8 Finance expense (764) (244) (1,008) (798) 907 109
Profit / (loss) 3,377 (615) 2,762 3,218 828 4,046
before tax
9 Taxation (949) 153 (796) (705) (219) (924)
4 Profit / (loss) for the year attributable to equity holders of the company 2,428 (462) 1,966 2,513 609 3,122
10 Earnings per share
Basic 15.7p 24.9p
Diluted 15.7p 24.9p
The accompanying notes form part of these Financial Statements.
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Profit for the year 1,966 3,122
Amortisation of hedge reserve 13 13
17 Deferred tax on derivative financial instruments and other financial (28) (3)
liabilities
Items that are or may be reclassified subsequently to profit or loss (15) 10
23 Re-measurement of the FIC defined benefit pension scheme 99 553
17 Movement on deferred tax asset relating to the pension scheme (26) (176)
Items which will not ultimately be recycled to the income statement 73 377
Total other comprehensive income 58 387
Total comprehensive income 2,024 3,509
The accompanying notes form part of these Financial Statements.
Consolidated Balance Sheet
AT 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Non-current assets
11 Intangible assets 4,407 4,376
12 Property, plant and equipment 38,664 38,677
13 Investment properties 7,710 7,922
15 Investment in joint venture 259 259
16 Finance lease receivable 557 681
17 Deferred tax assets 428 482
26 Derivative financial instruments 1,328 1,559
Total non-current assets 53,353 53,956
Current assets
18 Inventories 6,698 6,876
19 Trade and other receivables 10,898 10,189
16 Finance lease receivable 403 397
Corporation tax receivable 89 -
20 Cash and cash equivalents 9,650 12,800
Total current assets 27,738 30,262
TOTAL ASSETS 81,091 84,243
Current liabilities
22 Trade and other payables (11,112) (13,718)
21 Interest-bearing loans and borrowings (1,535) (1,520)
Corporation tax payable (185) (599)
Total current liabilities (12,832) (15,837)
Non-current liabilities
21 Interest-bearing loans and borrowings (16,847) (18,214)
23 Employee benefits (1,647) (1,978)
17 Deferred tax liabilities (4,679) (4,215)
Total non-current liabilities (23,173) (24,407)
TOTAL LIABILITIES (36,005) (40,244)
Net assets 45,086 43,974
25 Capital and reserves
Equity share capital 1,251 1,251
Share premium account 17,590 17,590
Other reserves 703 703
Retained earnings 25,613 24,514
Hedging reserve (71) (84)
Total equity 45,086 43,974
These financial statements, of which the accompanying notes form part, were
approved by the Board of Directors on 7 August 2024 and were signed on its
behalf by:
S I Munro R Shamu
Director Director
Company Balance Sheet
AT 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Non-current assets
13 Investment properties 18,541 18,751
14 Investment in subsidiaries 26,735 26,757
19 Loans to subsidiaries 11,207 10,257
26 Derivative financial instruments 1,328 1,559
Total non-current assets 57,811 57,324
Current assets
19 Trade and other receivables 30 11
Corporation tax receivable - 189
20 Cash and cash equivalents 2,639 3,307
Total current assets 2,669 3,507
TOTAL ASSETS 60,480 60,831
Current liabilities
22 Trade and other payables (7,026) (5,939)
Corporation tax payable (185) -
21 Interest-bearing loans and borrowings (529) (529)
Total current liabilities (7,740) (6,468)
Non-current liabilities
21 Interest-bearing loans and borrowings (11,094) (11,617)
17 Deferred tax (1) (391)
Total non-current liabilities (11,095) (12,008)
TOTAL LIABILITIES (18,835) (18,476)
Net assets 41,645 42,355
25 Capital and reserves
Equity share capital 1,251 1,251
Share premium account 17,590 17,590
Other reserves 5,389 5,389
Retained earnings 17,486 18,209
Hedging reserve (71) (84)
Total equity 41,645 42,355
As permitted by Section 408 of the Companies Act 2006, a separate profit and
loss account of the Parent Company has not been presented. The Parent
Company's profit for the financial year is £214,000 (2023: profit of
£440,000).
These financial statements, of which the accompanying notes form part, were
approved by the Board of Directors on 7 August 2024 and were signed on its
behalf by:
S I Munro R Shamu
Director Director
Registered company number: 03416346
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Cash flows from operating activities
Profit for the year after taxation 1,966 3,122
Adjusted for:
Cash items:
Bank interest payable 403 424
Bank interest receivable (125) -
Non-cash items:
11 Amortisation 20 10
12 Depreciation: Property, plant and equipment 2,337 2,420
13 Depreciation: Investment properties 219 210
23 Interest cost on pension scheme liabilities 87 70
24 Equity-settled share-based payment (income) / expenses (93) 41
Fair value movement in derivative financial instrument 244 (907)
Loss / (gain) on disposal of property, plant and equipment 35 (337)
Exchange losses on cash balances 19 26
Lease liability finance expense 274 304
Decrease in finance lease receivable 118 158
Corporation and deferred tax expense 796 924
Cash and non-cash items 4,334 3,343
Operating cash flow before changes in working capital 6,300 6,465
Increase in trade and other receivables (709) (2,198)
Decrease / (increase) in inventories 178 (136)
(Decrease) / increase in trade and other payables (2,606) 3,748
Changes in working capital (3,137) 1,414
Cash generated from operations 3,163 7,879
23 Payments to pensioners (319) (101)
Corporation taxes paid (835) (243)
Net cashflow from operating activities 2,009 7,535
Cash flows from investing activities
12 Purchase of property, plant and equipment (2,154) (1,859)
11 Purchase of Intangibles (51) (115)
13 Purchase of investment properties (7) (10)
Bank interest receivable 125 -
Proceeds from sale of property, plant and equipment 53 378
Net cash flow from investing activities (2,034) (1,606)
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Cash flow from financing activities
Repayment of bank loans (929) (928)
Bank interest paid (403) (424)
Repayment of lease liabilities principal (681) (618)
Lease liabilities interest paid (274) (304)
Dividends paid (819) (401)
Net cash flow from financing activities (3,106) (2,675)
Net (decrease) / increase in cash and cash equivalents (3,131) 3,254
Cash and cash equivalents at start of year 12,800 9,572
Exchange losses on cash balances (19) (26)
Cash and cash equivalents at end of year 9,650 12,800
The accompanying notes form part of these Financial Statements.
Company Cash Flow Statement
FOR THE YEAR ENDED 31 MARCH 2024
Notes 2024 2023
£'000
£'000
Cash flows from operating activities
Company profit for the year 214 440
Adjusted for:
Bank interest receivable (125) -
Bank interest payable 362 368
Fair value movement in financial derivative instrument 244 (907)
Equity-settled share-based payment expenses (71) 47
13 Depreciation: Investment properties 210 210
Corporation and deferred tax expense 116 250
Cash and non-cash items 736 (32)
Operating cash flow before changes in working capital 950 408
(Increase) / decrease in trade and other receivables (19) 34
Decrease in trade and other payables (65) (95)
Changes in working capital (84) (61)
Cash generated from operations 866 347
Corporation taxes paid (157) (105)
Net cash flow from operating activities 709 242
Cash flow from investing activities
Purchase of property, plant and equipment - (5)
Bank interest receivable 125 -
Net cash flow from investing activities 125 (5)
Cash flow from financing activities
Bank loan repaid (523) (522)
Interest paid (362) (368)
Cash (outflows) / inflows in inter-company borrowing (950) 185
Cash inflows / (outflows) in inter-company borrowing 1,152 (200)
Dividends paid (819) (401)
Net cash flow from financing activities (1,502) (1,306)
Net decrease in cash and cash equivalents (668) (1,069)
Cash and cash equivalents at start of year 3,307 4,376
Cash and cash equivalents at end of year 2,639 3,307
The accompanying notes form part of these Financial Statements.
Consolidated Statement of Changes in Shareholders' Equity
FOR THE YEAR ENDED 31 MARCH 2024
Equity share capital Share premium account Other reserves Retained earnings Hedge reserve Total equity
£'000
£'000
£'000
£'000
£'000
£'000
Balance at 1 April 2022 1,251 17,590 703 21,378 (97) 40,825
Profit for the year - - - 3,122 - 1,485
Amortisation of hedge reserve - - - - 13 13
Deferred tax on derivative financial instruments and other financial - - - (3) - (3)
liabilities
Re-measurement of the defined benefit pension liability, net of tax - - - 377 - 377
Total comprehensive income - - - 3,496 13 3,509
Transactions with owners in their
capacity as owners:
Share based payments - - - 41 - 41
Dividends paid - - - (401) - (401)
Total transactions with owners - - - (360) - (360)
Balance at 31 March 2023 1,251 17,590 703 24,514 (84) 43,974
Profit for the year - - - 1,966 - 1,966
Amortisation of hedge reserve - - - - 13 13
Deferred tax on derivative financial instruments and other financial - - - (28) - (28)
liabilities
Re-measurement of the defined - - - 73 - 73
benefit pension liability, net of tax
Total comprehensive income - - - 2,011 13 2,024
Transactions with owners in their capacity as owners:
Share based payments - - - (93) - (93)
Dividends paid - - - (819) - (819)
Total transactions with owners - - - (912) - (912)
Balance at 31 March 2024 1,251 17,590 703 25,613 (71) 45,086
The accompanying notes form part of these Financial Statements.
Company Statement of Changes in Shareholders' Equity
FOR THE YEAR ENDED 31 MARCH 2024
Equity share Share premium account Other reserves Retained earnings Hedge reserve Total
capital
£'000
£'000
£'000
£'000
equity
£'000
£'000
Balance at 1 April 2022 1,251 17,590 5,389 18,128 (97) 42,261
Profit for the year - - - 440 - 440
Amortisation of hedge reserve - - - - 13 13
Total comprehensive income - - - 440 13 453
Transactions with owners in their capacity as owners:
Share based payments - - - 42 - 42
Dividends paid - - - (401) - (401)
Total transactions with owners - - - (359) - (359)
Balance at 31 March 2023 1,251 17,590 5,389 18,209 (84) 42,355
Profit for the year - - - 214 - 214
Deferred tax on derivative financial instrument and other financial - - - (25) - (25)
liabilities
Amortisation of hedge reserve - - - - 13 13
Total comprehensive expense - - - 189 13 202
Transactions with owners in their capacity as owners
Share based payments - - - (93) - (93)
Dividends paid - - - (819) - (819)
Total transactions with owners - - - (912) - (912)
Balance at 31 March 2024 1,251 17,590 5,389 17,486 (71) 41,645
The accompanying notes form part of these Financial Statements.
Notes to the Financial Statements
1. Accounting policies
General information
FIH group plc (the "Company") is a public company limited by shares
incorporated and domiciled in the UK.
Reporting entity
The Group financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The Parent Company
financial statements present information about the Company as a separate
entity and not about its Group. The consolidated financial statements of the
Group for the year ended 31 March 2024 were authorised for issue in
accordance with a resolution of the directors on 7 August 2024.
Basis of preparation
The financial information set out above does not constitute the Group's
statutory accounts for the years ended 31 March 2024 or 2023 but is derived
from those accounts. Statutory accounts for the year ended 31 March 2023 have
been delivered to the registrar of companies, and those for the year ended 31
March 2024 will be delivered in due course. The auditor has reported on those
accounts; their reports were (i) unqualified, (ii) did not include a reference
to any matters to which the auditor drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under section
498 (2) or (3) of the Companies Act 2006. These condensed preliminary
financial statements have been prepared in accordance with the recognition and
measurement requirements of UK-adopted international financial reporting
standards in conformity with the requirements of the Companies Act 2006, in
line with the Group's statutory accounts.
Both the Parent Company financial statements and the Group financial
statements have been prepared in accordance with UK-adopted International
Accounting Standards ("Adopted IFRS"). On publishing the Parent Company
financial statements together with the Group financial statements, the Company
is taking advantage of the exemption in s408 of the Companies Act 2006 not to
present its individual income statement and related notes that form a part of
the approved financial statements.
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in these consolidated financial
statements.
Judgements made by the directors in the application of these accounting
policies that have a significant effect on the financial statements and
estimates with a significant risk of material adjustment next year are
discussed in note 30.
The financial statements are presented in pounds sterling, rounded to the
nearest thousand and are prepared on the historical cost basis, as modified by
the revaluation of certain financial instruments held at fair value.
The cash flows between the parent Company and its subsidiaries have been
classified as either financing or investing activities, depending on whether
they relate to subsidiaries in a net payable or net receivable position
respectively.
Going concern
The directors are responsible for preparing a going concern assessment
covering a period of at least 12 months with the directors having assessed
the period to 31 March 2026 (the going concern period). The financial
statements have been prepared on a going concern basis which the directors
consider to be appropriate for the following reasons.
As at 31 March 2024 the Group had net current assets of £14.9 million, cash
balances of £9.7 million and net debt of approximately £7.4 million.
Cash flow forecasts for the Group have been prepared covering the going
concern period and the directors have considered downside scenarios to the
base case forecasts to reflect emerging risks and uncertainties as a result of
global economic conditions. Both base and sensitised forecasts indicate that
the business has sufficient funds to meet liabilities and comply with
covenants within the going concern period.
Consequently, the directors are confident that the Group and Company will have
sufficient funds to continue to meet its liabilities as they fall due within
the going concern period.
Basis of consolidation
The consolidated financial statements comprise the financial statements of FIH
group plc and its subsidiaries (the "Group"). A subsidiary is any entity FIH
group plc has the power to control. Control is determined by FIH group plc's
exposure or rights, to variable returns from its involvement with the
subsidiary and the ability to affect those returns through its power over the
subsidiary. The financial statements of subsidiaries are prepared for the same
reporting period as the Parent Company. The accounting policies of
subsidiaries have been changed, when necessary, to align them with the
policies adopted by the Group.
Subsidiaries are consolidated from the date on which control is transferred to
the Group and cease to be consolidated from the date on which control is
transferred out of the Group.
All intra-company balances and transactions, including unrealised profits
arising from intra-group transactions, are eliminated in full in preparing the
consolidated financial statements. Investments in subsidiaries within the
Company balance sheet are stated at impaired cost.
Presentation of income statement
Due to the non-prescriptive nature under IFRS as to the format of the income
statement, the format used by the Group is explained below.
Operating profit is the pre-finance profit of continuing activities and
acquisitions the Group, and in order to achieve consistency and comparability,
is analysed to show separately the results of normal trading performance
("underlying profit"), individually significant charges and credits, changes
in the fair value of financial instruments and non-trading items. Such items
arise because of their size or nature.
In the year ended 31 March 2024, non-trading items were made up of £228,000
redundancy costs and £310,000 liabilities for PAYE and national insurance
payments. In the year ended 31 March 2023, non-trading items were made up of
£79,000 of redundancy costs. Non-trading items also included a credit release
of £167,000 relating to old credit balances in FIC. Fair value movements on
hedging items are included as a non-trading finance income/cost.
Foreign currencies
Transactions in foreign currencies are translated to the functional currencies
of Group entities at exchange rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are
retranslated to the functional currency using the relevant rates of exchange
ruling at the balance sheet date and the gains or losses thereon are included
in the income statement.
Non-monetary assets and liabilities are translated using the exchange rate at
the date of the initial transaction.
Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated
depreciation and impairment losses. Cost comprises purchase price and directly
attributable expenses. Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment. The estimated useful lives are as follows:
Right to use assets 5 - 50 years
Freehold buildings 20 - 50 years
Long leasehold land and buildings 50 years
Vehicles, plant and equipment 4 - 10 years
Ships 15 - 30 years
The carrying value of assets and their useful lives are reviewed, and adjusted
if appropriate, at each balance sheet date. If an indication of impairment
exists, the assets are written down to their recoverable amount and the
impairment is charged to the income statement in the period in which it
arises. Freehold land and assets under construction are not depreciated.
Investment properties - Group
Investment properties are properties held either to earn rental income or for
capital appreciation or for both. Investment properties are measured at cost
less accumulated depreciation and impairment losses. Cost comprises purchase
price and directly attributable expenses. Depreciation is charged to the
income statement on a straight-line basis over the estimated useful lives of
each property. The investment property portfolio in the Falkland Islands
consists mainly of properties built by FIC, and these and the properties
purchased are depreciated over an estimated useful life of 50 years.
Investment properties - Company
The investment property in the Company consists of the Leyton site purchased
in December 2018, with five warehouses which are rented to Momart. The
purchase price allocated to land has not been depreciated, and the purchase
price allocated to each property has been depreciated on a straight-line basis
over the expected useful life, after consideration of the age and condition of
each property, down to an estimated residual value of nil.
The carrying value of assets and their useful lives are reviewed, and adjusted
if appropriate, at each balance sheet date. If an indication of impairment
exists, the assets are written down to their recoverable amount and the
impairment is charged to the income statement in the period in which it
arises. Freehold land is not depreciated.
Joint Ventures
Jointly controlled entities are those entities over whose activities the Group
has joint control, established by contractual agreement and requiring the
joint venture partners' unanimous consent for strategic financial and
operating decisions. FIH group plc has joint control over an investee when it
has exposure or rights to variable returns from its involvement with the joint
venture and has the ability to affect those returns through its joint power
over the entity.
Jointly controlled entities are accounted for using the equity method (equity
accounted investees) and are initially recognised at cost. The consolidated
financial statements include the Group's share of the total comprehensive
income and equity movements of equity accounted investees, from the date that
significant influence or joint control commences until the date that
significant influence or joint control ceases. When the Group's share of
losses exceeds its interest in an equity accounted investee, the Group's
carrying amount is reduced to nil and recognition of further losses is
discontinued except to the extent that the Group has incurred legal or
constructive obligations or made payments on behalf of an investee.
Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and businesses.
Acquisitions prior to 1 April 2006
In respect of acquisitions prior to transition to IFRS, goodwill is recorded
on the basis of deemed cost, which represents the amount recorded under
previous Generally Accepted Accounting Principles ("GAAP") as at the date of
transition. Goodwill is not amortised but reviewed for impairment annually, or
more frequently, if events or changes in circumstances indicate that the
carrying value may be impaired. At 31 March 2023, all goodwill arising on
acquisitions prior to 1 April 2006 has either been offset against other
reserves on acquisition, or written off through the income statement as an
impairment in prior years.
Acquisitions on or after 1 April 2006
Goodwill on acquisition is initially measured at cost, being the excess of the
cost of the business combination over the acquirer's interest in the fair
value of the identifiable assets, liabilities and contingent liabilities of
the acquired business. Following initial recognition, goodwill is measured at
cost less any accumulated impairment losses. Goodwill is not amortised but
reviewed for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. Amortisation
is charged to the income statement on a straight-line basis over the estimated
useful lives of intangible assets unless such lives are indefinite. Other
intangible assets are amortised from the date they are available for use. In
the year ended 31 March 2014, the directors reviewed the life of the brand
name at Momart and after considerations of its strong reputation in a niche
market and its history of stable earnings and cash flow, which is expected to
continue into the foreseeable future, determined that its useful life is
indefinite, and amortisation ceased from 1 October 2013.
Computer software
Acquired computer software is capitalised as an intangible asset on the basis
of the cost incurred to acquire and bring the specific software into use.
Amortisation is charged to the income statement on a straight-line basis over
the estimated useful lives of intangible assets from the date that they are
available for use. The estimated useful life of computer software is seven
years.
Impairment of non-financial assets
At each reporting date the Group assesses whether there is any indication that
an asset may be impaired. Goodwill and intangible assets with indefinite lives
are tested for impairment, at least annually. Where an indicator of impairment
exists or the asset requires annual impairment testing, the Group makes a
formal estimate of the recoverable amount. Where the carrying amount of an
asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. Impairment losses are recognised in
the income statement.
Recoverable amount is the greater of an asset's or cash-generating unit's fair
value, less cost to sell or value in use. It is determined for an individual
asset, unless the asset's value in use cannot be estimated and it does not
generate cash inflows that are largely independent of those from other assets
or groups of assets, in which case the recoverable amount is determined for
the cash-generating unit to which the asset belongs. In assessing value in
use, the estimated future cash flows are discounted to their present value
using a discount rate that reflects current market assessments of the time
value of money and risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other
assets, impairment losses are reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Finance income and expense
Net financing costs comprise interest payable and interest receivable which
are recognised in the income statement. Interest income and interest payable
are recognised as a profit or loss as they accrue, using the effective
interest method.
Employee share awards
The Group provides benefits to certain employees (including directors) in the
form of share-based payment transactions, whereby the recipient renders
service in return for shares or rights over future shares ("equity settled
transactions"). The cost of these equity settled transactions with employees
is measured by reference to an estimate of their fair value at the date on
which they were granted using an option input pricing model taking into
account the terms and conditions upon which the options were granted. The
amount recognised as an expense is adjusted to reflect the actual number of
share options for which the related service and non-market performance
conditions are expected to be met, such that the amount ultimately recognised
as an expense is based on the number of share options that meet the related
service and non-market performance conditions at the vesting date. For
share-based payment awards with market performance vesting conditions, the
grant date fair value of the share-based payments is measured to reflect such
conditions and there is no true up for differences between expected and actual
outcomes.
The cost of equity settled transactions is recognised, together with a
corresponding increase in reserves, over the period in which the performance
conditions are fulfilled, ending on the date that the option vests. Where the
Company grants options over its own shares to the employees of subsidiaries,
it recognises, in its individual financial statements, an increase in the cost
of investment in its subsidiaries equal to the equity settled share-based
payment charge recognised in its consolidated financial statements with the
corresponding credit being recognised directly in equity.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
includes all costs incurred in bringing each product to its present location
and condition. The cost of raw materials, consumables and goods for resale
comprises purchase cost, on a weighted average basis and where applicable
includes expenditure incurred in transportation to the Falkland Islands.
Work-in-progress and finished goods cost includes direct materials and labour
plus attributable overheads based on a normal level of activity.
Construction-in-progress is stated at the lower of cost and net realisable
value. Net realisable value is estimated at selling price in the ordinary
course of business less costs of disposal.
Pensions
Defined contribution pension schemes
The Group operates defined contribution schemes at PHFC and Momart, and at FIC
employees are enrolled in the Falkland Islands Pension Scheme ("FIPS"). The
assets of all these schemes are held separately from those of the Group in
independently administered funds. The amount charged to the income statement
represents the contributions payable to the schemes in respect to the
accounting period.
Defined benefit pension schemes
The Group has one pension scheme providing benefits based on final pensionable
pay, which is unfunded and closed to further accrual. The Group's net
obligation in respect of the defined benefit pension plan is calculated by
estimating the amount of future benefit that employees have earned in return
for their service in the current and prior periods; that benefit is discounted
to its present value. The liability discount rate is the yield at the balance
sheet date on AA credit-rated bonds that have maturity dates approximating the
terms of the Group's obligations. The calculation is performed by a qualified
actuary using the projected unit credit method.
The current service cost and costs from settlements and curtailments are
charged against operating profit. Past service costs are recognised
immediately within profit and loss. The net interest cost on the defined
benefit liability for the period is determined by applying the discount rate
used to measure the defined benefit obligation at the end of the period to the
net defined benefit liability at the beginning of the period. It takes into
account any changes in the net defined benefit liability during the period.
Re-measurements of the defined benefit pension liability are recognised in
full in the period in which they arise in the statement of comprehensive
income.
Trade and other receivables
Trade receivables are initially recorded at transaction price and are
subsequently carried at amortised cost, less provision for impairment. Any
change in their value through impairment or reversal of impairment is
recognised in the income statement.
Trade and other payables
Trade and other payables are stated at their cost less payments made.
Dividends
Dividends unpaid at the balance sheet date are only recognised as liabilities
at that date to the extent that they are appropriately authorised and are no
longer at the discretion of the Company.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash balances and call
deposits with an original maturity of three months or less.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less
directly attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the income statement
over the period of the borrowings on an effective interest basis.
Taxation
Taxation on the profit or loss for the year comprises current and deferred
tax. Current tax is recognised in the income statement, except to the extent
that it relates to items recognised directly in equity, in which case it is
recognised directly in equity or in other comprehensive income. Current tax is
the expected tax payable on the taxable income for the year, using tax rates
enacted, or substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet method, providing for
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
The following temporary timing differences are not recognised:
• Goodwill not deductible for tax purposes; and
• Initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither
accounting nor taxable profits.
• Temporary differences related to investments in
subsidiaries, to the extent that it is probable that they will not reverse in
the foreseeable future.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable
that the related tax benefit will be realised. Deferred tax is recognised at
the tax rates that are expected to be applied to the temporary differences
when they reverse, based on rates that have been enacted or substantially
enacted by the reporting date.
Cash-flow hedges
The effective portions of changes in the fair values of derivatives that are
designated and qualify as cash-flow hedges are recognised in equity. The gain
or loss to any ineffective portion is recognised immediately in the income
statement. Amounts accumulated in the hedging reserve are recycled to the
income statement in the periods when the hedged items will affect profit or
loss.
Revenue recognition
IFRS 15 Revenue, requires revenue to be recognised under a 'five-step'
approach when a customer obtains control of goods or services in line with the
performance obligations identified on the contract. Under IFRS 15, revenue
recognition must reflect the standard's five-step approach which requires the
following:
• Identification of the contract with the customer;
• Identification of the performance obligations in the
contract;
• Determination of the transaction price;
• Allocation of the transaction price to the performance
obligations;
• Recognition of the revenue when (or as) each performance
obligation is satisfied.
In accordance with the standard, revenue is recognised, net of discounts, VAT,
Insurance Premium Tax and other sales related taxes, either at the point in
time a performance obligation has been satisfied or over time as control of
the asset associated with the performance obligation is transferred to the
customer.
For all contracts identified, the Group determines if the arrangement with the
customer creates enforceable rights and obligations. For contracts with
multiple components to be delivered, such as the inbound and outbound leg of
moving art exhibitions as well as delivering, handling and administration
services, management applies judgement to consider whether those promised
goods and services are:
• distinct - to be accounted for as separate performance
obligations;
• not distinct - to be combined with other promised goods or
services until a bundle is identified that is distinct; or
• part of a series of distinct goods and services that are
substantially the same and have the same pattern of transfer to the customer.
At contract inception the total transaction price is identified, being the
amount to which the Group expects to be entitled and to which it has present
enforceable rights under the contract. Once the total transaction price is
determined, the Group allocates this to the identified performance obligations
in proportion to their relative standalone selling prices and revenue is then
recognised when (or as) those performance obligations are satisfied.
Discounts are allocated proportionally across all performance obligations in
the contract unless directly observable evidence exists that the discount
relates to one or more, but not all, performance obligations.
For each performance obligation, the Group determines if revenue will be
recognised over time or at a point in time. For each performance obligation to
be recognised over time, the Group applies a revenue recognition method that
faithfully depicts the Group's performance in transferring control of the
goods or services to the customer. This decision requires assessment of the
nature of the goods or services that the Group has promised to transfer to the
customer.
Revenue streams of the Group
The revenues streams of the Group have been analysed and considered in turn.
Retail revenues arising from the sale of goods and recognised at the point of
sale
The retail revenues in the Falkland Islands arise from the sale of goods in
the retail outlets and the sale of vehicles and parts at Falklands 4x4, are
recognised at the point of sale, which is usually at the till, when the goods
are paid for by cash or credit or debit card. A finance lease receivable
arises on the sale of goods when the Group provides finance for the purchases
as the Group is considered under IFRS 16, to be a dealer lessor.
Housing revenue is generally recognised on completion of the single
performance obligation of supplying a house, once the keys are handed over on
legal completion. However, larger contracts such as the construction of houses
for FIG are treated as long term construction contracts as detailed below.
Transportation of art
In the UK, Momart earns revenue from fine art logistical services (transport,
installations or de-installations) and storage services. Revenue is recognised
for logistical services completed. Momart classifies this income into either
Museum Exhibitions revenue, which includes the income from UK and
International museums, or Gallery Services revenue, which includes revenue
earned from art galleries and auction houses. Inbound and outbound
installations are treated as separate obligations. Revenue is recognised when
the service is completed.
Revenues arising from the rendering of services and recognised over a period
of time
Storage of art
Storage revenue is recognised according to the time in storage, as reflected
in storage agreements.
Long term construction contracts
Revenue from long term construction contracts is recognised under IFRS 15 by
the application of the input method on the basis that the nature of the
construction contracts which the Group typically enters into is such that work
performed creates or enhances an asset which the customer controls.
Construction contract revenue is measured using the direct measurement of the
goods or services provided to date, including materials and labour.
Un-invoiced amounts are presented as contract assets and amounts invoiced in
advance of delivery are presented as contract liabilities.
Where a modification is required, the Group assesses the nature of the
modification and whether it represents a separate performance obligation
required to be satisfied by the Group or whether it is a modification to the
existing performance obligation.
Other revenues recognised over time
Other revenues recognised over time, include rental income from the rental
property portfolio at FIC, which is recognised monthly as the properties are
occupied, and car hire income which is recognised over the hire period.
The majority of revenues recognised immediately from the rendering of services
arise from the PHFC fare income, which is taken on a daily basis for daily
tickets. Season tickets are available, however the revenue earned from these
is negligible as most passengers purchase daily tickets. Quarterly and monthly
season tickets are recognised over the life of the ticket with a balance held
in deferred income.
Other revenues arising from the rendering of services and recognised
immediately include:
• Agency services provided to cruise or fishing vessels for
supplying provisions, trips to and from the airport and medical evacuations;
• Third party port services;
• Car maintenance revenue, which generally arises on short
term jobs;
• Penguin travel income earned from tourist tours and airport
trips, which is recognised on the day of the tour or airport trip;
• Third party freight revenue, which is recognised when the
ship arrives in the Falkland Islands;
• Insurance commission earned by FIC for providing insurance
services in the Falkland Islands under the terms of an agency agreement with
Caribbean Alliance. The insurance commission is recognised in full on
inception of each policy, offset by a refund liability held within accruals,
for the expected refunds over the next year calculated from a review of the
historic refunded premiums.
IFRS 9 Financial instruments
Impairment
Financial assets, which include trade debtors and finance lease receivables,
are held initially at cost. IFRS 9 mandates the use of an expected credit
loss model to calculate impairment losses rather than an incurred loss model,
and therefore it is not necessary for a credit event to have occurred before
credit losses are recognised.
The Group has elected to measure loss allowances utilising
probability-weighted estimates of credit losses for trade receivables at an
amount equal to lifetime expected credit losses.
IFRS 16 Leases
The Group has applied IFRS 16 in accounting for leases as follows.
At inception of a contract, the Group assesses whether it is, or contains, a
lease. A contract is, or contains, a lease if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the
use of an identified asset, the Group uses the definition of a lease in
IFRS 16.
IFRS 16 determines whether a contract contains a lease on the basis of
whether the customer has the right to control the use of an identified asset
for a period of time in exchange for consideration. This is in contrast to the
focus on 'risks and rewards' in IAS 17. The Group applies the definition of a
lease and related guidance set out in IFRS 16 to all lease contracts entered
into or changed on or after 1 January 2019 (whether it is a lessor or a
lessee in the lease contract).
(a) As a lessee
The Group:
a) Recognises right-of-use assets and lease liabilities in the
consolidated statement of financial position, initially measured at the
present value of the future lease payments;
b) Recognises depreciation of right-of-use assets and interest on
lease liabilities in the consolidated statement of profit or loss;
c) Separates the total amount of cash paid into a principal
portion (presented within financing activities) and interest (presented within
financing activities) in the consolidated statement of cash flows.
Lease incentives (e.g. rent-free periods) are recognised as part of the
measurement of the right-of-use assets and lease liabilities.
For short-term leases (lease term of 12 months or less) and leases of
low-value assets (which includes tablets and personal computers, small items
of office furniture and telephones), the Group has opted to recognise a lease
expense on a straight- line basis as permitted by IFRS 16. This expense is
presented within 'other expenses' in profit or loss.
Right-of-use assets are tested for impairment in accordance with IAS 36 as
specified by IFRS16.
(b) As a lessor
In accordance with IFRS 16, leases where the Group is a lessor continue to be
classified as either finance leases or operating leases and are accounted for
differently.
When goods are purchased on finance, a finance lease receivable is recorded in
FIC and the goods are removed from the balance sheet when the finance lease
agreements are signed and instead, a receivable due from the customer is
recorded, as the title of the vehicle, or other goods, such as furniture,
white goods or other electrical items, are deemed to have passed to the
customer at that point.
Finance lease receivables are shown in the balance sheet under current assets
to the extent they are due within one year, and under non-current assets to
the extent that they are due after more than one year, and are stated at the
value of the net investment in the agreements. Finance lease income is
allocated to accounting periods so as to reflect a constant periodic rate of
return on the Group's net investment outstanding in respect of the leases.
The FIC rental property agreements which are only ever for a maximum of
12 months, and with titles that will never pass to the customer, continue to
be classified as operating leases. Rental income from operating leases is
recognised on a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognised on a
straight-line basis over the lease term. The rental property portfolio, which
is held for leasing out under operating leases is included in investment
property at cost less accumulated depreciation and impairment losses.
Standards and revisions not yet adopted in the year to 31 March 2024
No standards not yet adopted are expected to have any significant impact on
the financial statements of the Group or Company.
2. Segmental Information Analysis
The Group is organised into three operating segments, and information on these
segments is reported to the chief operating decision maker ('CODM') for the
purposes of resource allocation and assessment of performance. The CODM has
been identified as the executive directors.
The operating segments offer different products and services and are
determined by business type: goods and essential services in the Falkland
Islands, the provision of ferry services and art logistics and storage.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during the period to
acquire property, plant and equipment and intangible assets other than
goodwill and any other assets purchased through the acquisition of a business.
2024 General Trading (Falkland Islands) Ferry Art Logistics Unallocated Total
£'000
Services
and Storage
£'000
£'000
(Portsmouth)
(UK)
£'000
£'000
Revenue 29,028 4,177 19,255 - 52,460
Segment operating profit before non-trading items 1,766 856 1,394 - 4,016
Non-trading items (53) (8) (310) - (371)
Profit before net financing costs 1,713 848 1,084 - 3,645
Finance income 38 38 49 - 125
Finance expense (87) (255) (422) (244) (1,008)
Segment profit before tax 1,664 631 711 (244) 2,762
Assets and liabilities
Segment assets 35,959 9,602 31,533 3,997 81,091
Segment liabilities (10,916) (6,757) (17,568) (764) (36,005)
Segment net assets 25,043 2,845 13,965 3,233 45,086
Other segment information
Capital expenditure:
Property, plant and equipment 1,333 364 715 - 2,412
Investment properties 7 - - - 7
Computer software - - 51 - 51
Total Capital expenditure 1,340 364 766 - 2,470
Depreciation and amortisation:
Property, plant and equipment 854 353 268 213 1,688
Investment properties 219 - - - 219
Computer software - - 20 - 20
Right of use assets - 146 479 24 649
Total Depreciation and Amortisation 1,073 499 767 237 2,576
Underlying profit
Segment operating profit before non-trading items 1,766 856 1,394 - 4,016
Interest income 38 38 49 - 125
Interest expense (87) (255) (422) - (764)
Underlying profit before tax 1,717 639 1,021 - 3,377
2023 General Trading (Falkland Islands) Ferry Art Logistics and Storage (UK) Unallocated Total
£'000
Services
£'000
£'000
£'000
(Portsmouth)
£'000
Segment operating profit before non-trading items 1,955 608 1,450 - 4,013
Non-trading items - - (79) - (79)
Profit before net financing costs 1,955 608 1,371 - 3,934
Finance income - - 3 907 910
Finance expense (70) (287) (441) - (798)
Segment profit before tax 1,885 321 933 907 4,046
Assets and liabilities
Segment assets 35,933 9,519 33,889 4,877 84,218
Segment liabilities (12,954) (7,341) (19,364) (585) (40,244)
Segment net assets 22,979 2,178 14,525 4,292 43,974
Other segment information
Capital expenditure:
Property, plant and equipment 1,115 205 539 - 1,859
Investment properties 10 - - - 10
Computer software 81 - 34 - 115
Total Capital expenditure 1,206 205 573 - 1,984
Depreciation and amortisation:
Property, plant and equipment 1,192 317 256 - 1,765
Investment properties 210 - - - 210
Computer software - - 10 - 10
Right of use assets 39 101 515 - 655
Total Depreciation and Amortisation 1,441 418 781 - 2,640
Underlying profit
Segment operating profit before non-trading items 1,955 608 1,450 - 4,013
Interest income
(70)
(287)
3
-
3
Interest expense
(441)
-
(798)
Underlying profit before tax 1,885 321 1,012 - 3,218
The £3,997,000 (2023: £4,877,000) unallocated assets above include
£2,639,000 (2023: £3,307,000) of cash, £1,328,000 (2023: £1,559,000) of
derivative financial instruments and £30,000 (2023: £11,000) of trade and
other receivables held in FIH group plc. (Note 19)
The £764,000 (2023: £585,000) unallocated liabilities above consist of
accruals and tax balances held within FIH group plc.
3. Geographical analysis
The tables below analyse revenue and other information by geography:
2024 United Kingdom Falkland Total
£'000
Islands
£'000
£'000
Revenue (by source) 23,432 29,028 52,460
Assets and Liabilities:
Non-current segment assets, excluding deferred tax 35,693 17,232 52,925
Capital expenditure 1,130 1,340 2,470
2023 United Kingdom Falkland Islands Total
£'000
£'000
£'000
Revenue (by source) 23,329 29,383 52,712
Assets and Liabilities:
Non-current segment assets, excluding deferred tax 36,518 16,956 53,474
Capital expenditure 778 1,206 1,984
4. Revenue
2024 Sale of goods Rendering of services recognised at Rendering of services provided over a period of time Total
recognised at a point in time
a point in time
£'000
Revenue
£'000
£'000
£'000
Falkland Islands
Retail sales 10,721 - - 10,721
Falklands 4x4 sales 1,790 322 584 2,696
FBS (housing and construction) 73 - 10,960 11,033
Support Services - 2,734 851 3,585
Rental property income - - 993 993
FIC (Falkland Islands) 12,584 3,056 13,388 29,028
PHFC (Portsmouth) - 4,177 - 4,177
Art logistics and storage - 16,418 2,837 19,255
Total Revenue 12,584 23,651 16,225 52,460
2023 Sale of goods Rendering of services recognised Rendering of services provided over a period of time Total
recognised at a point in time
at a point in time
£'000
Revenue
£'000
£'000
£'000
Falkland Islands
Retail sales 9,937 - - 9,937
Falklands 4x4 sales 2,275 294 485 3,054
FBS (housing and construction) 1,943 - 10,204 12,147
Support Services - 2,423 827 3,250
Rental property income - - 995 995
FIC (Falkland Islands) 14,155 2,717 12,511 29,383
PHFC (Portsmouth) - 3,817 - 3,817
Art logistics and storage - 16,794 2,718 19,512
Total Revenue 14,155 23,328 15,229 52,712
5. Non-trading items
2024 2023
£'000
£'000
Profit before tax as reported 2,762 4,046
Non-trading items:
Restructuring costs 228 79
Release of old credit balances (167) -
Prior year PAYE and National insurance tax liabilities 310 -
3,133 4,125
Movements in fair value of the financial instruments 244 (907)
Underlying profit before tax 3,377 3,218
Restructuring costs comprise redundancy and other people-related costs. The
liability for PAYE and National Insurance tax liabilities relates to
employee-related taxes from previous years. The release of old credit balances
relates to a reduction in future liabilities relating to costs incurred in
prior years.
6. Expenses and auditor's remuneration
The following expenses have been included in the profit and loss:
2024 2023
£'000
£'000
Direct operating expenses of rental properties 413 463
Depreciation 2,556 2,627
Amortisation of computer software 20 10
Foreign currency loss 19 26
Expected credit loss on trade and other receivables 150 13
Cost of inventories recognised as an expense 16,438 14,392
Auditor's remuneration
2024 2023
£'000
£'000
Audit of these financial statements 87 195
Audit of subsidiaries' financial statements pursuant to legislation 200 102
Total auditor's remuneration 287 297
Additional items of expenditure not covered above or within staff costs
(note 7) which are recognised within operating profit for the year include
legal and professional fees, insurance and recruitment costs.
7. Staff numbers and cost
The average number of persons employed by the Group (including directors)
during the year, analysed by category, was as follows:
Number of employees Number of employees
Group
Company
2024 2023* 2024 2023*
PHFC 28 27 - -
Falkland Islands: in Stanley 224 227 - -
in UK 6 6 - -
Art logistics & storage 133 114 -
Head office 2 3 2 3
Total average staff numbers 393 377 2 3
* Restated to exclude non-executive directors.
The aggregate payroll cost of these persons was as follows:
Group Company
2024 2023 2024 2023
£'000
£'000 £'000
£'000
Wages and salaries 15,409 13,929 814 780
Share-based payments (see note 24) (93) 41 (93) 46
Social security costs 1,113 986 78 86
Contributions to defined contribution plans (see note 23) 580 535 21 14
Total employment costs 17,009 15,491 820 926
Details of audited directors' remuneration are provided in the Directors'
Report, which forms part of these audited financial statements, under the
heading 'Details of Directors' Remuneration and Emoluments'.
8. Finance income and expense
2024 2023
£'000
£'000
Movements in fair value of derivative financial instrument - 907
Bank interest receivable 125 3
Total finance income 125 910
Interest payable on bank loans (403) (424)
Movements in fair value of derivative financial instrument (244) -
Net interest cost on the FIC defined benefit pension scheme liability (87) (70)
Lease liabilities finance charge (274) (304)
Total finance expense (1,008) (798)
Net finance (expense) / income (883) 112
9. Taxation
Recognised in the income statement
2024 2023
£'000
£'000
Current tax expense
Current year 534 579
Adjustments for prior years (202) (99)
Current tax expense 332 480
Deferred tax expense
Origination and reversal of temporary differences 266 413
Change in UK tax rate to 25% - -
Adjustments for prior years 198 31
Deferred tax expense (see note 17) 464 444
Total tax expense 796 924
Reconciliation of the effective tax rate
2024 2023
£'000
£'000
Profit on ordinary activities before tax 2,762 4,046
Tax using the UK corporation tax rate of 25% (2023: 19%) 691 769
Expenses not deductible for tax purposes 99 85
Additional capital allowances - super deduction - (37)
Effect of increase in rate of deferred tax 9 155
Effect of higher tax rate overseas - 20
Adjustments to tax charge in respect of previous periods (3) (68)
Total tax expense 796 924
Tax recognised directly and other comprehensive income
2024 2023
£'000
£'000
Movement on deferred tax asset relating to the pension scheme 26 176
Deferred tax on derivative financial instruments and other financial 28 3
liabilities
Deferred tax expense recognised directly in other comprehensive income 54 179
In the UK, deferred tax has been calculated at 25% (2023: 25%).
The deferred tax assets and liabilities in FIC have been calculated at the
Falkland Islands' tax rate of 26% (2023: 26%).
10. Earnings per share
The calculation of basic earnings per share is based on profits on ordinary
activities after taxation, and the weighted average number of shares in issue
in the period.
The calculation of diluted earnings per share is based on profits on ordinary
activities after taxation and the weighted average number of shares in issue
in the period, adjusted to assume the full issue of share options outstanding,
to the extent that they are dilutive.
2024 2023
£'000
£'000
Profit on ordinary activities after taxation 1,966 3,122
2024 2023
Number
Number
Average number of shares in issue 12,519,900 12,519,900
Diluted weighted average number of shares 12,519,900 12,519,900
2024 2023
£'000
£'000
Basic earnings per share 15.7p 24.9p
Diluted earnings per share 15.7p 24.9p
To provide a comparison of earnings per share on underlying performance, the
calculation below sets out basic and diluted earnings per share based on
underlying profits.
Earnings per share on underlying profit
2024 2023
£'000
£'000
Underlying profit before tax (see note 5) 3,377 3,218
Underlying taxation (949) (705)
Underlying profit 2,428 2,513
Effective tax rate 28.1% 21.9%
Weighted average number of shares in issue (from above) 12,519,900 12,519,900
Diluted weighted average number of shares (from above) 12,519,900 12,519,900
Basic earnings per share on underlying profit 19.4p 20.1p
Diluted earnings per share on underlying profit 19.4p 20.1p
11. Intangible assets
Computer Software Brand name Goodwill Total
£'000
£'000
£'000
£'000
Cost:
At 1 April 2022 631 2,823 11,576 15,030
Additions 115 - - 115
Transfer from investment property 42 - - 42
At 31 March 2023 788 2,823 11,576 15,187
Additions 51 - - 51
At 31 March 2024 839 2,823 11,576 15,238
Accumulated amortisation and impairment:
At 1 Apr 2022 554 785 9,462 10,801
Amortisation 10 - - 10
At 1 Apr 2023 564 785 9,462 10,811
Amortisation 20 - - 20
At 31 March 2024 584 785 9,462 10,831
Net book value:
At 31 March 2023 224 2,038 2,114 4,376
At 31 March 2024 255 2,038 2,114 4,407
Amortisation and impairment charges are recognised in operating expenses in
the income statement. The Momart brand name has a carrying value of
£2,038,000 and is considered to be of future economic value to the Group with
an estimated indefinite useful economic life. It is reviewed annually for
impairment as part of the Art Logistics and Storage review.
Goodwill
Goodwill is allocated to the Group's Cash Generating Units (CGUs) which
principally comprise its business segments. A segment level summary of
goodwill for each cash-generating-unit is shown below:
Art Logistics and Storage Falkland Total
£'000
Islands
£'000
£'000
Goodwill at 1 April 2022 2,077 37 2,114
Goodwill at 31 March 2023 2,077 37 2,114
Goodwill at 31 March 2024 2,077 37 2,114
Impairment
The Group tests material goodwill and indefinite lived intangible assets
annually for impairment or more frequently if there are indications that
goodwill and/or indefinite life assets might be impaired. An impairment test
is a comparison of the carrying value of the assets of a CGU to their
recoverable amounts based on the higher of a value-in-use calculation and fair
value less costs to sell. Goodwill is impaired when the recoverable amount is
less than the carrying value.
The Art Logistics and Storage CGU is tested for impairment annually because
the only material goodwill and indefinite life assets relate to this CGU. An
impairment review of the Art Logistics and Storage CGU was performed and no
impairment charge was deemed necessary. The recoverable amount for this
assessment was determined using the fair value less costs to sell for the Art
Logistics and Storage CGU. This was underpinned by the directors' valuation of
the art storage warehouses in East London, which indicates a fair value in
excess of the £24.4 million carrying value of the Art Logistics and Storage
CGU.
12. Property, plant and equipment
Group
Right to use assets Freehold land & buildings Long leasehold land and buildings Ships Vehicles, plant and equipment Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost:
At 1 April 2022 9,783 29,663 1,059 6,880 10,358 57,743
Additions 561 113 57 150 1539 2,420
Disposals (120) (54) (49) - (585) (808)
At 31 March 2023 10,224 29,722 1,067 7,030 11,312 59,355
Additions 258 283 13 130 1,728 2,412
Disposals (478) (16) (17) (130) (801) (1,442)
Reclass* (65) 85 (51) (255) 286 -
At 31 March 2024 9,939 30,074 1,012 6,775 12,525 60,325
Accumulated depreciation:
At 1 April 2022 3,778 4,774 527 3,033 6,913 19,025
Charge for the year 655 512 24 246 983 2,420
Disposals (105) (43) (49) (570) (767)
At 31 March 2023 4,328 5,243 502 3,279 7,326 20,678
Charge for the year 649 515 26 262 885 2,337
Disposals (465) (16) (17) (130) (726) (1,354)
Reclass* - (343) - (288) 631 -
At 31 March 2024 4,512 5,399 511 3,123 8,116 21,661
Net book value:
At 1 April 2022 6,005 24,889 532 3,847 3,445 38,718
At 31 March 2023 5,896 24,479 565 3,751 3,986 38,677
At 31 March 2024 5,427 24,675 501 3,652 4,409 38,664
* During the year a review of property, plant and equipment assets was
undertaken, resulting in a reclassification to more accurately reflect the
nature of certain assets. There was no impact to total net book value.
Right to use assets
Group
Short leasehold lease Long leasehold Pontoon lease Momart Trucks Office Equipment Total
£'000
£'000
£'000
£'000
£'000
Cost:
At 1 April 2022 3,241 5,216 1,308 18 9,783
Additions 548 13 - - 561
Disposals - (120) - - (120)
At 31 March 2023 3,789 5,109 1,308 18 10,224
Additions in year 258 - - - 258
Disposals (60) (137) (270) (11) (478)
Transfer to property, plant and equipment - - (65) - (65)
At 31 March 2024 3,987 4,972 973 7 9,939
Accumulated depreciation:
At 1 April 2022 1,972 1,227 563 16 3,778
Charge for the year 60 75 519 1 655
Disposals (40) (65) - - (105)
At 31 March 2023 1,992 1,237 1,082 17 4,328
Charge for the year 389 102 157 1 649
Disposals (46) (137) (271) (11) (465)
Reclass 279 86 (360) (5) -
At 31 March 2024 2,614 1,288 608 2 4,512
Net book value:
At 1 April 2022 1,269 3,989 745 2 6,005
At 31 March 2023 1,797 3,872 226 1 5,896
At 31 March 2024 1,373 3,684 365 5 5,427
No property, plant or equipment was financed by hire purchase loans in the
year to 31 March 2024.
The Company has no tangible fixed assets, other than the investment property
purchased in December 2018, which is included within Investment Property
(note 13).
13. Investment properties
Group
Residential and commercial property Freehold land Total
£'000
£'000
£'000
Cost:
At 31 March 2022 8,566 831 9,397
Additions 10 - 10
Transfer to intangibles (42) - (42)
At 31 March 2023 8,534 831 9,365
Additions 7 - 7
At 31 March 2024 8,541 831 9,372
Accumulated depreciation:
At 1 April 2022 1,233 - 1,233
Charge for the year 210 - 210
At 31 March 2023 1,443 - 1,443
Charge for the year 219 - 219
At 31 March 2024 1,662 - 1,662
Net book value:
At 1 April 2022 7,333 831 8,164
At 31 March 2023 7,091 831 7,922
At 31 March 2024 6,879 831 7,710
The investment properties, held at cost, comprise land, plus residential and
commercial property held for rental in the Falkland Islands.
Estimated Fair Value
Group
2024 2023
£'000
£'000
Estimated fair value:
Freehold land 2,177 2,177
Properties available for rent 10,585 10,420
Properties under construction 22 43
At 31 March 12,784 12,640
Uplift on net book value:
Freehold land 1,346 1,346
Properties available for rent 3,728 3,286
At 31 March 5,074 4,632
Number of rental properties
Available for rent 88 85
Under construction - -
A level 3 valuation technique has been applied, using a market approach to
value these properties; the properties have been valued based on their
expected market value by the directors.
Assets under construction
At 31 March 2024, updates to the Butchery plot were included in investment
property assets under construction with a total cost to date of £22,000
(2023: £43,000 improvements to the FIC jetty in Stanley).
Company Investment Property
Company Commercial
Cost:
property
£'000
31 March 2022, 31 March 2023 and 1 April 2024 19,642
Accumulated depreciation:
At 31 March 2022 686
Charge for the year 205
At 31 March 2023 891
Charge for the year 210
At 31 March 2024 1,101
Net book value:
At 1 April 2022 18,956
At 31 March 2023 18,751
At 31 March 2024 18,541
The investment property in the Company consists of the five warehouses leased
to Momart, the Group's art handling subsidiary, which were purchased in
December 2018.
The directors consider that the market value of the property is significantly
higher than book value.
14. Investment in subsidiaries
Country of incorporation Class of shares held Ownership at 31 March 2024 Ownership at 31 March 2023
The Falkland Islands Company Limited ((1)) UK Ordinary shares of £1 100% 100%
Preference shares of £10 100% 100%
The Falkland Islands Trading Company Limited ((1)) UK Ordinary shares of £1 100% 100%
Falkland Islands Shipping Limited ((2)(5)) Falkland Islands Ordinary shares of £1 100% 100%
Erebus Limited ((2)(5)(6)) Falkland Islands Ordinary shares of £1 100% 100%
Preference shares of £1 100% 100%
Paget Limited ((2)(5)(6)) Falkland Islands Ordinary shares of £1 100% 100%
The Portsmouth Harbour Ferry Company Limited ((3)) UK Ordinary shares of £1 100% 100%
Portsea Harbour Company Limited ((3)(5)) UK Ordinary shares of £1 100% 100%
Clarence Marine Engineering Limited ((3)(5)) UK Ordinary shares of £1 100% 100%
Gosport Ferry Limited ((3)(5)) UK Ordinary shares of £1 100% 100%
Portsmouth Harbour Waterbus Company Limited ((3)(5)(6)) UK Ordinary shares of £1 100% 100%
Momart International Limited ((4)(6)) UK Ordinary shares of £1 100% 100%
Momart Limited ((4)(5)) UK Ordinary shares of £1 100% 100%
Dadart Limited ((4)(5)(6)) UK Ordinary shares of £1 100% 100%
((1))The registered office for these companies is Kenburgh Court, 133-137
South Street, Bishop's Stortford, Hertfordshire CM23 3HX.
((2))The registered office for these companies is 5 Crozier Place, Stanley,
Falkland Islands FIha 1ZZ.
((3))The registered office for these companies is South Street, Gosport,
Hampshire, PO12 1EP.
((4))The registered office for these companies is Exchange Tower, 6th Floor, 2
Harbour Exchange Square, London E14 9GE.
((5))These investments are not held by the Company but are indirect
investments held through a subsidiary of the Company.
((6))These investments have all been dormant for the current and prior year.
Company
2024 2023
£'000
£'000
At 1 April 26,757 26,762
Movement in share based payments capitalised into subsidiaries (22) (5)
At 31 March* 26,735 26,757
The amounts disclosed are net of a provision for impairment of £18 million
(2023: £18 million).
15. Investment in Joint Ventures
The Group has one joint venture (South Atlantic Construction Company Limited,
"SAtCO"), which was set up in June 2012 in the Falkland Islands, with Trant
Construction to bid for the larger infrastructure contracts which were
expected to be generated by oil activity. Both Trant Construction and the FIC
contributed £50,000 of ordinary share capital. SAtCO is registered and
operates in the Falkland Islands. The net assets of SAtCO are shown below:
Country of incorporation Class of shares held Ownership at 31 March 2024 Ownership at 31 March 2023
South Atlantic Support Services Limited ((1) (2) (3)) Falkland Islands Ordinary shares of £1 50% 50%
(1) South Atlantic Support Services Limited's registered office
is 56 John Street, Stanley, Falkland Islands FIha 1ZZ.
(2) This investment is not held by the Company but are indirect
investments held through a subsidiary of the Company.
(3) This investment has been dormant for the current and prior
year.
Joint Venture's balance sheet
2024 2023
£'000
£'000
Current assets 519 519
Liabilities due in less than one year (1) (1)
Net assets of SAtCO 518 518
Group share of net assets 259 259
There were no recognised gains or losses for the years ended 31 March 2024
(2023: none).
The current assets balances above include £17,000 of cash (2023: £16,000),
£4,000 of other debtors (2023: £5,000) and £498,000 (2023: £498,000) of
loans due from SAtCO's parent companies.
SAtCO had no contingent liabilities or capital commitments as at 31 March
2024 or 31 March 2023 and the Group had no contingent liabilities or
commitments in respect of its joint venture at 31 March 2024 or 31 March
2023.
SATCO's registered office is 56 John Street, Stanley, Falkland Islands
FIha 1ZZ
16. Finance leases receivable
As lessor, FIC has sold assets to customers on finance lease agreements. The
present value of the lease payments, together with any unguaranteed residual
value, is recognised as a receivable, net of allowances for expected bad debt
losses.
The difference between the gross receivable and the present value of future
lease payments, is recognised as unearned lease income. Lease income is
recognised in revenue over the term of the lease using the sum of digits
method so as to give a constant rate of return on the net investment in the
leases. Lease receivables are reviewed regularly to identify any impairment.
Lease receivables arise on the sale of vehicles and consumer goods, such as
furniture and electrical items, by FIC. No contingent rents have been
recognised as income in the period. No residual values accrue to the benefit
of the lessor.
Group
2024 2023
£'000
£'000
Non-Current: Finance lease receivable due after more than one year 557 681
Current: Finance lease receivables due within one year 403 397
Total Finance lease receivables 960 1,078
The difference between the gross investment in the finance lease receivables
and the present value of future lease payments due represents unearned lease
income of £311,000 (2023: £375,000). The cost of assets acquired for the
purpose of renting out under hire purchase agreements by the Group during the
year amounted to £472,000 (2023: £629,000).
The total cash received during the year in respect of hire purchase agreements
was £774,000 (2023: £923,000).
Group
2024 2023
£'000
£'000
Gross investment in finance lease receivables 1,301 1,484
Unearned lease income (311) (375)
Bad debt provision against hire purchase leases (30) (31)
Present value of future lease receipts 960 1,078
17. Deferred tax assets and liabilities
Recognised deferred tax assets and (liabilities)
Group
2024 2023
£'000
£'000
Property, plant & equipment (4,385) (3,874)
Intangible assets (509) (509)
Inventories (unrealised intragroup profits) 59 90
Other financial liabilities 59 54
Derivative financial instruments (9) (44)
Tax losses 98 -
Share-based payments 8 68
Total net deferred tax liabilities (4,679) (4,215)
Deferred tax asset arising on the defined benefit pension liabilities 428 482
Net tax liability (4,251) (3,733)
The deferred tax asset on the defined benefit pension scheme (see note 23)
arises under the Falkland Islands tax regime and has been presented on the
face of the consolidated balance sheet as a non-current asset as it is
expected to be realised over a relatively long period of time. All other
deferred tax assets are shown net against the non-current deferred tax
liability shown in the balance sheet.
Company
2024 2023
£'000
£'000
Derivative financial liabilities (9) (44)
Other temporary differences 8 (41)
Net tax liability (1) (85)
Movement in deferred tax assets / (liabilities) in the year:
Group
1 April Recognised in income Recognised in equity 31 March 2024
2023
£'000
£'000
£'000
£'000
Property, plant & equipment (3,874) (511) - (4,385)
Intangible assets (509) - (509)
Inventories (unrealised intragroup profits) 90 (31) - 59
Other financial liabilities 54 8 (3) 59
Derivative financial instruments (44) - 35 (9)
Tax losses - 98 - 98
Share-based payments 68 - (60) 8
Pension 482 (28) (26) 428
Deferred tax movements (3,733) (464) (54) (4,251)
Unrecognised deferred tax assets
Deferred tax assets of £141,000 (2023: £141,000) in respect of capital
losses have not been recognised as it is not considered probable that there
will be suitable chargeable gains in the foreseeable future from which the
underlying capital losses will reverse.
Movement in deferred tax assets / (liabilities) in the year:
Company
1 April Recognised in income Recognised in equity 31 March 2024
2023
£'000
£'000
£'000
£'000
Derivative financial liabilities instruments (44) - 35 (9)
Other temporary differences (41) 48 1 8
Deferred tax asset movements (85) 48 36 (1)
Movement in deferred tax assets / (liabilities) in the prior year:
Group
1 April Recognised in income Recognised in equity 31 March
2022
£'000
£'000
2023
£'000
£'000
Property, plant & equipment (3,537) (337) - (3,874)
Intangible assets (509) - - (509)
Inventories 81 9 - 90
Other financial liabilities 104 (47) (3) 54
Derivative financial instruments (27) (61) 44 (44)
Share-based payments 108 - (40) 68
Pension 666 (8) (176) 482
Deferred tax movements (3,114) (444) (175) (3,733)
Movement in deferred tax asset in the prior year:
Company
1 April Recognised in income Recognised in equity 31 March 2023
2022
£'000
£'000
£'000
£'000
Derivative financial instruments (27) (61) 44 (44)
Other temporary differences 15 (16) (40) (41)
Deferred tax asset movements (12) (77) (4) (85)
18. Inventories
Group
2024 2023
£'000
£'000
Work in progress 559 225
Goods in transit 1,290 605
Goods held for resale and raw materials 4,849 6,046
Total Inventories 6,698 6,876
The Company has no inventories.
19. Trade and other receivables
Group Company
2024 2023 2024 2023
£'000
£'000 £'000
£'000
Non-Current
Amount owed by subsidiary undertakings - - 11,207 10,257
Total trade and other receivables - - 11,207 10,257
Group Company
2024 2023 2024 2023
£'000
£'000
£'000
£'000
Current
Trade receivables 5,649 7,203 - -
Rental deposits 29 116 - -
Prepayments 1,924 1,533 30 11
Accrued income 331 433 - -
Contract asset 2,965 904 - -
Total trade and other receivables 10,898 10,189 30 11
Amounts owed by subsidiary undertakings to the Company are not secured and
interest free with no fixed repayment date.
The accrued income relates to contracts where the work has been completed but
had not been billed at the balance sheet date. No allowance for expected
credit losses was recognised in respect of accrued income as the impact was
assessed as being immaterial. The only significant changes in the accrued
income balance during the year related to the recognition of revenue for work
performed and the transfer of billed amounts to trade receivables.
20. Cash and cash equivalents
2024 Group
2023 Cash Flows Interest Other 2024
£'000
non-cash Changes
£'000
Cash and cash equivalents 12,800 (3,131) - (19) 9,650
Bank loans (13,255) 1,332 (403) - (12,326)
Net debt (455) (1,799) (403) (19) (2,676)
Interest rate swap 1,559 - (231) 1,328
Lease liabilities (6,479) 955 (274) (258) (6,056)
Derivatives and lease liabilities (4,920) 955 (274) (489) (4,728)
Net debt after derivatives and lease liabilities at 31 March (5,375) (844) (677) (508) (7,404)
Movement in financial liabilities above
Financing liabilities (18,175) 2,287 (677) (489) (17,054)
2023 Group
2022 Cash Flows Interest Other 2023
£'000
non-cash Changes
£'000
Cash and cash equivalents 9,572 3,254 - (26) 12,800
Bank loans (14,183) 1,352 (424) - (13,255)
Net debt (4,611) 4,606 (424) (26) (455)
Interest rate swap 644 - 915 1,559
Lease liabilities (6,536) 922 (304) (561) (6,479)
Derivatives and lease liabilities (5,892) 922 (304) 354 (4,920)
Net debt after derivatives and lease liabilities at 31 March (10,503) 5,528 (728) 328 (5,375)
Movement in financial liabilities above
Financing liabilities (20,075) 2,274 (728) 354 (18,175)
2024 Company
2023 Cash Flows Interest Other 2024
£'000
non-cash Changes
£'000
Cash and cash equivalents 3,307 (668) - - 2,639
Bank loans (12,146) 885 (362) - (11,623)
Net debt (8,839) 217 (362) - (8,984)
Interest rate swap 1,559 - - (231) 1,328
Net debt after derivatives at 31 March (7,280) 217 (362) (231) (7,656)
Movement in financial liabilities above
Financing liabilities (10,587) 885 (362) (231) (10,295)
2023 Company
2022 Cash Flows Interest Other 2023
£'000
non-cash Changes
£'000
Cash and cash equivalents 4,376 (1,069) - - 3,307
Bank loans (12,668) 890 (368) - (12,146)
Net debt (8,292) (179) (368) - (8,839)
Interest rate swap 644 - - 915 1,559
Net debt after derivatives at 31 March (7,648) (179) (368) 915 (7,280)
Movement in financial liabilities above
Financing liabilities (12,024) 890 (368) 915 (10,587)
21. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the
interest-bearing loans and borrowings owed by the Group, which are stated at
amortised cost. Information on the maturity of interest-bearing loans and
lease liabilities and exposure to interest rate and foreign currency risk is
disclosed in note 26.
Group Company
2024 2023 2024 2023
£'000
£'000
£'000
£'000
Non-current liabilities
Secured bank loans 11,363 12,316 11,094 11,617
Lease liabilities 5,484 5,898 - -
Total non-current interest-bearing loans and lease liabilities 16,847 18,214 11,094 11,617
Current liabilities
Secured bank loans 963 939 529 529
Lease liabilities 572 581 - -
Total current interest-bearing loans and lease liabilities 1,535 1,520 529 529
Total liabilities
Secured bank loans 12,326 13,255 11,623 12,146
Lease liabilities 6,056 6,479 - -
Total interest-bearing loans and lease liabilities 18,382 19,734 11,623 12,146
Lease liabilities
Future minimum lease payments Interest Present value of minimum payments
2024 2023 2024 2023 2024 2023
£'000
£'000 £'000
£'000 £'000
£'000
Less than one year 858 868 (286) (287) 572 581
Between one and two years 701 779 (266) (269) 435 510
Between two and five years 1,432 1,689 (649) (725) 783 964
More than five years 8,323 9,053 (4,057) (4,629) 4,266 4,424
Total 11,314 12,389 (5,258) (5,910) 6,056 6,479
22. Trade and other payables
Group Company
2024 2023 2024 2023
£'000
£'000
£'000
£'000
Current:
Trade payables 5,729 6,322 320 6
Amounts owed to subsidiary undertakings - - 6,421 5,269
Loan from joint venture 249 249 - -
Other creditors, including taxation and social security 2,053 2,835 120 116
Accruals 3,044 3,950 165 548
Deferred income 37 362 - -
Total trade and other payables 11,112 13,718 7,026 5,939
Amounts owed to subsidiary undertakings by the company are not secured,
interest free and repayable on demand.
23. Employee benefits: pension plans
Defined contribution schemes
The Group operates defined contribution schemes at PHFC and Momart and current
FIC employees are enrolled in the Falkland Islands Pension Scheme ("FIPS").
The assets of all these schemes are held separately from those of the Group in
independently administered funds.
The pension cost charge for the year represents contributions payable by the
Group to the schemes and amounted to £601,000 (2023: £535,000). There were
outstanding contributions of £59,000 (2023: £44,000) due to pension schemes
at 31 March 2024.
The Falkland Islands Company Limited Scheme
FIC operates a defined benefit pension scheme for certain former employees.
This scheme was closed to new members in 1988 and to further accrual on
31 March 2007. The scheme has no assets and payments to pensioners are made
out of operating cash flows. The contributions for the year ended 31 March
2024 are £103,066. During the year ended 31 March 2024, 9 pensioners
(2023: 10) received benefits from this scheme, and there are two deferred
members at 31 March 2024 (2023: three). Benefits are payable on retirement
at the normal retirement age. The weighted average duration of the expected
benefit payments from the Scheme is around 10 years (2023: 12 years).
An actuarial report for IAS 19 purposes as at 31 March 2024 was prepared by
a qualified independent actuary, Lane Clark and Peacock LLP. The major
assumptions used in the valuation were:
2024 2023
Rate of increase in pensions in payment and deferred pensions 2.4% 2.5%
Discount rate applied to scheme liabilities 4.8% 4.8%
Inflation assumption 3.3%
Average longevity at age 65 for male current and deferred pensioners (years) 21.6 22.0
at accounting date
Average longevity at age 65 for male current and deferred pensioners (years) 23.9 24.4
20 years after accounting date
The assumptions used by the actuary are chosen from a range of possible
actuarial assumptions which, due to the timescale covered, may not necessarily
be borne out in practice. Assumptions relating to life expectancy have been
based on UK mortality data on the basis that this is the best available data
for the Falkland Islands.
Sensitivity Analysis
The calculation of the defined benefit liability is sensitive to the
assumptions set out above. The following table summarises how the impact of
the defined benefit liability at 31 March 2024 would have increased /
(decreased) as a result of a change in the respective assumptions by 1.0%.
Effect on obligation 2024
-1% pa +1% pa
£'000 £'000
Discount rate 175 (150)
Inflation assumption (5) 5
Effect on obligation 2024
-1 year +1 year
£'000 £'000
Life expectancy (70) 75
These sensitivities have been calculated to show the movement in the defined
benefit obligation in isolation, and assume no other changes in market
conditions at the accounting date.
Scheme liabilities
The present values of the scheme's liabilities, which are derived from cash
flow projections over long periods and thus inherently uncertain, were:
Value at
2020 2021 2022 2023 2024
£'000
£'000
£'000
£'000 £'000
Present value of scheme liabilities (2,604) (2,842) (2,562) (1,978) (1,647)
Related deferred tax assets 677 677 666 482 428
Net pension liability (1,927) (2,165) (1,896) (1,496) (1,219)
Movement in deficit during the year:
2024 2023
£'000
£'000
Deficit in scheme at beginning of the year (1,978) (2,562)
Pensions paid 319 101
Other finance cost (87) (70)
Re-measurement of the defined benefit pension liability 99 553
Deficit in scheme at the end of the year (1,647) (1,978)
Analysis of amounts included in other finance costs:
2024 2023
£'000
£'000
Interest on pension scheme liabilities 87 70
Analysis of amounts recognised in statement of comprehensive income:
2024 2023
£'000
£'000
Experience gains arising on scheme liabilities 95 (1)
Changes in assumptions underlying the present value of scheme liabilities 4 554
Re-measurement of the defined benefit pension liability 99 553
24. Employee benefits: share based payments
The total number of options outstanding at 31 March 2024 is 152,342
comprising (i) zero nil cost options (2023: 3,591), (ii) 152,342 options
(2023: 302,063) granted under the Long-Term Incentive Plan and (iii) zero
(2023: 5,000) share options granted with an exercise price equal to the
market price on the date of grant.
(i) Nil cost options granted to John Foster:
Reconciliation of nil cost options:
Number of options Number of options
2024
2023
Outstanding at the beginning of the year 3,591 3,591
Lapsed during the year (3,591) -
Outstanding at the year end - 3,591
(ii) Incentive Plan grants at an exercise price of ten pence to
directors of subsidiaries and executives:
255,304 Long-term Incentive Plan grants were issued on 3 December 2021 at an
exercise price of ten pence to directors of subsidiaries and executives, and
expire in five years on 3 December 2026. During the year, 15,474 of these
options were forfeited (2023: 52,953) and 152,342 of these options remain
outstanding at 31 March 2024. None of these grants are exercisable at
31 March 2024.
133,052 Long-term Incentive Plan grants were issued on 14 July 2020 at an
exercise price of ten pence to directors of subsidiaries and executives, and
expire in five years on 14 July 2025. During the year, 10,340 options were
forfeited (2023: 51,434) and 61,278 options lapsed (2023: nil). None remain
outstanding at 31 March 2024.
135,535 Long-term Incentive Plan grants were issued on 4 July 2019 at an
exercise price of ten pence to directors of subsidiaries and executives, and
expire in five years on 4 July 2024. During the year, 10,502 options were
forfeited (2023: 24,793) and 52,127 options lapsed (2023: nil). None remain
outstanding at 31 March 2024.
There are various performance conditions attached to the Long-term Incentive
Plan grants. All have a primary performance condition of the Group share price
exceeding a target threshold at the vesting date, and secondary financial
performance conditions specific to the relevant operating segment. All the
options have a three-year vesting period.
Date of Issue Number Exercise Price pence Share price at grant date pence Fair value per share pence Total fair value Earliest Exercise Latest Exercise
£
Date
Date
3 Dec 21 152,342 10.0 215.0 88.0 134,061 3 Dec 24 2 Dec 26
Total 152,342 134,061
Reconciliation of LTIPs:
Number of options Number of options
2024
2023
Outstanding at the beginning of the year 302,063 431,243
Options lapsed during the year (113,405) (129,180)
Options forfeited during the year (36,316) (129,180)
Outstanding at the year end 152,342 302,063
Weighted average life of outstanding options (years) 2.7 3.4
(iii) Share options with an exercise price equal to the market price
on the date of grant
Reconciliation of options with an exercise price equal to the market price on
the date of grant, including the number and weighted average exercise price:
Weighted average exercise price (£) Number of options Weighted average exercise price (£) Number of options
2024
2024
2023
2023
Outstanding at the beginning of the year 2.73 5,000 2.73 5,000
Lapsed during the year 2.73 (5,000) - -
Outstanding at the year end - - 2.73 5,000
Vested options exercisable at the year end - - 2.73 5,000
Weighted average life of outstanding options (years) - 1.8
The fair values of the options are estimated at the date of grant using
appropriate option pricing models and are charged to the profit and loss
account over the vesting period of the options. All options, other than
certain nil cost options, are granted with the condition that the employee
remains in employment for three years.
All share options are equity settled. Share options issued without share price
conditions attached have been valued using the Black-Scholes model. Share
price options issued with share price conditions attached have been valued
using a Monte Carlo simulation model making explicit allowance for share price
targets. Inputs into the valuation models include the estimated time to
maturity, the risk-free rate, expected volatility, and dividend yield.
2024 2023
£'000
£'000
Total share-based payment (credit) / expense recognised in the year (93) 41
25. Capital and reserves
Share capital
Ordinary Shares
2024 2023
In issue at the start and end of the year 12,519,900 12,519,900
2024 2023
Allotted, called up and fully paid Ordinary shares of 10p each 1,251 1,251
By special resolution at an Annual General Meeting on 9 September 2010 the
Company adopted new articles of association, principally to take account of
the various changes in company law brought in by the Companies Act 2006. As a
consequence, the Company no longer has an authorised share capital. The
holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the
Company.
Other reserves
The other reserves in the Group of £703,000 at 31 March 2024 comprise
£5,389,000 of merger relief which arose on the 1998 Scheme of Arrangement,
when the Company issued 1 share for every 300 shares that shareholders had
previously held in Anglo United plc. Immediately following this Scheme of
Arrangement, the Company acquired the Falkland Islands' businesses for
£8.0 million and the £4,686,000 of goodwill on this acquisition was written
off against the merger relief.
Dividends
The following dividends were recognised and paid in the period:
2024 2023
£'000
£'000
Final 2022: 2.0 pence per qualifying ordinary share - 251
Interim 2023: 1.2 pence per qualifying ordinary share - 150
Final 2023: 5.3 pence per qualifying ordinary share 663 251
Interim 2024: 1.25 pence per qualifying ordinary share 156 150
Total dividends paid in the period 819 401
26. Financial instruments
(i) Fair values of financial instruments Trade and other
receivables
The fair value of trade and other receivables is estimated as the present
value of future cash flows, discounted at the market rate of interest at the
balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value
of future cash flows, discounted at the market rate of interest at the balance
sheet date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying
amount where the cash is repayable on demand. Where it is not repayable on
demand then the fair value is estimated at the present value of future cash
flows, discounted at the market rate of interest at the balance sheet date.
Interest-bearing borrowings
The fair value of interest-bearing borrowings, which after initial recognition
is determined for disclosure purposes only, is calculated based on the present
value of future principal and interest cash flows, discounted at the market
rate of interest at the balance sheet date.
Financial Instruments categories and fair values
The fair values of financial assets and financial liabilities are not
materially different to the carrying values shown in the consolidated balance
sheet and Company balance sheet.
The following table shows the carrying value, which management consider to be
materially equal to fair value for each category of financial instrument:
Group Company
2024 2023 2024 2023
£'000
£'000 £'000
£'000
Cash and cash equivalents 9,650 12,800 2,639 3,307
Finance lease debtors 960 1,078 - -
Interest rate swap asset 1,328 1,559 1,328 1,559
Trade and other receivables 5,649 7,203 - -
Rental deposits 29 116 - -
Total assets exposed to credit risk 17,616 22,756 3,967 4,866
Total trade and other payables (10,804) (12,508) (7,026) (5,939)
Interest-bearing borrowings at amortised cost (18,382) (19,734) (11,623) (12,146)
The interest rate swaps have been valued using a level 2 methodology.
(ii) Credit Risk
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers.
Group
The Group's credit risk is primarily attributable to its trade receivables.
The maximum credit exposure of the Group comprises the amounts presented in
the balance sheet, which are stated net of provisions for expected credit
losses. Expected credit loss provisions are based on previous experience and
other evidence, including forward-looking macroeconomic information,
indicative of the recoverability of future cash flows. There have been no
significant changes in the estimation techniques or significant assumptions
made during the reporting period. Management has credit policies in place to
manage risk on an on-going basis. These include the use of customer specific
credit limits.
Company
The majority of the Company's receivables are with subsidiaries. The Company
does not consider these counter-parties to be a significant credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. Therefore, the maximum exposure to credit risk at the balance sheet
date was £17,616,000 (2023: £22,085,000) being the total trade receivables,
finance lease debtors, interest swap, rental deposits and cash and cash
equivalents in the balance sheet. The credit risk on cash balances and the
interest rate swap is limited because the counterparties are banks with high
credit ratings assigned by international credit-rating agencies.
The maximum exposure to credit risk for trade receivables at the balance sheet
date by geographic region was:
Group 2024 2023
£'000
£'000
Falkland Islands 1,136 3,167
Europe 600 617
North America 1,237 526
United Kingdom 2,206 2,492
Other 470 401
Total trade receivables 5,649 7,203
The Company has no trade debtors.
Credit quality of financial assets and expected credit losses
Group Gross Impairment Net Gross Impairment Net
2024
2024
2024
2023
2023
2023
£'000
£'000
£'000
£'000
£'000
£'000
Not past due 4,913 (3) 4,910 5,722 - 5,747
Past due 0-30 days 545 (6) 539 1,013 (7) 1,006
Past due 31-120 days 59 (13) 46 204 (10) 194
More than 120 days 401 (247) 154 429 (148) 281
Total trade receivables 5,918 (269) 5,649 7,368 (165) 7,203
Finance lease receivables 990 (30) 960 1,078 (31) 1,047
The amount of finance lease receivable that is past due is immaterial and
secured on asset financed.
The movement in the allowances for impairment in respect of trade receivables
and finance lease receivables during the year was:
Group 2024 2023
£'000
£'000
Balance at 1 April 197 238
Impairment loss recognised 151 27
Cash received (22) -
Utilisation of provision (debts written off) (27) (69)
Balance at 31 March 299 196
Provided against finance lease receivables 30 31
Provided against trade receivables 269 165
Balance at 31 March 299 196
The allowance account for trade receivables is used to record impairment
losses unless the Group is satisfied that no recovery of the amount owing is
possible. At that point, the amounts considered irrecoverable are written off
against the trade receivables directly.
No further analysis has been provided for cash and cash equivalents, trade
receivables from Group companies, other receivables and other financial
assets, as there is limited exposure to credit risk and expected credit losses
are assessed as immaterial.
(iii) Liquidity risk
Financial risk management
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. At the beginning of the year the Group
had outstanding bank loans of £13.3 million (2023 £14.2 million). All
payments due during the year with respect to these agreements were met as they
fell due.
At the start of the year, the Company had one bank loan of £12.1 million
(2023 £12.7 million). All payments due during the year with respect to these
agreements were met as they fell due.
The Group manages its cash balances centrally at head office and prepares
rolling cash flow forecasts to ensure availability of funds.
Liquidity risk - Group
The following are the contractual maturities of financial liabilities,
including estimated interest:
Contractual cash flows
2024 Carrying amount Total 1 year or 1 to 2 2 to 5 5 years and over
£'000
£'000
less
years
years
£'000
£'000
£'000
£'000
Financial liabilities
Secured bank loans 12,326 13,929 1,408 1,138 2,793 8,590
Lease liabilities 6,056 11,313 858 701 1,432 8,322
Trade payables 5,729 5,729 5,729 - - -
Other creditors 1,620 1,620 1,620 - - -
Loan from Joint Venture 249 249 249 - - -
Accruals 3,044 3,044 3,044 - - -
Total financial liabilities 29,024 35,884 12,908 1,839 4,225 16,912
2023 Carrying amount Total 1 year or 1 to 2 2 to 5 5 years and over
£'000
£'000
less
years
years
£'000
£'000
£'000
£'000
Financial liabilities
Secured bank loans 13,255 15,274 1,348 1,404 3,047 9,475
Lease liabilities 6,479 12,977 839 779 1,688 9,671
Trade payables 6,322 6,322 6,322 - - -
Other creditors 1,696 1,696 1,696 - - -
Loan from Joint Venture 249 249 249 - - -
Accruals 3,950 3,950 3,950 - - -
Total financial liabilities 31,951 40,468 14,404 2,183 4,735 19,146
Liquidity risk - Company
The following are the contractual maturities of financial liabilities,
including estimated interest payments and excluding the effects of netting
agreements:
Contractual cash flows
2024 Carrying amount Total 1 year or 1 to 2 2 to 5 5 years and over
£'000
£'000
less
years
years
£'000
£'000
£'000
£'000
Financial liabilities
Secured bank loans 11,623 13,196 949 950 2,707 8,590
Trade payables 320 320 320 - - -
Amounts owed to subsidiary undertakings 6,421 6,421 6,421 - - -
Other creditors 89 89 89 - - -
Accruals 165 165 165 - - -
Total financial liabilities 18,618 20,191 7,944 950 2,707 8,590
Contractual cash flows
2023 Carrying amount Total 1 year or 1 to 2 2 to 5 5 years and over
£'000
£'000
less
years
years
£'000
£'000
£'000
£'000
Financial liabilities
Secured bank loans 12,146 14,098 891 947 2,785 9,475
Trade payables 6 6 6 - - -
Amounts owed to subsidiary undertakings 5,269 5,269 5,269 - - -
Other creditors 89 89 89 - - -
Accruals 548 548 548 - - -
Total financial liabilities 18,058 20,010 6,803 947 2,785 9,475
(iv) Market Risk
Financial risk management
Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Group's
income or the value of its holdings of financial instruments.
Market risk - Foreign currency risk
The Group has exposure to foreign currency risk arising from trade and other
payables which are denominated in foreign currencies. The Group is not,
however, exposed to any significant transactional foreign currency risk. The
Group's exposure to foreign currency risk is as follows and is based on
carrying amounts for monetary financial instruments.
Group
2024 EUR USD Other Total Balance sheet exposure GBP Total
£'000
£'000
£'000
£'000
£'000
£'000
Cash and cash equivalents 63 571 322 956 8,694 9,650
Trade payables and other payables (418) (392) (338) (1,148) (9,964) (11,112)
Balance sheet exposure (355) 179 (16) (192) (1,270) (1,462)
Group
2023 EUR USD Other Total Balance sheet exposure GBP Total
£'000
£'000
£'000
£'000
£'000
£'000
Cash and cash equivalents 107 219 15 341 12,459 12,800
Trade payables and other payables (485) (645) (661) (1,791) (11,927) (13,718)
Balance sheet exposure (378) (426) (646) (1,450) 532 (918)
The Company has no exposure to foreign currency risk.
Sensitivity analysis
Group
A 10% weakening of the following currencies against pound sterling at
31 March 2024 would have increased/(decreased) equity and profit or loss by
the amounts shown below. This calculation assumes that the change occurred at
the balance sheet date and had been applied to risk exposures existing at that
date. This analysis assumes that all other variables, in particular other
exchange rates and interest rates remain constant and is performed on the same
basis for year ended 31 March 2023.
Equity Profit or Loss
2024 2023 2024 2023
£'000
£'000 £'000
£'000
EUR 36 38 36 38
USD (18) 43 (18) 43
A 10% strengthening of the above currencies against pound sterling at
31 March 2024 would have the equal but opposite effect on the above
currencies to the amounts shown above, on the basis that all other variables
remain constant.
Market risk - interest rate risk
At the balance sheet date, the interest rate profile for the Group's
interest-bearing financial instruments was:
Group Company
2024 2023 2024 2023
£'000
£'000
£'000
£'000
Fixed rate financial instruments
Leases receivable 960 1,078 - -
Bank loans (303) (407) - -
Lease liabilities (6,056) (6,479) - -
Total fixed rate financial instruments (5,399) (5,808) - -
Variable rate financial instruments
Effect of Interest rate swap 1,328 1,559 - -
Bank loans (12,023) (12,848) (11,623) (12,146)
Total Variable rate financial instruments (10,695) (11,289) (11,623) (12,146)
At 31 March 2024, the Group had four bank loans:
(i) £11.6 million (2023: £12.1 million) ten-year loan, which
was drawn down on 28 June 2019, secured against freehold property held in
FIH, with interest charged at the compounded daily SONIA rate plus 1.8693%;
(ii) £0.3 million (2023: £0.6 million) repayable over ten years
until May 2025, secured against the newest vessel in PHFC, with interest
charged at 2.6% above the bank of England base rate;
(iii) £0.1 million (2023: £0.1 million) repayable over ten years
until May 2025, secured against freehold property held in PHFC, with interest
charged at 1.75% above the Bank of England base rate;
(iv) £0.3 million (2023: £0.4 million) drawn down by Momart,
interest has been fixed on this loan at 2.73% for the full ten years until
December 2026.
The interest payable on the £12.1 million ten-year loan has been hedged by
one interest swap, taken out on 30 December 2021 with an initial notional
value of £12.625 million, with interest payable at the difference between
1.1766% and the compounded daily SONIA rate plus 0.1193%. This interest rate
swap notional value decreases at £125,000 per quarter over five years until
June 2024, and then at £150,000 per quarter for a further five years until
June 2029 when the outstanding bullet payment of £8,525,000 is likely to be
refinanced. The notional value of the swap at 31 March 2024 is
£11.5 million (2023: £12.0 million).
Lease liabilities
At 31 March 2024, the Group had the following lease liabilities:
(i) £4.6 million lease liabilities payable to Gosport Borough
Council; £4.5 million for the Gosport pontoon and £0.1 million for the
ground rent on the pontoon. Both of these leases run until June 2061 and
finance charges accrue on these liabilities at a weighted average rate of
4.73%.
(ii) £1.2 million of property rental leases, including two
warehouses rented by Momart and the Momart and Bishop's Stortford head
offices, which run for between 2 to 5 years as at 31 March 2024. The
weighted average interest rate of these rental liabilities is 3.73%.
(iii) £0.2 million of lease liabilities taken out to finance trucks
by hire purchase leases at Momart. The weighted average interest rate of these
truck liabilities is 3.07%.
The total blended average interest rate on the Group's lease liabilities is
4.5% per annum.
Interest rate sensitivity analysis
An increase of 100 basis points in interest rates at the balance sheet date
would have increased / (decreased) equity and profit or loss by the amounts
shown below. This calculation assumes that the change occurred at the balance
sheet date and has been applied to risk exposures existing at that date.
This analysis assumes that all other variables, in particular foreign currency
rates, remain constant and considers the effect of financial instruments with
variable interest rates and financial instruments at fair value through profit
or loss or available-for-sale with fixed interest rates. The analysis is
performed on the same basis for 31 March 2023.
Group Company
2024 2023 2024 2023
£'000
£'000
£'000
£'000
Equity
Interest rate swap liability 116 121 116 121
Variable rate financial liabilities (120) (128) (116) (121)
Profit or Loss
Interest rate swap liability 116 121 116 121
Variable rate financial liabilities (120) (128) (116) (121)
(v) Capital Management
The Group's objectives when managing capital, which comprises equity and
reserves at 31 March 2024 of £45,086,000 (2023: £43,806,000) are to
safeguard its ability to continue as a going concern, so that it can continue
to provide returns to shareholders and benefits to our other stakeholders.
27. Operating leases
Leases as lessor
The Group leases out its investment properties, which consist of seventy eight
houses and flats, ten mobile homes and three commercial properties in the
Falkland Islands, these are leased to staff, fishing agency representatives
and other short-term visitors to the Islands. These lease agreements generally
have an initial notice period of six months, and beyond the six months initial
tenancy, one month's notice can be given by either party, therefore future
minimum lease payments under non-cancellable leases receivable are not
material.
The Company had no operating lease commitments. However, as a result of the
purchase of the five warehouses at Leyton, the Company had the following
non-cancellable operating lease rentals receivable:
Company
2024 2023
£'000
£'000
Less than one year 1,122 1,097
Between one and five years 4,487 4,389
More than five years 17,105 17,831
22,714 23,317
28. Capital commitments
At 31 March 2024, the Group had entered into the following contractual
commitments:
• £681,000 in Momart comprising £52,000 for enhancements to
existing vehicles, £625,000 for five new vehicles, and £4,000 for IT
upgrades.
At 31 March 2023, the Group had entered into the following contractual
commitments:
• £427,000 in Momart comprising £292,000 for enhancements to
existing vehicles, £111,000 for two new vehicles, and £23,000 for IT
upgrades.
• £92,000 in PHFC for infrastructure replacement.
• £42,000 in FIC for the new retail sales system.
29. Related parties
The Group has a related party relationship with its subsidiaries (see
note 14) and with its directors and executive officers.
Directors of the Company and their immediate relatives controlled 30.3%
(2023: 30.3%) of the voting shares of the Company at 31 March 2024.
The compensation of key management personnel, which includes the FIH
group plc directors and the managing directors of the subsidiaries, is as
follows:
Group Company
2024 2023 2024 2023
£'000
£'000 £'000
£'000
Key management emoluments including social security costs 1,345 1,010 814 600
Company contributions to defined contribution pension plans 60 47 17 9
Share-related awards (93) 41 (72) 46
Total key management personnel compensation 1,312 1,098 759 655
At 31 March 2024, the Group's joint venture, SAtCO, has debtors of £498,000
due from its parent companies.
On 2 May 2017, KJ Ironside, the Managing Director of FIC, purchased a
property which had been built on approximately 510 square metres of land owned
by FIC. FIC provided a loan of £65,000 to Mr Ironside to purchase the
freehold of this land. Mr Ironside sold the property during the year and the
loan was repaid in full.
FIH group plc key transactions with subsidiary entities:
Group
2024 2023
£'000
£'000
FIC
Loan from subsidiary 11,207 10,257
Management fees charged annually 641 635
Momart
Loan to subsidiary (2,830) (1,815)
Management fees charged annually 425 120
PHFC
Loan to subsidiary (3,055) (2,555)
Management fees charged annually 88 240
30. Accounting estimates
The preparation of financial statements in conformity with adopted IFRS
requires management to make judgements, estimates and assumptions that effect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based upon
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of the
judgements as to asset and liability carrying values which are not readily
apparent from other sources. Actual results may vary from these estimates, and
are taken into account in periodic reviews of the application of such
estimates and assumptions. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that
period or in the period of revision and future periods if the revision affects
both current and future periods.
Defined benefit pension liabilities
At 31 March 2024, 10 pensioners were receiving payments from the FIC defined
benefit pension scheme, and there are two deferred members. A significant
degree of estimation is involved in predicting the ultimate benefits payment
to these pensioners using actuarial assumptions to value the defined benefit
pension liability (see note 23). Management have selected these assumptions
from a range of possible options following consultations with independent
actuarial advisers. There is a range of assumptions that may be appropriate,
particularly when considering the projection of life expectancy
post-retirement, which is a key demographic assumption, and has been based on
UK mortality data, if the life expectancy assumption was one more year than
the assumptions used, this would result in an increase of £70,000 in the
liability. Selecting a different assumption could significantly increase or
decrease the IAS19 value of the Scheme's liabilities. The projections of life
expectancy make no explicit allowance for specific individual risks, such as
the possible impact of climate change or a major medical breakthrough, the
projections used reflect the aggregate impact of the many possible factors
driving changes in future mortality rates.
The figures are prepared on the basis that both the FIC pension scheme and FIC
are ongoing. If the scheme were to be wound up, the position would differ, and
would almost certainly indicate a much larger deficit.
Inventory provisions
The Group makes provisions in relation to inventory value, where the net
realisable value of an item is expected to be lower than its cost, due to
obsolescence. Historically, the calculation of inventory provisions has
entailed the use of estimates and judgements combined with mechanistic
calculations and extrapolations reflecting inventory ageing and stock turn.
During the year ended 31 March 2024, inventory provisions decreased to
£1,064,000 (2023: £1,100,000). Inventory greater than 12 months old and
with no sales in the twelve months before 31 March 2024 is provided against
in full. If this provision was reduced to 50% of the gross inventory value,
the provision would reduce by circa £225,000 (2023: £174,000). If this
provision was extended to cover all inventory greater than six months old with
no sales in the twelve months before 31 March 2024, the provision would
increase by £119,000 (2023: £117,000).
Long term construction contracts
Significant estimation is involved in determining the revenue and profit to be
recognised on long term contracts. This includes determining percentage of
completion at the balance sheet date by estimating the total expected costs to
complete each contract along with their future profitability. These estimates
directly influence the revenue and profit that can be recognised on such
contracts.
Directors and Company Information
Directors Stockbroker and Registrar
Nick Henry
Nominated Adviser
Link Group
Non-executive Chairman
Zeus Capital Limited
10th Floor Central Square, 29 Wellington Street, Leeds LS1 4DL
125 Old Broad Street,
Stuart Munro
London EC2N 1AR Financial PR
Chief Executive Officer
Novella Communications, South Wing, Somerset House, London WC2R 1LA
Solicitors
Reuben Shamu
Shoosmiths LLP Registered Office
Chief Financial Officer
1 Bow Churchyard
Kenburgh Court
London EC4M 9DQ
133-137 South Street
Robert Johnston
Bishop's Stortford
Non-executive Director Auditor
Hertfordshire
Grant Thornton UK LLP CM23 3HX
Dominic Lavelle
103 Colmore Row,
T: 01279 461630
Non-executive Director
Birmingham B3 3AG
E: admin@fihplc.com
W: www.fihplc.com (https://www.fihplc.com)
Holger Schröder Registered number 03416346
Non-executive Director
Company Secretary
AMBA Secretaries Limited
The Falkand Islands The Portsmouth Harbour Momart Limited
Company
Ferry Company
Alison Jordan, Director
Stuart Munro, Director
Adam Brown, Director
T: 02392 524551
T: 00 500 27600
T: 02392 524551
E enquiries@momart.com
E info@gfic.co.fk
E admin@gosportferry.co.uk
W: www.momart.com
W: www.falklandislandcompany.com
W: www.gosportferry.co.uk
www.fihplc.com
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