Highlight

ifrs-full

recordplc

XBRL Elements

Fact Properties

Footnote Properties

English Irish Portuguese Romanian Slovenian Slovak Hungarian Bulgarian Swedish Finnish Maltese French Czech Latvian Italian German Danish Estonian Spanish Dutch Greek Polish Lithuanian Croatian
Use Calculations v1.1

Reset

Filter

Concept Type

-

Numeric

Text

Fact Value

-

Negative

Positive

Hidden Facts

Visible Facts

Period

1 Apr 2023 to 31 Mar 2024

1 Apr 2022 to 31 Mar 2023

31 Mar 2024

31 Mar 2023

31 Mar 2022

1 Jan 2022 to 31 Mar 2023

Namespaces

ifrs-full (https://xbrl.ifrs.org/taxonomy/2022-03-24/ifrs-full)

recordplc (http://recordplc.com/xbrl/2023)

Target Document

Units

£ (iso4217:GBP)

GBP per xbrli (iso4217:GBP per xbrli:shares)

Scales

Hundredths

Thousands

Dimension Type

Explicit Dimensions

Typed Dimensions

Calculations

Summation

Contributor

414 matching facts(s)

No Fact Selected

Hidden Fact

Concealed fact

Validation

References

Calculations

Footnotes

Associated facts

Sections

Associated facts

Name of reporting entity or other means of identification

1 Apr 2023 to 31 Mar 2024

Description of nature of entity's operations and principal activities

1 Apr 2023 to 31 Mar 2024

Disclosure of authorisation of financial statements [text block]

1 Apr 2023 to 31 Mar 2024

Legal form of entity

1 Apr 2023 to 31 Mar 2024

Country of incorporation

1 Apr 2023 to 31 Mar 2024

Domicile of entity

1 Apr 2023 to 31 Mar 2024

Address of entity's registered office

1 Apr 2023 to 31 Mar 2024

Revenue

1 Apr 2023 to 31 Mar 2024

Revenue

1 Apr 2022 to 31 Mar 2023

Cost of sales

1 Apr 2023 to 31 Mar 2024

Cost of sales

1 Apr 2022 to 31 Mar 2023

Gross profit

1 Apr 2023 to 31 Mar 2024

Gross profit

1 Apr 2022 to 31 Mar 2023

Administrative expenses

1 Apr 2023 to 31 Mar 2024

Administrative expenses

1 Apr 2022 to 31 Mar 2023

Other gains (losses)

1 Apr 2023 to 31 Mar 2024

Other gains (losses)

1 Apr 2022 to 31 Mar 2023

Operating profit prior to impairment of intangible assets

1 Apr 2023 to 31 Mar 2024

Operating profit prior to impairment of intangible assets

1 Apr 2022 to 31 Mar 2023

Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9

1 Apr 2023 to 31 Mar 2024

Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9

1 Apr 2022 to 31 Mar 2023

Profit (loss) from operating activities

1 Apr 2023 to 31 Mar 2024

Profit (loss) from operating activities

1 Apr 2022 to 31 Mar 2023

Finance income

1 Apr 2023 to 31 Mar 2024

Finance income

1 Apr 2022 to 31 Mar 2023

Finance costs

1 Apr 2023 to 31 Mar 2024

Finance costs

1 Apr 2022 to 31 Mar 2023

Profit (loss) before tax

1 Apr 2023 to 31 Mar 2024

Profit (loss) before tax

1 Apr 2022 to 31 Mar 2023

Tax expense (income)

1 Apr 2023 to 31 Mar 2024

Tax expense (income)

1 Apr 2022 to 31 Mar 2023

Profit (loss)

1 Apr 2023 to 31 Mar 2024

Profit (loss)

1 Apr 2022 to 31 Mar 2023

Other comprehensive income, net of tax, exchange differences on translation, other than translation of foreign operations

1 Apr 2023 to 31 Mar 2024

Other comprehensive income, net of tax, exchange differences on translation, other than translation of foreign operations

1 Apr 2022 to 31 Mar 2023

Other comprehensive income that will not be reclassified to profit or loss, net of tax

1 Apr 2023 to 31 Mar 2024

Other comprehensive income that will not be reclassified to profit or loss, net of tax

1 Apr 2022 to 31 Mar 2023

Comprehensive income

1 Apr 2023 to 31 Mar 2024

Comprehensive income

1 Apr 2022 to 31 Mar 2023

Comprehensive income, attributable to owners of parent

1 Apr 2023 to 31 Mar 2024

Comprehensive income, attributable to owners of parent

1 Apr 2022 to 31 Mar 2023

Comprehensive income, attributable to non-controlling interests

1 Apr 2023 to 31 Mar 2024

Comprehensive income, attributable to non-controlling interests

1 Apr 2022 to 31 Mar 2023

Comprehensive income

1 Apr 2023 to 31 Mar 2024

Comprehensive income

1 Apr 2022 to 31 Mar 2023

Basic earnings (loss) per share

1 Apr 2023 to 31 Mar 2024

Basic earnings (loss) per share

1 Apr 2022 to 31 Mar 2023

Diluted earnings (loss) per share

1 Apr 2023 to 31 Mar 2024

Diluted earnings (loss) per share

1 Apr 2022 to 31 Mar 2023

Intangible assets and goodwill

31 Mar 2024

Intangible assets and goodwill

31 Mar 2023

Right-of-use assets

31 Mar 2024

Right-of-use assets

31 Mar 2023

Property, plant and equipment

31 Mar 2024

Property, plant and equipment

31 Mar 2023

Non-current investments other than investments accounted for using equity method

31 Mar 2024

Non-current investments other than investments accounted for using equity method

31 Mar 2023

Deferred tax assets

31 Mar 2024

Deferred tax assets

31 Mar 2023

Non-current assets

31 Mar 2024

Non-current assets

31 Mar 2023

Trade and other current receivables

31 Mar 2024

Trade and other current receivables

31 Mar 2023

Current derivative financial assets

31 Mar 2024

Current derivative financial assets

31 Mar 2023

Money market instruments

31 Mar 2024

Money market instruments

31 Mar 2023

Cash and cash equivalents

31 Mar 2024

Cash and cash equivalents

31 Mar 2023

Current assets

31 Mar 2024

Current assets

31 Mar 2023

Assets

31 Mar 2024

Assets

31 Mar 2023

Trade and other current payables

31 Mar 2024

Trade and other current payables

31 Mar 2023

Current tax liabilities

31 Mar 2024

Current tax liabilities

31 Mar 2023

Current provisions

31 Mar 2024

Current provisions

31 Mar 2023

Current lease liabilities

31 Mar 2024

Current lease liabilities

31 Mar 2023

Current derivative financial liabilities

31 Mar 2024

Current derivative financial liabilities

31 Mar 2023

Current liabilities

31 Mar 2024

Current liabilities

31 Mar 2023

Non-current provisions

31 Mar 2024

Non-current provisions

31 Mar 2023

Non-current lease liabilities

31 Mar 2024

Non-current lease liabilities

31 Mar 2023

Non-current liabilities

31 Mar 2024

Non-current liabilities

31 Mar 2023

Assets (liabilities)

31 Mar 2024

Assets (liabilities)

31 Mar 2023

Issued capital

31 Mar 2024

Issued capital

31 Mar 2023

Share premium

31 Mar 2024

Share premium

31 Mar 2023

Capital redemption reserve

31 Mar 2024

Capital redemption reserve

31 Mar 2023

Reserve of exchange differences on translation

31 Mar 2024

Show more results

Fact Search

Please enter some search terms

Fact Search

Please wait - building index...

Outline Unavailable

Fact Summary

Total Facts: 414

Tag Summary

Namespace | Primary Items | Dimensions | Members | Total
ifrs-full | 180 (94%) | 1 (100%) | 7 (100%) | 188 (94%)
recordplc | 11 (6%) | 0 (0%) | 0 (0%) | 11 (6%)
Total | 191 (100%) | 1 (100%) | 7 (100%) | 199 (100%)

File Summary

Inline Documents

Schemas

Presentation Linkbases

Calculation Linkbases

Definition Linkbases

Label Linkbases

Reference Linkbases

Other Linkbases

Report Creation

Validation results

Severity

Code

Message

Calculation details

| Concept | Reported value | | Minimum | Maximum

+

-

Show text only

+

-

recordfg.com

Record Financial Group

A specialist currency and asset manager offering

best-in-class products to large global investors

Record plc Annual Report 2024

Record plcAnnual Report 2024

Strategic report 1 to 57

Financial highlights 1

About us 2

Investment proposition 4

Chairman’s statement 6

Chief Executive Officer’s statement 8

Our markets 10

Business model 12

Our products 14

Strategic approach and distribution 20

Our strategy 22

Key performance indicators 24

Sustainability 26

Task Force on Climate-related

Financial Disclosures (“TCFD”) 32

Section 172 Companies Act 2006

– Our stakeholders 35

Operating review 38

Financial review 44

Risk management 52

Viability statement 57

Governance 58 to 100

Chairman’s introduction 59

Board of Directors 60

Corporate governance report 62

Nomination Committee report 69

Audit Committee report 72

Remuneration report 77

Directors’ report 96

Directors’ responsibilities statement 100

Financial statements 101 to 146

Independent auditor’s report 102

Financial statements 110

Notes to the financial statements 117

Additional information 147 to 149

Reconciliation of Alternative

PerformanceMeasures 147

Five year summary 147

Information for shareholders 148

Definitions IBC

Contents

Record Financial Group

Specialist currency and asset

manager offering best-in-class

bespoke products to large

global investors

About us

• Founded in 1983 and publicly listed on

theLSE

• Group manages over $100 billion AUM

for more than 100 institutional clients

worldwide

• Over 90 Group employees spread across

offices in London, Windsor, Zurich,

Frankfurt and Amsterdam

• Regulated by the FCA in the UK, the SEC

and CFTC in the US, and BaFin in Germany

Listen Understand Deliver

A client-focused

approach

Using strengths and

experience developed

over 40 years in

business

Unique, innovative

and sustainable

solutions

Financial highlights

Our year

in numbers

1. AUM managed by Record Financial Group as at 31 March 2024 is a combination of USD 97.5 billion based on the notional value of currency assets under management

through the Group’s currency products and USD 4.7 billion in total market value of other assets managed by the Group. By convention this is quoted in US dollars.

2. A reconciliation of alternative performance measures to their statutory equivalent is provided on page 147.

Assets Under Management

1

(“AUM”)

$102.2bn

+16.5%

FY-23: $87.7bn

Revenue Underlying operating profit

2

Operating profit

£45.4m £14.5m £12.6m

+1.6% + 0.0% -13.1%

FY-23: £44.7m FY-23: £14.5m FY-23: £14.5m

Ordinary dividend pershare Underlying profit before tax

2

Profit before tax

4.60p £14.8m £12.9m

+2 . 2 % +1.4% -11.6%

FY-23: 4.50p FY-23: £14.6m FY-23: £14.6m

Total dividend per share Underlying earnings per share

2

Earnings per share

5.20p

(including special

of 0.60p)

5.60p 4.84p

+0.4% -5.9% -18.7 %

FY-23: 5.18p (including special: 0.68p) FY-23: 5.95p FY-23: 5.95p

Record plc Annual Report 2024

1

Additional informationGovernance Financial statementsStrategic report

About us

By leveraging our 40+ years of experience and expertise in FX and

derivatives instruments and markets, and in collaboration with our

specialist partners, we are able to identify opportunities for new and

innovative products in the wider asset management sector.

At the heart of our approach is a genuine commitment to our clients, ensuring individual needs are not just met,

butexceeded, with unique tailored solutions crafted with care andexcellence.

Record Financial Group

Our business

Currency Management Asset Management

Record’s family of currency

products is centred on highly

bespoke risk management

and return-seeking solutions,

trading various FX instruments

globally across developed,

emerging and frontier markets

to best suit the evolving

currency requirements of

our clients.

Asset Management at Record

provides private market,

yield-enhancing strategies to

institutional investors across

EM debt, Digital Lending, Private

Credit and Infrastructure asset

classes, offering sustainable

and customisable structuring

and delivery infrastructure.

Total Assets Under Management

(“AUM”)

$102.2bn

+16.5% FY-23: $87.7bn

Currency Management

$97.5bn

Asset Management

$4.7bn

Further details of the Group products and operating segments are provided

onpages 14 to 19.

Record plc Annual Report 2024

2

About us

The Group’s main geographical markets,

asdetermined by the location of clients

towhomservices are provided, are the UK,

NorthAmerica and Continental Europe,

inparticular Switzerland. The Group also

hasclients elsewhere, including Australia.

Where we operate Our values

People first

Our clients value our

understanding of how achieving

long-term, sustainable

investment objectives is a

mindful journey, as much as

an economic one. Then there’s

our team – championed for its

intellectual diversity, passion

and dynamism. It’s our people

that makes us great.

Integrity

We’ve always had a legacy

of honesty and upfront client

advice over our 40 years in

existence – and that will never

change. This ethos echoes

throughout our people, our

relationships, our products and

our fees. And, as an impartial,

independent, premium listed

business, we are guided by the

highest levels of best practice

and ethical codes of conduct.

Collaboration

We firmly believe in the power

of many. Our expanding network

of like-minded specialists

globally means we can call on

various strengths and expertise.

This flexibility allows us to

customise unique solutions for

our clients.

Curiosity

We are restless minds driven by

curiosity, ideas and innovation.

We always question, so we can

give our clients excellence and

value. We are not afraid to say no

if it’s not the right investment fit.

Or to dig a bit deeper – to unearth

other opportunities or create new

and innovative solutions.

Empathy

In many ways, we can be

described as empathetic

investment advisers and

champions of varied thought.

Listeners first, we get to know

our clients and learn what their

needs are – then we create

customised solutions that fit

their specific needs.

The Group’s Head Office is in Windsor, UK with additional offices in London,

New York, Zürich, Frankfurt and Amsterdam.

In addition to these main markets, we continue to explore new geographical

markets which we believe may offer attractive opportunities.

Continental Europe North America

$69.9bn $20.7bn

68% 20%

United Kingdom Rest of the world

$6.8bn $4.8bn

7% 5%

Global AUM and operatinglocations

Head Office (Windsor) Other offices Client locations

Record plc Annual Report 2024

3

Additional informationGovernance Financial statementsStrategic report

Bespoke, innovative investment solutions and superior client

service driveconsistent AUM growth, strong cash generation

and arobust balance sheet.

Investment proposition

Our strategic vision is aligned

with sustainable growth, which is

already materialising in the form of

year-on-year high levels of revenue.

• Prioritising sustainability

ensures longevity and resilience

of our business model, enhancing

predictability of returns over the

long term

• Embracing sustainable practices

can lead to operational

efficiencies and cost savings

through resource optimisation

and innovation

• This objective not only

safeguards shareholder

interests, but allows the Group

to capitalise on opportunities in

the rapidly expanding market for

sustainability-aligned products

A proven history of ordinary dividend

payments within the stated policy

range of 70%-90% of annual

earnings provides reassurance to

shareholders and reinforces our

investment proposition.

• Signals financial stability

and confidence in our future

performance, management’s

commitment to shareholder

and value creation, and efficient

capital allocation

• Serves as a protective measure

for investors during periods of

market volatility when capital

appreciation opportunities are

limited

• Aligns the interests of the Group

and the shareholders, fostering

a transparent and mutually

beneficial relationship

Our robust and highly liquid balance

sheet provides a solid platform for

continued value creation alongside

our cash generative business

model, and is complemented by

the absence of any external debt.

• Ensures financial flexibility

and resilience, and reduces

our exposure to any potential

economic downturns and

marketvolatility

• Enables the Group to capitalise

on strategic opportunities for

growth and innovation without

the constraints of debt servicing

obligations

• The avoidance of external debt

minimises any financial risk and

preserves shareholder equity

Sustainable

growth Dividend policy

Balance sheet and

cash generation

Year-on-year growth:

Revenue:

+1.6%

Underlying profit before tax

1

:

+1.4%

Three-year annual

compound growth:

Revenue:

+21.3% p.a.

Profit before tax:

+27.7% p.a.

Year-on-year growth:

Ordinary dividends:

+2.2%

Underlying earnings per share

1

:

-5.9%

Three-year annual

compound growth:

Ordinary dividends:

+26.0% p.a.

Earnings per share

+20.7% p.a.

As at 31 March 2024:

Net assets:

£29.0m

Assets managed as cash

(no external debt):

£17.5m

1. A reconciliation of alternative performance measures to their statutory equivalent is provided on page 147.

See financial statements

from page 110 for further

information

Record plc Annual Report 2024

4

Shareholders are rewarded with ordinary

dividends paid within the stated range

of 70% to 90% of annual earnings.

Investment proposition

Trusted and long-standing

institutional client relationships

built over 40 years in managing

currency and derivatives provides

a solid foundation and strong asset

base upon which to grow.

• Long-standing relationships

underscore our commitment to

personalised service, trust and

satisfaction

• Our consistent growth in AUM

reflects client confidence in our

capabilities, expertise and track

record of generating competitive

returns

• Our ability to deliver long-term

value is centred on nurturing

these relationships to

understand the unique needs

ofeach of our clients and

delivering tailored solutions

Partnerships with established and

expert partners provide additional

skill sets and a strong pipeline of

innovative products offering unique

investment opportunities to clients.

• These partnerships provide

us the opportunity to not

only identify promising new

investment opportunities, but

also to strengthen our existing

suite of products

• Two Luxembourg funds were

launched under the Record brand

in FY-24. For each fund, Record

has partnered with a high calibre

specialist with expertise in the

specific asset classes

• A joint undertaking with a Middle

Eastern partner is underway to

develop Islamic finance working

capital products

• These new offerings ensure

that our clients have access to

additional non-currency related

investment strategies

With offices situated in the UK,

US, and the regulated asset

management business and growing

team now established in the EU,

our improved geographical reach

provides passporting opportunities

for the Group.

• Our multi-regional footprint

strengthens our resilience

against localised risks and

economic fluctuations

• Bolsters our credibility, visibility

and accessibility for both clients

and investors

• Positions us well to capture

growth opportunities, drive

operational efficiencies and

deliver sustainable value to our

stakeholders across borders

andmarkets

Client relationships

andAUM Partnerships Geographical reach

Year-on-year growth:

AUM:

+16.5%

Three-year annual

compound growth:

AUM:

+8.5% p.a.

Partners across the globe:

Luxembourg,

US, Middle East,

Ireland and

many more

Offices in:

UK, US,

Switzerland,

Germany and

the Netherlands

See pages 41 to 43 for

furtherAUM information

See pages 14 to 19 for

further information on our

partnerships

See page 3 for more

informationon the locations

ofour client base

Record plc Annual Report 2024

5

Additional informationGovernance Financial statementsStrategic report

There are few people who have the

desire and determination to start a

new business, who then also have

the management skills to allow it to

develop and mature and, in the greater

course of time, to set in place the

succession to take on the business from

the founding generation. Neil Record,

the founder of the Company, whom I

succeeded as Chairman after the last

Annual General Meeting, managed

all three over 40 years and I would

like to pay tribute to him for all that

he achieved in creating and building

Record plc. Not only has the business

developed from a tiny band located

in an office next to Windsor Riverside

Station in the early 1980s to one which

has AUM of over $100 billion which it

manages on behalf of an impressive

and demanding range of clients, but it

has done so in a manner that reflects

the high intellectual standards and

personal integrity of its founder.

The last year has also witnessed

the retirement of Leslie Hill as Chief

Executive Officer and the impending

retirement of Steve Cullen as Chief

Financial Officer. Leslie joined the

business in 1992 and, for many years,

led the sales and business development

activities of the Company. Record is

fortunate to have retained and served

some clients for periods measured in

decades rather than years and I believe

much of the loyalty from clients has

been driven both by the quality of the

services provided and the relationships

developed and led by Leslie over

many years.

Since taking over as Chief Executive

Officer in 2020, Leslie also widened the

eyes of the Company with regard to

new product and service opportunities,

creating opportunities for the new

generation of management to take

forward. Steve Cullen has also been a

magnificent servant of the Company.

Having joined in 2003 and taken over as

Chief Financial Officer in 2013, he has

been an undemonstrative, but calm

and sensible voice in the boardroom for

many years. To both Leslie and Steve,

gratitude is owed by shareholders,

Board members and employees alike.

Dr Jan Witte joined Record in 2012,

having completed his mathematics

doctorate at Balliol College, Oxford.

Since then, he has held various roles

in the Company including, in recent

times, leading the development of

Record Asset Management and being

Chief Executive of Record Currency

Management. I am delighted that he

has stepped up to become the Chief

Executive Officer of the Group. Jan has

now been joined by Richard Heading,

who will succeed Steve Cullen as

ChiefFinancial Officer. Richard has

a breadth of experience in sectors

and businesses with demands and

challenges not dissimilar to Record

and I believe that he will bring to the

business complementary skills and

external experience to support Jan’s

deep knowledge of Record and its

activities. I am confident that, between

the two of them, supported by other

senior members of the management

team, the Company is in safe hands.

Ordinary dividend per share

4.60p

+2 . 2 %

FY-23: 4.50p

Underlying earnings per share

1

5.60p

-5.9%

FY-23: 5.95p

In line with our succession planning

now materialising, I am confident

we have a new generation of senior

management in place with strong

and complementary skills to take

the business forward.

David Morrison|Chairman

Chairman’s statement

1. A reconciliation of alternative performance measures to their statutory equivalent is provided on page 147.

Record plc Annual Report 2024

6

Financial overview

In his short time to date as Group CEO,

Jan has brought renewed clarity to

the Group’s core product suite and, as

previously announced, has also made

changes to the IT strategy. The latter,

in particular, will underpin operational

strength and service quality, and is a

major focus for the coming year.

The Group continues to make progress

in its growth plans as evidenced by AUM

having almost doubled over the last five

years to its new high of over $100 billion,

coupled with the successful launch of

new products under its Custom Solution

suite of asset management products.

From a financial perspective, we

fully expect the impact of the above

changes, and others, to be seen over

the medium term. However, in the most

recent fiscal year, the overall increase

in revenues and underlying profitability

was more mundane, reflecting the

pricing of certain products and the

Company’s cost base. The year also

delivered challenges with some

events beyond our control having

an unavoidable financial impact; in

particular, the unexpected client-side

delays in launching some of our new

funds. In addition, the decision was

also taken to impair £1.9 million of

capitalised IT development expenditure

towards the end of the financial year.

In that context, maintaining Group

revenue and underlying profitability

at the same level as last year is a

reasonable achievement, albeit one

below our initial expectations. However,

looking ahead with a solid pipeline,

fund launches planned and AUM at

its highest ever level, the Group’s

trajectory remains positive and is

supported by a highly cash-generative

business model accompanied by

a robust and liquid balance sheet,

with total equity of £29.0 million

(FY-23:£28.3 million).

Further information on financial results

can be found in the Financial review

section on page 44.

Capital and dividend

Our capital policy has not changed and

aims to ensure retention of capital as

required for regulatory and working

capital purposes and for investing

in new opportunities. Our dividend

policy currently targets a level of

ordinary dividend within the range of

70% to 90% of annual earnings, which

allows for progressive and sustainable

dividend growth in line with the trend in

profitability.

Previously, and subject to financial

performance and market conditions

at the time, the Board has considered

returning excess cash to shareholders,

usually in the form of special dividends.

However, the Board retains the

discretion to change these policies as

required, either in line with changes

in strategy or in response to changing

business circumstances.

In that context, the Board is

recommending a final ordinary

dividend of 2.45 pence per share

(FY-23:2.45pence) with the full-year

ordinary dividend at 4.60 pence per

share (FY-23:4.50 pence), representing

a 2.2% increase in the ordinary dividend

and an ordinary payout ratio of 82%

of underlying earnings. The interim

dividend of 2.15pence was paid on

22December 2023, and the final

ordinary dividend of 2.45 pence will be

paid on 2 August 2024 to shareholders

on the register at 12 July 2024, subject

to shareholder approval.

Having reviewed the current level

of Group capital against its ongoing

requirements for regulatory and

investment purposes and to support its

continued growth and expansion, the

Board is announcing a special dividend

of 0.60 pence per share to be paid

simultaneously with the final ordinary

dividend. Total proposed dividends per

share for the year are 5.20 pence per

share (FY-23: 5.18 pence) compared

to underlying earnings per share of

5.60pence (FY-23: 5.95 pence).

The Board

As noted above, the past year has

witnessed substantive changes to

the Board and senior management of

the Company. Rarely, however, can

one note that the Chairman stood

down after 40years, the CEO after

31years with the Company and the

CFO after 21 years. Nevertheless, such

changes give rise to management

challenges and I would like to take this

opportunity to thank my colleagues on

the Board and the senior members of

the management team for their advice,

challenge and support since I took the

chair last summer.

Having expressed an inclination to do

so some time ago, but having most

helpfully agreed to remain in post to

support the process of management

change over the past few months,

TimEdwards recently took the decision

to stand down from the Board, after six

years’ service, to give him time to focus

on the biotechnology sector.

I would like to thank Tim for the

commitment and counsel he has given

to the Board and the management team.

To succeed Tim, shortly before issuing

this report we were able to announce

the appointment of Dr Othman

Boukrami as a new Non-executive

Director with effect from 1 July 2024.

Othman is currently Chief Investment

Officer of TCX, the Currency Exchange

Fund, having earlier in his career

held senior positions in the African

Development Group and Citibank.

Othman brings highly pertinent

sector expertise to the Board and

Iam delighted that he accepted the

invitation to join it.

I am also pleased that we have

appointed Kevin Ayles to the Board

in an executive capacity. Kevin has

been with Record since 2007 and, in

a company that is wholly dependent

on the calibre and commitment of its

employees, he has played a critical

role in developing the strength of the

management team in his capacity as

Head of Human Resources. Kevin’s

appointment is both recognition of the

contribution he makes to the business

and a reflection of the importance of

his role to the future of the Company.

Outlook

A new senior management team

quite rightly takes the opportunity to

review the strategic and operational

imperatives of a business as well as the

environment and markets in which a

company is operating. That is a process

that is ongoing within Record at present,

on which Jan Witte comments in his CEO

report, and which will continue during

the first half of the current financial

year. The focus, in the short term, is

on ensuring operational strength and

stability along with client satisfaction.

Taking a medium-term view, I am

confident that we have a new generation

of senior management in place able

to take the Company forward and

that we are operating in political and

economic conditions that will provide

the Company with an opportunity-rich

environment both for currency hedging

mandates and for alternative asset

investments that are not correlated with

more conventional asset classes.

David Morrison

Chairman

27 June 2024

Chairman’s statement

Record plc Annual Report 2024

7

Additional informationGovernance Financial statementsStrategic report

Overview

I am proud to have become CEO of

Record and consider it a great privilege

to be able to both lead and evolve the

business going forward, supported by an

experienced team of senior colleagues,

many of whom have been at Record for

ten years or more.

To put things in context, it is instructive

to look back at the transformation the

business has seen over the last decade

and more specifically in the last couple

of years.

In the period after the financial crisis

of 2008/9, Record’s product set, while

profitable, became somewhat stagnant

and, in 2017, fee pressure across the

industry was becoming an increasing

concern. This highlighted the need for

change and, against a backdrop of falling

profitability, Leslie Hill, formerly Head

of Sales, was appointed CEO in 2020 to

introduce fresh thinking and to explore

new opportunities for growth.

Leslie successfully created this younger,

more dynamic senior management team

across the Group and encouraged a more

entrepreneurial mindset to take root.

Asa result, over the last couple of years,

we have proactively developed and

explored a number of new possibilities,

not all of which we plan to take forward

given the need to focus on those areas

offering the greatest potential.

Strategy

Since my appointment on 1 April of this

year, the senior management team

has been working to crystallise our

long-term strategy for growth and we

have started by setting some very clear

priorities. With a much higher level of

strategic clarity, our focus now is firmly

on execution and we must get the

details right.

One of the things that has become

very clear is that we need to define our

positioning in the industry landscape.

We now strongly identify (and reinforce

this positioning) as a specialist

asset manager focused on offering

best-in-class products to large global

investors.

Being a specialist is a role that

is consistent with our roots, our

established product lines, and our

more recent expansion into new

products. It is also consistent with our

culture and the exceptional expertise

of many of the people we employ. We

don’t aspire to, and it is not necessary

to, excel at everything; but where

we are competing, we aim to provide

best-in-class solutions.

Another quality that makes us unique

is our ability to structure and deliver

large purpose-built investment

solutions. Our size here is key. We are

large enough to structure and deliver

multi-billion USD mandates, and

simultaneously small enough to be

nimble and accommodate the unique

and often complex detail required

to deliver exceptional output for our

rightly demanding clients.

In an increasingly complex world,

where rapid technological progress

competes for attention with

de-globalisation and geopolitical

tensions, these purpose-built

investment solutions of exceptional

quality and the way we can deliver

them, are in demand. As testament

to that, we now manage more than

USD100 bn for clients worldwide.

Revenue

£45.4m

+1.6%

FY-23: £44.7m

Underlying profit before tax

1

£14.8m

+1.4%

FY-23: £14.6m

Since my appointment on 1 April of

this year, as a team, we have now

crystallised our long-term strategy

for growth around some very clear

priorities.

Jan Witte|Chief Executive Officer

Chief Executive Officer’s statement

1. A reconciliation of alternative performance

measures to their statutory equivalent is provided

on page 147.

Record plc Annual Report 2024

8

Our client base continues to comprise

institutional investors, pension

funds, and foundations. In recent

years, we have also attracted an

increasing number of international

asset managers, which is an exciting

development and is now one of the key

areas of support and development.

With teams in London, Zurich,

Frankfurt, Amsterdam, and New York,

and around 100 employees globally,

wehave our eyes firmly set on the work

that is required to build on our recent

AUM milestones and to continue our

trajectory of growth. To this end, our

energy is now directed towards six

distinct product categories where we

offer a unique value proposition, and

where we can be best in class.

Currency Management, with a renewed

focus on core products, comprises:

• Passive Hedging;

• Hedging for Asset Managers

• Dynamic Hedging; and

• FX Alpha (formerly Currency

forReturn).

Asset Management, where products

require more preparatory work

and hence lead times are greater,

comprises;

• Emerging Market Debt; and

• Custom Solutions (including Private

Credit and Infrastructure Equity).

We will be heavily focused on this

envelope of six core product categories

and have created high hurdles for

ourselves when it comes toadding

newproducts.

Our priority is very much “bigger and

better” in the areas where we are

already strong, with the expansion

ofour range a secondaryaim.

Financial performance

Group revenue increased by 2% and, on

an underlying basis (excluding one-off

and exceptional costs), operating profit

margin and pre-tax profit were 32%

and £14.8 million respectively. Against a

difficult backdrop, maintaining these at

the same level as in the previous year

can be considered a respectable result.

The underlying financial performance

of the Group remains strong. We saw

material growth in AUM across both

currency and asset management

products during the year, which reflects

the time and effort of colleagues spent

both in maintaining, but also in growing

and winning client mandates.

Consequently, FY-24 saw the Group

pass some milestones of note: AUM

rose by over 16% to its highest ever

level of $102.2 billion, with FY-24 being

the fifth consecutive year of positive

net inflows. In addition, we launched

two funds under our new Custom

Solutions suite of asset management

products and maintained the high level

of performance fees of £5.8 million

earned in the previous fiscal year.

The impairment of the previously

capitalised IT-development

expenditure of £1.9 million for the

R-Platform was announced prior to

theyear end.

Whilst disappointing, having

taken account of both the scale of

improvement delivered over the

previous two years plus the future

investment required over a prolonged

period, the strategic decision was

taken to cease further development

and to bring future IT infrastructure

and development teams in-house.

The Board was fully supportive of

this decision which we believe will

strengthen the Group’s ability to

develop and deliver our tailored

solutions in a more cost-effective way,

which can only be in the best interests

both of our clients and shareholders.

Further information on financial results

can be found in the Financial review

section on page 44.

Outlook

It’s a privilege to be leading the Group

and a delight to be working with

both superb colleagues and clients

who really make every day at Record

enjoyable. I am confident that the

renewed focus we have on a core

suite of six product categories, where

our offering and value-add is unique,

positions us well for growth in the

years ahead.

Jan Witte

Chief Executive Officer

27 June 2024

Chief Executive Officer’s statement

A message from the outgoing Chief Executive Officer

My time as CEO was both challenging and exciting, and I was very proud

of what we all achieved together while not losing sight of what our clients

value us for: reliable and sophisticated solutions to their currency and

interest rate issues, coupled with complete alignment with their interests.

Since I have retired and am now a shareholder and adviser, I am watching

with great enthusiasm and pleasure the strides the Company is making on

all the chosen paths of diversification. I am sure that Jan as our new CEO

will prove to be as dedicated and creative as he has been during his whole

career at Record, innovating while also taking care to keep sight of our

core values. David Morrison will no doubt support and help Jan bringing

his years of experience to the issues and challenges all asset management

businesses must face.

I must thank everyone for a most exciting and challenging career at Record

and for all the good things being there has brought me and wish everyone

all the very best for the next phase.

Leslie Hill

Record plc Annual Report 2024

9

Additional informationGovernance Financial statementsStrategic report

Our markets

With our continued

expansion into

alternative asset

management, we

recognise the

emergence of a new

market with its

associated trends.

While its impact on our operations

is currently limited, we anticipate

that as we continue to grow in

this area, the asset management

market will play a more important

role in shaping our strategies and

outcomes in the future. Nonetheless,

for the 2024 financial year our core

operations remained anchored to the

currency market, which continues

to serve as our primary operational

domain.

The currency market is essential

to global trade and finance and

includes a high proportion of

not-for-profit or forced participants,

resulting in profit-seeking financial

institutions continuing to represent

a minority of FX market participants.

Consequently, the market displays

persistent patterns of behaviour or

inefficiencies which we believe can

best be exploited by a combination

of systematic and discretionary

processes.

The FX market continues to offer

opportunities for investors. Record’s

expertise is in identifying and

understanding these opportunities

and then working with clients to

understand how such opportunities

may be used to their best advantage,

taking account of each client’s

individual circumstances and

attitude to risk.

Macro global trends

1 2 5

Disinflationary

trends

Subdued FX

volatility

New geopolitical

risks

Central banks have vigilantly

monitored ongoing inflation risks,

with the disinflation process

unfolding slowly, yet mostly

smoothly, and effectively. Developed

Market central banks are nearing

their inflation targets, though

a slowdown in services sector

disinflation remains a challenge.

Gaining confidence, policymakers

began to signal potential rate cuts

before inflation comes wholly into

full balance. The market’s calibration

of timing and depth of expected rate

cuts were a major driver of currency

fluctuations during this period.

Tentative successes in controlling

inflation, the stability of short-term

interest rates, and the attendant

expectation of reduced interest

rates have led to decreased currency

volatility. In certain instances, the

market-implied volatility levels

approached levels close to those seen

before the pandemic. This reduction

in volatility also likely mirrored

market optimism regarding a “soft

landing” in the US economy, coupled

with the possibility of a rebound in

activity in other regions, dependent

onco-ordinated cycles of monetary

policy easing.

The onset of the conflict between

Israel and Hamas introduced new

geopolitical challenges, supporting

oil prices and raising concerns about

further supply chain disruptions,

especially as Houthi militants, backed

by Iran, targeted commercial vessels

in the Red Sea. After an unsuccessful

summer offensive by Ukraine, signs

of war weariness became apparent in

the West and among US lawmakers.

Meanwhile, ahead of the US election in

November, investors started to assess

the potential impact of a shift towards

Republican policies on industry and

international relations, including trade

and tariffs and a potentially more

confrontational stance towards the

Federal Reserve.

3 4

A range-bound

US dollar

China’s economic

malaise

The US dollar fluctuated within a

narrow range, caught in a tug-of-

war between expectations of a

Federal Reserve easing cycle and an

economic exceptionalism narrative

that supported a “higher for longer”

pricing of interest rates. Most

central banks resisted the market’s

expectations for larger rate cuts,

with some adopting interventionist

strategies to bolster their currencies,

such as direct market interventions

in Switzerland and Japan, and an

FX reserve hedging programme in

Sweden. The Japanese yen was the

exception, experiencing notable

depreciation as the Bank of Japan

hiked its policy rate but maintained

itsaccommodative monetary stance.

The Chinese economy encountered

various obstacles, such as declining

house prices, stringent regulatory

measures and high debt levels. The

government’s fiscal measures were

perceived as constrained, possibly due

to concerns over debt sustainability

and the risk of moral hazard in

the real estate sector. Monetary

policy adjustments were similarly

constrained, with considerations for

bank profitability, currency stability

and the strategic goal of promoting

the renminbi’s internationalisation.

Consequently, elevated real interest

rates had a dampening effect on

economic activity in China.

Record plc Annual Report 2024

10

Our markets

The anticipated rate cutting cycle

and potential divergence in economic

performance across regions can

lead to trends in the US dollar and

other currencies. Our Dynamic

Hedging strategy can help reduce

timing risk by gradually adjusting

hedge ratios in response to emerging

currency trends. The flexible

nature of Dynamic Hedging via its

implementation with FX forwards can

allow for lower implementation costs

compared to market alternatives,

and can accommodate client-specific

risk budgets, benchmarking and

market considerations. We are also

able to act on market opportunities

to capture hedge value and/or adjust

responsiveness of the hedges after

a period of base currency weakness.

For clients who want to use a

broader set of signals we are now

offering an active hedging process

allocating dynamically based on

different currency market factors

(e.g. expressions of currency carry,

volatility, trends and US dollar

cyclicality), depending on their recent

strength and relative importance in

explaining currency returns.

Increased inflation uncertainty, larger

short-term interest rate fluctuations

and diverging country fundamentals

improve the opportunity set within

currency markets and have helped

generate a pick-up in interest for

return-generating currency products.

Record’s Currency Multi-Strategy

can systematically target these

patterns and discover inefficiencies

that emerge within currency markets.

The strategy is optimised across

multiple styles (fundamental and

quantitative), time horizons, regions

and trading frequencies, aiming to

deliver a stable return stream in

a range of environments with low

correlation to traditional asset

classes. To further capitalise on

currency fluctuations in Emerging

Markets and to complement our

existing fundamental strand, we

implemented an Emerging Market

Classification (“EMC”) strategy. The

EMC dynamically allocates to various

currency factor groups according

to their perceived ability to explain

currency returns, and the process is

systematised using a quantitative

machine learning model to make

predictions.

Our broad suite of strategies across

hedging and FX Alpha means we

are well positioned to offer both

standalone and Multi-product

solutions for clients across base

currencies and market environments.

Multi-product strategies can aim

to both reduce currency risk (e.g.

through passive or active hedging)

and improve returns by taking

cross-hedging positions that more

effectively align inherited currency

exposures with return opportunities

inthe currency market.

What this means for our business

1 2 5

Disinflationary

trends

Subdued FX

volatility

New geopolitical

risks

Central banks have vigilantly

monitored ongoing inflation risks,

with the disinflation process

unfolding slowly, yet mostly

smoothly, and effectively. Developed

Market central banks are nearing

their inflation targets, though

a slowdown in services sector

disinflation remains a challenge.

Gaining confidence, policymakers

began to signal potential rate cuts

before inflation comes wholly into

full balance. The market’s calibration

of timing and depth of expected rate

cuts were a major driver of currency

fluctuations during this period.

Tentative successes in controlling

inflation, the stability of short-term

interest rates, and the attendant

expectation of reduced interest

rates have led to decreased currency

volatility. In certain instances, the

market-implied volatility levels

approached levels close to those seen

before the pandemic. This reduction

in volatility also likely mirrored

market optimism regarding a “soft

landing” in the US economy, coupled

with the possibility of a rebound in

activity in other regions, dependent

onco-ordinated cycles of monetary

policy easing.

The onset of the conflict between

Israel and Hamas introduced new

geopolitical challenges, supporting

oil prices and raising concerns about

further supply chain disruptions,

especially as Houthi militants, backed

by Iran, targeted commercial vessels

in the Red Sea. After an unsuccessful

summer offensive by Ukraine, signs

of war weariness became apparent in

the West and among US lawmakers.

Meanwhile, ahead of the US election in

November, investors started to assess

the potential impact of a shift towards

Republican policies on industry and

international relations, including trade

and tariffs and a potentially more

confrontational stance towards the

Federal Reserve.

3 4

A range-bound

US dollar

China’s economic

malaise

The US dollar fluctuated within a

narrow range, caught in a tug-of-

war between expectations of a

Federal Reserve easing cycle and an

economic exceptionalism narrative

that supported a “higher for longer”

pricing of interest rates. Most

central banks resisted the market’s

expectations for larger rate cuts,

with some adopting interventionist

strategies to bolster their currencies,

such as direct market interventions

in Switzerland and Japan, and an

FX reserve hedging programme in

Sweden. The Japanese yen was the

exception, experiencing notable

depreciation as the Bank of Japan

hiked its policy rate but maintained

itsaccommodative monetary stance.

The Chinese economy encountered

various obstacles, such as declining

house prices, stringent regulatory

measures and high debt levels. The

government’s fiscal measures were

perceived as constrained, possibly due

to concerns over debt sustainability

and the risk of moral hazard in

the real estate sector. Monetary

policy adjustments were similarly

constrained, with considerations for

bank profitability, currency stability

and the strategic goal of promoting

the renminbi’s internationalisation.

Consequently, elevated real interest

rates had a dampening effect on

economic activity in China.

Record plc Annual Report 2024

11

Additional informationGovernance Financial statementsStrategic report

Our business model

Business Model

Our resources

Client relationships

We forge strong, collaborative

and long-standing client

relationships acting as a

trusted adviser, underpinned

by a deep understanding of

each client’s opportunities and

investmentobjectives.

Expertise

andpartnerships

We are experts in FX and

derivatives products and markets

and we use this in collaboration

with our expanding network of

like-minded specialist partners

to build unique solutions for

our clients across the asset

management universe.

Financial strength

Record is a highly cash-generative,

asset-light business with a strong

balance sheet and a disciplined

and rigorous approach to capital

management – strengths which

have guided us through various

and challenging market cycles over

40years in business.

Values and culture

Strong values and a culture built

over 40 years underpin the way

we work, guiding our behaviour,

operations and communications

ineverything we do.

Our business

We are a specialist currency

and asset manager offering

best-in-class products to

large global investors:

Currency

Management

With currency management

experience going back over

four decades to the founding of

the firm, currency management

products and solutions still

comprise the largest portion

of Group AUM and a key part

ofour client offering.

See more on

pages 14 to 16

Asset

Management

Record has now cemented

itself into the broader asset

management space, with

access to, and collaboration

with, like-minded and

specialist partners, allowing us

to offer solutions and products

to help our clients address the

investment challenges they

face outside the pure FX arena.

See more on

pages 17 to 19

Our strategy

Our strategy is focused on

continued sustainable growth

supported by the following

three pillars:

Organic Growth

• Continue to grow core AUM by

positioning

• Grow higher-margin products

to benefit from multi-decade

trends in bank disintermediation

and private markets

• Create a foundation for a

sustainable growth rate

Quality of Earnings

• Investment in people, systems

and brand

• A refined focus on a more

balanced contribution from

the six core products and their

performance

Operational

Excellence

• Proprietary operational

framework optimised for

Recordcore products

• New IT leadership team

and expansion of in-house

development team

See more on

pages 22 to 23

Record plc Annual Report 2024

12

Our business model

Benefits to our

stakeholders

Clients

In all respects, we are a

client-led business. We listen

to our clients, understand their

investment objectives and,

using our expertise alongside

that of our chosen partners,

deliver innovative products and

services and the highest levels

of client service.

People

Our people make our business

great and are championed for

their intellectual diversity,

passion and dynamism. We are

committed to ensuring that

our culture openly reflects our

values and to creating the best

possible working environment

where our people can thrive.

Society

Providing support for local

community-led projects and

charitable causes.

Environment

Reduced environmental impact

– we have committed to reduce

our own carbon emissions

and to develop impactful

and sustainable investment

solutions alongside our clients

and partners.

Shareholders

To ensure the long-term success

of the Group and to deliver

enhanced shareholder value

through growth in financial

performance and capital

distributions.

See more on

pages 35 to 37

Our

approach

Listen1

Understand

2

Deliver

3

A client-focused approach

Using strengths and

experience developed

over 40 years in business

Unique, innovative

sustainable solutions

Our value creation

Our business methodology allows us to provide tailored solutions

to all our clients, leading to value creation for all our stakeholders.

Cash generation

Our highly cash-generative business model allows us to

remain independent and self-financing, with no external

debt. We use the cash generated to reinvest into the

business in the pursuit of growth in line with our strategy,

to ensure the day-to-day expenditure requirements of

the business are met, and to return surplus cash to our

shareholders in the form of dividends or share repurchases.

Net cash inflow (before tax)

from operating activities:

Returns to shareholders

– ordinary dividend per share:

£16.3m 4.60p

+2 5% +2 . 2 %

FY-23 (restated): £13.0m FY-23: 4.50p

Record plc Annual Report 2024

13

Additional informationGovernance Financial statementsStrategic report

Our products

Passive Hedging

Passive Hedging aims to reduce

portfolio volatility by removing

currency risk. This is achieved through

symmetrical elimination of currency

exposure from clients’ international

portfolios. Record’s approach combines

investment efficiency with operational

excellence. Clients benefit from best

execution, custom benchmarks,

optimised exposure capture,

management of cash flows and a

complete reporting suite, including

regulatory reporting.

Enhanced Passive Hedging builds

on Record’s core offering, aiming

to add value by exploiting market

inefficiencies without affecting the

consistent protection against currency

moves. Our market-leading approach

requires constant monitoring and

innovation from a specialist team, using

bespoke infrastructure to both identify

and capture opportunities within a

robust risk management framework.

Hedging for Asset Managers

Developed as an extension of Record’s

Passive Hedging experience and

expertise, Hedging for Asset Managers

now exists as a standalone product

with a dedicated team. Theemphasis

of Record’s approach is on a bespoke

solution tailored specifically to

the strategy and structure of the

underlying investment with a keen

focus on liquidity management and

efficient implementation. Our clients

benefit from our expert trading team,

infrastructure and robust operational

processes allowing them to focus on

delivering uncompromised returns

to their investors with best-in-class

currency risk management seamlessly

integrated into the process.

Our products

Apr

2009

Apr

2010

Apr

2011

Apr

2012

Apr

2013

Apr

2014

Apr

2015

Apr

2016

Apr

2017

Apr

2018

Apr

2019

Apr

2020

Apr

2021

Apr

2022

Apr

2023

Mar

2024

Record Hedging Return (cum.) Currency Return (cum.)

(30%)

(20%)

(10%)

10%

0%

20%

30%

Value added by Dynamic Hedging programme for a representative US-based account

April 2009 – March 2024

Protected Currency Return (cum.)

Assets Under Management

(“AUM”)

$97.5bn

+19.8%

FY-23: $81.4bn

Revenue

£33.9m

+3.0%

FY-23: £32.9m

Currency Management

Currency management has been at the forefront of Record’s offering for over four

decadesand firmly remains a key pillar today, making up the majority of Group AUM

andbeing the vanguard of our reputation as a leading specialist asset manager.

Thefirmcontinues to pride itself on the depth and breadth of currency expertise

anddividesitsattention on four key products.

Risk disclaimer: These graphs illustrate historic returns for representative accounts. Individual client asset allocations, strategy, currencies and other criteria may

materially alter actual returns.

Record plc Annual Report 2024

14

Dynamic Hedging

Our Dynamic Hedging product has been

at the core of Record’s offering for four

decades, aiming to reduce risk through

active management of currency

risk embedded within portfolios

while seeking to minimise cash flow

requirements and add value over a full

currency cycle. The process aims to

generate asymmetric results allowing

our clients to benefit from foreign

currency strength while offering

protection against foreign currency

weakness. The delivery of these

mandates continues to evolve but

Dynamic Hedging remains a critical tool

in the management of currency risk.

FX Alpha (formerly

CurrencyforReturn)

Record’s FX Alpha offering

is encapsulated in Currency

Multi-Strategy, our flagship Alpha

product, which combines multiple

return drivers into a single balanced

portfolio that targets consistent

returns in a variety of market

conditions. This is achieved due to the

diversification within the portfolio

which trades in both developed and

emerging markets and approaches

each through a fundamental and

quantitative lens. Fundamental

approaches include carry and value

which are exploited across the

currency universe while quantitative

drivers include trend, volatility, carry

and cyclicality.

The unique sources of return exploited

over multiple time horizons and risk

sensitivities aim to deliver a stable

return that is uncorrelated with risks

elsewhere in the portfolio. And the

other unique feature, as with other

currency strategies, is that it can be run

unfunded, simply adding to the returns

generated elsewhere in the portfolio.

Strategic approach

anddistribution

We are seeing a high level of interest

in FX Alpha primarily due to strong,

uncorrelated returns that can be

achieved without an initial outlay of

capital. This approach is particularly

attractive in the US. While FX Alpha

programmes have typically been

implemented by large corporate and

public pension plans, there appears

to be a groundswell among non-profit

investors looking to add additional

return to their portfolios. This is further

complemented by the multi-manager

community who are mostly new to

FXAlpha and who are now identifying

that its lack of correlation can be

complementary to existing allocations

even on a funded basis.

The regional focus on Dynamic Hedging

remains in the US since the US dollar

exhibits significant trending behaviour,

but the team is starting to explore

the opportunity set in other markets.

Dynamic Hedging conversations and

ultimately sales are very much linked

to the path of the US dollar with some

investors considering market timing

to be key to implementing such a

programme.

Should there be a continued period of

US dollar weakness, this would likely

increase interest in such programmes.

Demand for Enhanced Passive Hedging

is likely to remain at its current level so

the primary focus is on consolidation

of the position as the incumbent

through excellent client service and

performance with further sales

opportunity diminished given the

current assets managed relative to

themarket size.

Hedging for Asset Managers defies

categorisation by geography with

opportunity in the UK, Europe, Asia

and North America. It also stands

out as a product line that merits a

different sales approach. Success

in the space is most likely achieved

through partnerships with significant

alternative asset managers, regardless

of their stage of development, and

then growing in partnership with them

as they cross between investment

strategies and raise assets. Another

approach which Record is employing

is to work with select partners in the

space who service the growing needs

of the private markets community

and to work with and support those

partners to grow our reputation,

brandand ultimately assets.

Our products

Jul

2012

Mar

2013

Nov

2013

Monthly returns

Cumulative gross excess return

Composite live returns Client returns

(4%)

0%

4%

8%

Currency Multi-Strategy composite performance since strategy inception

AUD base; 4% expected volatility; 31 July 2012 – 28 March 2024

18%

12%

Jul

2014

Mar

2015

Nov

2015

Jul

2016

Mar

2017

Nov

2017

Jul

2018

Mar

2019

Nov

2019

Jul

2020

Mar

2021

Nov

2021

Jul

2022

Mar

2023

Mar

2024

Nov

2023

16%

Risk disclaimer: These graphs illustrate historic returns for representative accounts. Individual client asset allocations, strategy, currencies and other criteria may

materially alter actual returns.

Record plc Annual Report 2024

15

Additional informationGovernance Financial statementsStrategic report

Milestones in FY-24

FY-24 performance was characterised

by strong investment performance

across the product range. Our FX Alpha

flagship, Currency Multi-Strategy,

showed exceptional performance over

the year, driven in particular by the

emerging markets (“EM”) components

which benefited from highly divergent

monetary policy across the investment

universe, which led to significant

performancefees.

This fundamental approach was

complemented by the introduction

ofa quantitative strategy in emerging

markets, which has performed strongly

since inception and was quickly adopted

by a large client to complement their

existing EM allocation. The culmination

of the performance and client interest

resulted in the upgrading of the

strategy rating to the top level by

one of the leading global investment

consultants, with others considering

the strategy in more depth.

FY-24 also saw strong performance

in Enhanced Passive Hedging

making continued performance fee

contributions. A large pension fund

mandate win in Switzerland has

confirmed Record’s status as the

leading provider in the space and

we look to extend our advantage in

delivering complex mandates and

continued outperformance.

Dynamic Hedging has continued to

perform in line with expectations

and has delivered value to clients,

consolidating the two large mandate

wins at the end of FY-23 amongst

difficult market conditions with few

extended trends.

Finally, new partnerships in the private

capital and private wealth space

for our Hedging for Asset Managers

product have been at the forefront of

our evolution of the product alongside

existing clients. New prospects are able

to receive sophisticated modelling of

their portfolio under a wide variety of

conditions, bringing to life challenging,

hypothetical conversations around

exchange rate path dependence

and ensuring Record is a compelling

currency partner as the private credit

space in particular continues to gather

assets apace.

Looking forward

Into FY-25, we have expectations on

raising further assets across two

product lines. We anticipate that the

demand for FX Alpha will continue off

the back of three key factors. Firstly,

Record’s strong performance in FY-24,

both in an absolute sense and relative

to peers, has garnered some attention,

ensuring competitiveness not only

across the currency space but also in

the broader categories of Systematic

Global Macro and CTAs. Secondly and

relatedly, continued divergence in

interest rates and monetary policy

globally would be expected to continue

to drive currency movement which

Record is well positioned to exploit.

These continued trends should form

the base for further strong and

uncorrelated performance. Finally,

with interest rates elevated relative to

the last decade, the hedge fund sector

is coming under some pressure to

deliver ever-high returns to maintain

outperformance of cash, which helps to

underline the value and advantages of

our FX Alpha strategies.

Another area of expected growth is

in Hedging for Asset Managers where

the team is ever-more deeply plugged

into the space and the key players at

the same time as the larger alternative

asset managers are globalising and

looking at the wealth channel for

further asset raising. Both of these

provide significant opportunity for

Record to add value and visibility.

With currency adding an additional

dimension for previously domestic

investors, our expectation is for more

alternative managers to outsource their

FX, looking for a partner to add value

whilst reducing their own investing

burden.

Our products continued

Record plc Annual Report 2024

16

Our products continued

Our products

EM Debt

Record EM Sustainable Finance Fund

(“EMSF”)

Record’s EMSF product is a trailblazing

FX-centric, sustainability-led

approach to emerging market debt

(“EMD”) investing. The strategy

targets the same return drivers that

investors seek within traditional EMD

allocations but re-engineered to offer

a more diversified and flexible return

stream, with better risk management

and reduced drawdowns, and as a

result appeals to investors that are

outcome minded regardless of their

sustainability leanings. The strategy

invests in emerging and frontier

market currencies and bonds, where

possible seeking to lengthen tenors

beyond market standard to enhance

yield and develop local market while

still maintaining a highly diversified

exposure tilted to their investment

attractiveness and not the market

capitalisation of their debt issuance.

The supporting cash in the portfolio is

invested in USD bonds whose duration

is actively managed to achieve the

portfolio’s aims.

Record’s EMSF Fund is categorised

as Article 8 under the European

Sustainable Financial Disclosure

Regulation for its promotion of social

characteristics. Developing economies

often rely on loans denominated

in foreign currencies to progress;

however, currency volatility can act

as a major barrier to the development

of domestic capital markets and

the creation of economic wealth.

The costs of insuring the currency

risk can be high and subject to large

fluctuations, leaving local businesses

and communities unprotected and

vulnerable. The number of affected

emerging market countries is vast,

creating a large and diversified target

universe for the fund.

Jul

2021

Jan

2022

Jul

2022

Jan

2023

Jul

2023

Jan

2024

JPM EMBIGD (EM hard currency debt)

Record EM Sustainable Finance JPM GBI-EM GD (EM local currency debt)

-30%

-20%

-10%

0%

Record Emerging Markets Sustainable Finance vs. Emerging Market Indices

USD; June 2021 - March 2024

10%

20%

Net Returns

20.4%

20.5%

Outperformance

Assets Under Management

(“AUM”)

$4.7bn

-25.4%

FY-23: $6.3bn

Revenue

£11.5m

-2.5%

FY-23: £11.8m

Asset Management

Record’s expansion into the broader asset management space over the past couple of

yearsrepresents the latest evolution in our client focus. We now offer a range of solutions

and products to help clients tackle investment challenges beyond foreign exchange.

AsaGroup, we are managing funds with innovative and interesting investment strategies

anddistributing these ideas to clients.

Risk disclaimer: These graphs illustrate historic returns for representative accounts. Individual client asset allocations, strategy, currencies and other criteria may

materially alter actual returns.

Record plc Annual Report 2024

17

Additional informationGovernance Financial statementsStrategic report

Our products continued

Custom solutions

Multi-product

Multi-product mandates are bespoke

and combine two or more elements

which cannot readily be separated

for reporting purposes. Typically,

these mandates incorporate both

risk-reducing and return-seeking

objectives tailored to meet individual

client requirements, for which hybrid

fee rates are applicable.

General Partner (“GP”) Stakes

The GP Stakes product takes minority

equity stakes in alternative asset

managers, across private asset classes

including private equity, private credit,

infrastructure and real estate. By

investing in the GPs directly as opposed

to their funds, our clients participate

in their management fee income,

their carried interest, balance sheet

investments in the form of yield, as well

as any growth in the enterprise value of

those managers. Due to the diversified

nature of the product, investors benefit

from the broader growth trend of private

markets within the investment universe.

Protected Equities

The Protected Equity product uses a

well-tested multi-factor approach to

select a broadly diversified portfolio of

international public equities, expected

to deliver outperformance in a variety

of market conditions. Additionally, the

strategy incorporates tail-risk hedging

positions designed to deliver strong

outperformance in extreme market

drawdowns, contributing to enhanced

long-term returns.

Liquid Credit Solutions

Record structures mandates in the liquid

credit space through digital lending

that exploits the disintermediation of

the banking sector with technology

to deliver stable yields from the real

economy. The product invests in a

diversified portfolio of short-dated

loans to corporates and consumers

originated through over 130 specialist

fintech platforms. The portfolio is

exceedingly granular with hundreds

ofthousands of line items.

Strategic approach

anddistribution

Record’s Asset Management business

intends to grow along three verticals

– private marketsolutions, alternative

investment strategies and bespoke

client mandates. Thestrategic

approach emphasises a blend of

internal and externally sourced return

driversto bolster product innovation.

Record is known for understanding

overlaid return drivers in the currency

space. We believe the same know-how

can be applied to the entire spectrum

of liquid instruments and form a

risk framework that differentiates

between a notional exposure and

the corresponding funding element.

Expanding the range of overlay

strategies to other asset classes will

allow Record to uniquely position itself

in the alternative solution segment.

We continue to prioritise custom

solutions tailored to meet the

specific needs of clients. Through

collaborative partnerships and a

client-centric approach, we seek to

be a trusted adviser to our clients.

These relationships can give rise to

new opportunities, as in the case of

the anticipated Infrastructure Fund,

which leverages off client relationships

nurtured by the Currency Management

business over many years.

By integrating in-house capabilities

with third-party expertise, Record aims

to deliver unique investment solutions

that align with client objectives and

regulatory requirements. An example

of this is the development of a new

Islamic finance working capital fund.

Ourportfolio management and

structuring teams are spearheading

the asset origination and investment

product design, while our partner

handles the Islamic compliance features.

Distribution efforts are being led by a

bank with excellent client relationships

in the Middle East. This dual distribution

model, using both our own sales

team and local partners, has proved

successful in ensuring our products are

getting in front of the right clients.

EMSF is a product line that defies

geographic constraints and is likely

to see two key client types. The first

of these are the sustainability and

impact-centric investors, typically

within Europe, who appreciate the

positive contribution that the strategy

is able to make in emerging and frontier

markets at the same time as delivering

returns for investors.

The second key investor will be the

highly sophisticated investors globally,

regardless of their sustainability

leaning, who recognise the approach

forits innovation, its effective extraction

of sovereign risk premia from frontier

markets and the outcome-oriented

approach to an asset class that has

underdelivered for too long.

Although our primary focus is on

building solutions that achieve a specific

investment objective, we also go into

these projects with a view to identify

supplemental benefits we can offer to

our other clients. One advantage that

came out of building the GP Stakes fund

is the new access to the underlying

private asset managers and potential

tooffer private market solutions in each

segment, geography and asset class

toRecord’s institutional clients.

As a result of building out the Asset

Management business over the last

few years, client interactions come

from a place of listening first and then

advising. We can help clients with their

product structuring, distribution and

asset management needs, alongside

offering traditional currency services.

The creation (and now expansion) of

the Luxembourg fund platform affords

us the flexibility to offer investment

solutions in the most effective way for

clients, whether as a commingled fund

or a fund-of-one, anSPV or a note.

Our products continued

Record plc Annual Report 2024

18

Our products continued

Milestones in FY-24

Record’s EM Sustainable Finance

strategy complements its exceptional

downside protection in FY-22 and FY-23

with solid upside capture in FY-24,

able to maintain and even stretch its

advantage over peers and presenting a

compelling investment proposition as it

nears three years of live track record.

Following a multi-year undertaking

to obtain regulatory approval from

the German financial regulator,

BaFin, Record started providing

asset management services to

clients. Thefirst of our clients is

a Luxembourgfund platform, to

whom Record provides investment

management services and share class

hedging services.

Two Luxembourg funds were launched

under the Record brand in FY-24.

For each fund, Record has partnered

with a high calibre specialist with

expertise in the specific asset class.

These new offerings ensure that

our clients have access to exciting,

non-currency-related investment

strategies, as part of our strategy

to grow our business through

diversification, with the added benefit

of fostering deeper client relationships.

We are delighted that at the end of its

first full year of operation, Record is

managing over $320 million in assets

on the Luxembourg fund platform.

These funds are generating significant

interest with existing clients as well

asprospective clients.

The distribution of these funds forms

a key part of the sales strategy.

Thereis presently strong momentum

within the sales teams on both our

Record-branded funds as well as those

few select external fund managers for

whom we offer distribution services in

Europe and the UK. This has been the

most profitable year yet for fund sales,

largely due to the distribution of the

liquid credit strategy.

These milestones underscore Record’s

dynamic evolution and its commitment

to providing innovative solutions in the

ever-changing investment landscape.

Looking forward

Looking ahead, Record is poised to

continue its trajectory of growth

in the asset management space.

With a strong foundation laid over

the past year, we anticipate further

expansion and diversification of our

productofferings.

A third fund focused on infrastructure

assets is currently in development.

The Infrastructure Fund takes

minority private equity stakes in core

infrastructure projects. The investment

mandate of this fund allows for both

brownfield and greenfield investments,

with an emphasis on renewable energy

and the energy transition. This fund

offers a long term revenue stream and

is expected to go live in the current

financial year, gradually increasing

revenue with each project drawdown

and ultimately enhancing the quality

ofearnings.

Additionally, a joint undertaking with

a Middle Eastern partner to develop

Islamic finance working capital

products represents an exciting

opportunity. This collaboration points

to Record’s commitment to innovation

and inclusivity, as we seek to broaden

our reach and offer tailored solutions

to a diverse clientele. We anticipate this

fund to start managing assets in the

second half of FY-25.

As Record has expanded its reach, so

too has it bolstered its capabilities to

service clients. Firstly, on resourcing,

we have hired two senior investment

managers to oversee the Asset

Management business. Secondly,

weare creating a second fund umbrella

in Luxembourg that will complement

the existing fund umbrella and allow

Record to create a full range of private

markets funds and solutions.

Record plc Annual Report 2024

19

Additional informationGovernance Financial statementsStrategic report

Strategic approach and distribution

Product performance Q&A

Q How has Emerging Market

Long/Short performed?

A

The macroeconomic-based Emerging Market

Long/Short strategy was a standout contributor

within the Currency Multi-Strategy portfolio,

demonstrating our ability to harness the broad

opportunity set within Emerging Markets. Notable

contributions to returns came from timely investments

in higher-carry currencies in Latin America and

profitable relative value positions in Eastern

Europe. These results reflect our ongoing efforts to

understand and navigate the unique macroeconomic

and market complexities of trading Emerging Market

currencies.

Andy Bloomfield

Head of Macro Research

Q How have rates expectations

shaped tenor management

performance?

A

The last period was marked by some fundamental

changes to the structure of funding markets across

theglobe, but particularly in Switzerland. Central

banks have been attempting to remove ultra-low

interest rates and engage in balance sheet reduction

prompted by the moderation of inflation, while also

keeping reserves ample. Our active management of

relative interest rate exposure led to positive returns

for our clients.

James Nisbet

Head of Enhanced Passive Hedging andRates

Record plc Annual Report 2024

20

Strategic approach and distribution

Q How has thoughtful calibration of

Dynamic Hedging resulted in a

desirable outcome for ourclients?

A

Our Dynamic Currency Hedging programme aims to

deliver consistent value by creating an asymmetric

payoff profile using a systematic investment process.

At the same time, expertly implemented discretionary

adjustments help smooth the volatility of returns by

anticipating rapid turns in the behaviour of certain

currencies. During the year, we implemented a

number of adjustments in response to the challenging

environment in the Japanese yen, where prolonged

periods of currency weakness increased the risk of

interventions by Japanese monetary authorities. These

calibrations helped reduce the programme’s volatility

and delivered valuable outcomes.

Andrey Rumyantsev

Head of Risk Management Solutions

Q How have we approached

diversification and risk allocation

during theyear?

A

The last period was marked by innovation and

dynamicrisk allocation across all of our products.

We launched a pilot programme, followed by a

full-scale client mandate, using a sophisticated

machine learning approach to select long and short

positions in Emerging Market currencies. Theresults

have been very encouraging. Our proactive approach

to dynamic risk reallocation in theCurrency

Multi-Strategy resulted in the best annual

performance for the programme since its inception

in2012.

Dmitri Tikhonov

Chief Investment Officer

Record plc Annual Report 2024

21

Additional informationGovernance Financial statementsStrategic report

Our highest ever AUM at year end,

growth from both existing clients and

new product launches achieved in

FY-24 and further fund launches

planned in FY-25, all give a strong

foundation for growth across the

whole of our product range.

Organic

Growth

Leveraging off of our impressive milestone of

over USD 100bn in AUM, we will continue to grow

core AUM by positioning established products to

address institutional clients’ changing requirements

and needs, and to benefit from macroeconomic

opportunities.

New leadership of our EM and Frontier team in

addition to expansion of our US team gives further

dedicated resource aimed at maximising growth

opportunities in light of continued interest.

Our focus remains on growth across our core products

in both currency and asset management. In the latter,

we anticipate opportunities for growth arising from

multi-decade trends in bank-disintermediation and

private markets through which we hope to grow our

high-margin products.

Our position as trusted adviser and our approach

of ‘Listen, Understand, Deliver’ allows us to fully

understand the investment risks and challenges faced

by clients and to respond with tailored solutions.

Our flexibility and expertise in structuring unique

solutions allows us to respond to ever-changing

markets and client demands, which allows us to

create a strong foundation for sustained growth.

The year ahead

• Focus on the creation of a foundation for a stable

growth rate in AUM.

Our Strategy

This goal is realised

through our three

strategic priorities:

1

Organic Growth

2

Quality of Earnings

3

Operational Excellence

Our strategy recognises the

strengths and expertise of

our business built over

40years, and combines this

with the adoption of

operational advances and

differentiated skill sets

through collaboration with

like-minded, specialist

partners. This approach

allows us to offer our clients

unique, opportunistic and

sustainable solutions to

meet their differentiated

investment objectives –

solutions which are highly

valued and well rewarded.

The evolution of our strategy now moves to more

focused implementation across a range of core products

identified as providing opportunities for sustained

growth and improved quality of earnings

Record plc Annual Report 2024

22

Our strategy to improve the quality

ofearnings is focused on investing

inour core products identified for

growthand in ensuring clearly defined

responsibility and accountability

acrossall areas of the business.

Quality of

Earnings

Our focus on quality in earnings aims to achieve a

more robust business through a refocusing of our

core products, allowing us to offer a unique value

proposition and where we can be best in class. To this

end, by investing in our people, systems and brand we

aim to grow the business by ensuring the sustainability

of returns, the longevity of client relationships,

continued high cash-generation and innovative

solutions to meet the demands of our clients.

Under new leadership, we have reduced the number

of new initiatives and identified six core products with

the aim of attaining a balanced contribution from each

product. Business functions are clearly organised

around products with clearly defined responsibility

and accountability to ensure maximum efficiency and

contribution from each.

Going forward, our investment focus will continue to

be in our people, systems, and our Record brand.

The year ahead

• Further development and refinement of the FX

Alpha and Hedging for Asset Managers products

as a result of the anticipated increased demand for

these products.

• The launch of a third fund under Custom Solutions,

with a focus on infrastructure investments with

an emphasis on renewable energy and the energy

transition.

Our Strategy

Record is committed to develop a proprietary

operational framework that is specifically optimised

for Record’s six core products: Dynamic Hedging,

Passive Hedging, Hedging for Asset Managers,

FXAlpha, EM Debt and Custom Solutions.

Thisframework will lend itself to an enhanced client

experience and allow for more personalised tailoring.

As part of this commitment, the decision was made

to change the structure of our IT team. Consequently,

a new IT leadership team has been introduced to

bring the necessary infrastructure and development

expertise in-house, which will enhance understanding

of bespoke technical requirements and will enable

greater focus and efficiency in delivering future

development and product enhancement as well

asnew projects.

The year ahead

• Transition of Group’s Head Office from Windsor to

a new office in London, designed with ergonomic

workspaces to promote effective communication

and well-being.

• Research and development of improved IT

infrastructure to enhance both operational

efficiency and performance, as well as client

experience.

Achieving operational excellence is the

key to ensuring our clients receive the

best experience and the highest levels

of operational risk control as efficiently

and cost-effectively as possible.

Operational

Excellence

Record plc Annual Report 2024

23

Additional informationGovernance Financial statementsStrategic report

Financial KPIs

Key performance indicators

Measuring our

performance against

ourstrategy.

The Board uses both financial and

non-financial key performance

indicators (“KPIs”) to monitor and

measure the performance of the Group

against its strategic priorities.

Some KPIs link to specific strategic

areas as noted below, whilst others

represent higher-level key metrics

in terms of the Group’s business and

financial performance.

Revenue

(£m)

Operating profit margin

(underlying)

1

(%)

FY-24

FY-23

FY-22

FY-21

FY-20

45.4

44.7

35.1

25.4

25.6

FY-24

FY-23

FY-22

FY-21

FY-20

32

32

31

24

30

Link to strategy

Organic growth, Quality of earnings

Link to strategy

Organic growth, Quality of earnings

Revenue has been earned predominantly

from the provision of currency management

services, although the contribution from

asset management products continues

to grow with the launch of new products

in theyear. Both product offerings earn

revenue in the form of management fees

and performance fees.

Why this is important

Revenue is a key indicator of client

experience, growth and a key driver of

profitability. A small percentage increase

in total revenue has been achieved due

to increases in both management fees

and distribution fees for the year, the

latter linked to growth in the new asset

management products. Revenue also

includes performance fees of £5.8 million,

repeating the exceptional level also

achieved last year (FY-23: £5.8 million).

Underlying operating profit margin is

an alternative performance measure,

calculated by dividing operating profit

(before exceptional items) by revenue.

Why this is important

Underlying operating margin is an indicator

of the efficiency of the business in turning

revenue into profit on an ongoing basis i.e.

excluding ad-hoc of one-off exceptional items.

Underlying operating profit margin was

consistent with FY-23 at 32%. However,

a one-off impairment cost of £1.9 million

decreased the operating profit margin on a

statutory basis to 28% for the year.

Basic earnings per share (“EPS”)

(pence per share)

Dividends per share (“DPS”)

(pence per share)

Ordinary Special

FY-24

FY-23

FY-22

FY-21

FY-20

4.84

5.95

4.52

2.75

3.26

FY-24

FY-23

FY-22

FY-21

FY-20

4.60

4.50

3.60

2.30

2.30

FY-24

FY-23

FY-22

FY-21

FY-20

0.6

0.68

0.92

0.45

0.41

Link to strategy

Organic growth, Quality of earnings,

Operational excellence

Link to strategy

Organic growth, Quality of earnings, Operational excellence

The Group aims to create shareholder

value over the long term, delivered through

progressive and sustainable growth in EPS.

Why this is important

EPS measures the overall effectiveness

of the business model and drives both our

dividend policy and the value generated

for shareholders. Excluding the impact of

the impairment, EPS on an underlying basis

was 5.60p per share. However, similarly to

operating profit, EPS has decreased this year

as a result of the exceptional one-off cost of

impairment in addition to the increase in tax

rate from 19% to 25% for the year.

Why this is important

Our dividend policy targets a level of

ordinary dividend within the range of 70% to

90% of annual earnings, and which allows

for progressive and sustainable dividend

growth in line with the trend in profitability.

The ordinary dividend per share has

increased by 2.2%, reflecting the Board’s

confidence in the ability of the business

to deliver its strategy and to achieve

sustainable growth. The special dividend

per share of 0.60 pence results in a 0.4%

increase in total dividends to 5.20 pence per

share (FY-23: 5.18 pence pershare).

1. These FY-24 KPIs have been calculated using underlying values as an alternative performance measure. A reconciliation of alternative performance measures to their

statutory equivalent is provided on page 147.

Record plc Annual Report 2024

24

Non-financial KPIs

Key performance indicators

Measuring our

performance against

ourstrategy.

AUM

($ billion)

Client longevity

(%)

FY-24

FY-23

FY-22

FY-21

FY-20

102.2

87.7

83.1

80.1

58.6

6-10 years:

>10 years:

3-6 years:

1-3 years:

0-1 year:

16%

11%

28%

28%

17%

Link to strategy

Organic growth, Quality of earnings,

Operational excellence

Link to strategy

Operational excellence

Assets Under Management (“AUM”) managed

by the Group is made up of a combination of

the notional value of currency assets under

management through the Group’s currency

products and the total market value of other

assets managed by the Group. By convention

this is quoted in US dollars.

Why this is important

AUM is an alternative performance

measure.AUM is a key driver of future

revenue and an indicator of business growth.

AUM increased by 17% for the year, including

net inflows of $6.8 billion diversified across

product lines.

Client longevity measures how long Record

has been providing either currency and

derivative, or asset management, services

to each client with a mandate active as at

31March 2024.

Why this is important

Client longevity is both an indicator of

recent client growth and also of the

Group’s success in sustaining quality

client relationships through investment

cycles. Building long-standing and

trusted adviser relationships with clients

provides opportunities for collaboration

and partnerships on new and innovative

investment products.

Average number ofemployees Staff retention

(%)

Employees with equity interest

(%)

FY-24

FY-23

FY-22

FY-21

FY-20

96

88

82

83

82

FY-24

FY-23

FY-22

FY-21

FY-20

81

90

74

90

81

FY-24

FY-23

FY-22

FY-21

FY-20

66

63

61

68

69

Link to strategy

Organic growth, Quality of earnings,

Operational excellence

Link to strategy

Organic growth, Quality of earnings,

Operational excellence

Link to strategy

Quality of earnings

The average number of employees through

the year includes Non-executive Directors.

Why this is important

Average employee numbers is an indicator

of business growth and also of how

effectively the Group is using technology to

make processes more efficient. Continued

implementation of the Group strategy has

necessitated new skill sets in the business,

which has brought additional knowledge and

experience into the Group.

Staff retention is calculated as the number

of employees who were employed by Record

throughout the period as a percentage of

thenumber of employees at the beginning

ofthe period.

Why this is important

Planning for generational change is key to

the Group’s strategy. FY-24 has seen the

enactment of our succession planning, in

addition to restructuring and reorganisation

plans in line with evolution of the strategy,

which has had a corresponding impact on

staff retention. The Group remains cognisant

of ensuring the continued retention and

development of key talent as well as the

factors affecting all of our employees’

wellbeing.

The percentage of employees who own

shares in Record plc at year end.

Why this is important

The alignment of employee interests with

those of our shareholders is an important

factor in ensuring the longer-term success

of our business and is an important tool in

managing generational change. The Group’s

remuneration structure includes schemes

with both mandatory and voluntary equity

participation, reflecting the importance the

Group places on alignment.

Record plc Annual Report 2024

25

Additional informationGovernance Financial statementsStrategic report

Sustainability pillars:

Responsible investment See more on pages 28 and 29

Our people See more on pages 30 and 31

Climate action See more on pages 32 to 34

Sustainability

Sustainability encompasses many

aspects of our business operations,

including both strategy and investment

as well as business practice, community

engagement and our workforce.

Record plc Annual Report 2024

26

Sustainability

Governance

Responsibility for sustained and

meaningful progress within the

area of sustainability lies with our

Sustainability Office. The Office is

constructed of the Record plc Board,

the Senior Sustainability Office (“SSO”)

and the Sustainability Committee.

The Record plc Board delegates

accountability for the Group

sustainability strategy to the SSO,

which is comprised of key senior

leaders who take responsibility for

setting the sustainability strategy and

proactively integrating sustainable

practice across the business.

The SSO meets at least quarterly to

review and make decisions on key ESG

issues and receives regular updates

and points for discussion from the

Sustainability Manager. TheSSO is

in direct communication with the

Record plc Board, ensuring it has

complete oversight into key decisions

and is aware of progress towards

sustainability goals and targets.

The Sustainability Committee is a

resource group that seeks to gather

ideas and recommendations from

across seniority and teams within

the business, as well as taking

responsibility for implementing

sustainability initiatives.

The committee is comprised of officer

roles which represent key areas of

sustainability. Officers meet with

the Sustainability Manager on a

regular basis to identify opportunities

for sustainable improvement and

collaborate on sustainability goals

aligned with their respective key area.

The Sustainability Manager is

responsible for driving progress

against the sustainability strategy,

taking recommendations and proposals

to SSO and implementing actions

as approved. The Sustainability

Manager acts as conduit between the

Sustainability Committee and the SSO,

co-ordinating sustainability efforts and

aligning goals across the Group.

Responsibility for sustained and meaningful

progress within the area of sustainability lies

with our Sustainability Office.

Sustainability organisational chart

Record plc Board

Senior Sustainability Office (“SSO”)

Sustainability Committee

Chief Executive Officer

Chief Investment Officer

Head of Human Resources andCompany Secretary

Chief Financial Officer

Head of Macroeconomic Research

Head of Trading

Sustainability Manager

Oversees

Advises

Reports to

Record plc Annual Report 2024

27

Additional informationGovernance Financial statementsStrategic report

Philosophy

Our core business has traditionally

been within the currency management

space, where Record has been a

thought leader in exploring the

integration of Environmental, Social

and Governance (“ESG”) within currency

markets. We have leveraged our

40years of market-leading foreign

exchange expertise to develop

innovative strategies and extend

the boundaries of ESG beyond its

existing base in equity and bonds.

In our first drive to incorporate ESG

factors into active currency products,

Record worked in collaboration

with Oxford-based researchers in

the creation of one of the first ESG

Emerging Market FX Alpha strategies in

2018. Our efforts have only continued

to evolve since, with the launch of our

flagship Record EM Sustainable Finance

(“EMSF”) strategy in2021.

Record Currency Management Limited,

our main trading subsidiary, is proud

to have been a signatory to the United

Nations Principles for Responsible

Investment (“UN PRI”) since 2018,

having been one of the first specialist

currency asset managers to sign up.

Our Group Responsible Investment

Policy is written in line with the UN PRI

and acts as a guide to the investment

teams and committees across Record’s

subsidiaries when considering their

approach to ESG integration in their

investment activities, providing

Group-wide clarification on definitions

and outlining our own overarching set

of principles for responsible investing.

Collaboration

Record is actively exploring ways to

collaborate with external parties,

including clients who might wish to

apply the methodology to reflect their

own specific preferences and views

on various elements of sustainable

finance. Record’s research is ongoing,

responding to improvements in

available data, as well as developing

and improving on its own strategies

and building and innovating new

approaches to maintain its place at

the forefront of research in such a

fast-developing space. Our aim is to

develop and identify unique investment

opportunities both within currency and

potentially across other asset classes,

as we did in the development of the

Record Emerging Market Sustainable

Finance Fund.

Sustainability continued

Responsible investment

Record has long been a company that places sustainability and corporate responsibility

firmly at the heart of its priorities. Responsible investment is therefore a natural extension

of this corporate philosophy and forms a key pillar of our sustainability strategy.

Record plc Annual Report 2024

28

Sustainability continued

Record Emerging Market Sustainable

Finance Fund (“EMSF”)

During 2020, Record continued

to pioneer research in this space,

developing an Emerging Market

Sustainable Finance product that

combines strategic investment in

currencies, impact bond collateral

and counterparty engagement to

nurture and enhance development

in the currency universe countries.

Thisresearch culminated in the

successful launch of the EMSF

inJune2021, in collaboration with

oneof our partners, UBS Global

WealthManagement in Switzerland.

Currency

The EMSF strategy aims to stabilise

currencies, which in turn can facilitate

development and harness the growth

potential in developing countries,

inaccordance with the academically

supported theory that EM currency

stability is a key prerequisite for

equitable and sustainable economic

and social development. More directly,

it seeks out bespoke peer-to-peer

(“P2P”) trade opportunities to absorb

FX risk from development institutions

or other like-minded impact market

participants.

Correctly deployed, currency is

an essential tool in contributing

to sustainable development in

less-developed economies and in

creating a lasting positive impact.

Fixed income

The fixed income strategy is a

long-term buy-and-hold investment

that targets a universe of multilateral

development banks and other

development finance institutions,

through themed and sustainable

development bond instruments,

where the profile of underlying

projects aligns with the strategy’s

sustainable development mandate.

These entities play a leadership role

in supporting long-term inclusive and

sustainable development in low and

middle-income economies by working

alongside the public and the private

sectors of their borrowing member

countries to support investments in key

development sectors such as health,

agriculture, energy, finance, water

and other urban infrastructure and

services.

ESG Counterparty Engagement

Strategy (“ESG-CES”)

The investment approach is

complemented by a holistic ESG

Counterparty Engagement Strategy

which overlays our investments and

seeks to encourage counterparties

to engage in better ESG practices

through direct economic incentives.

Thestrategy standardises and

combines ESG data from leading rating

agencies and from each counterparty’s

direct public reporting to create a

proprietary ESG score which is used to

pre-screen transactions and constrain

business exposure to counterparties

where necessary.

Engagement is central to this strategy;

the team is able to form a constructive

feedback loop, highlighting areas

across the ESG verticals where

either individual counterparties, the

industry as a whole, or both, ought

to improve practices. Record works

collaboratively with counterparties

on behalf of our clients and as

signatories of global sustainability

trade codes and standards, helping

to steer best practices and make

tangible changes. Engagement with

our counterparties covers a plethora

of ESG topics, including climate

change, socio-economic development,

controversies and breaches of

international norms to name a few.

Record plc Annual Report 2024

29

Additional informationGovernance Financial statementsStrategic report

Workplace

Record’s working environment is

designed to encourage bright, dynamic

and committed individuals to thrive.

We believe that investing in our staff

and developing their potential is key

to the success of the business and our

policies and practices reflect this. We

actively listen to our employees to help

us understand their opinions, ideas and

suggestions through ongoing employee

engagement surveys.

The Group’s offices both in London and

Windsor have been designed to allow

all departments to work together in an

open plan environment. The open plan

office allows ease of communication

between departments, as well as

enabling staff to work closely with

senior management. We have continued

to support a hybrid working pattern

with core office working days, giving a

balance between flexibility whilst also

providing an environment which fosters

teamwork and innovation.

The office environment and culture

promote staff development and

training and the Group offers both

external and internal training

opportunities. In October 2021 we

partnered with Advancing Women

Executives (“AWE”) to offer an

accelerator programme for mid-level

women to provide the relevant training

and networking opportunities which

are critical for career advancement.

Wehave continued to offer this

training for all newly promoted women

Associate Directors this year. All

employees are encouraged to have a

Personal Development Plan (“PDP”)

in place, and all new joiners receive

inductions on the benefits of PDPs for

both personal and career development.

The Group provides financial and

study support to employees who

wish to pursue relevant professional

qualifications, which many of our

employees include in their PDPs.

In addition, the Group continues to

provide a number of other benefits

to employees, including pension,

private medical cover, dental cover,

lifeinsurance, permanent health

insurance and subsidised gym

membership. Our ultra-low emission

vehicle (“ULEV”) car benefit scheme has

allowed us to continue our commitment

to sustainability through employee

benefits. All employees participate

in the Group Bonus Scheme and have

the opportunity to acquire shares

in Record plc through the scheme,

as well as through the Record plc

Share Incentive Plan. Our Employee

Assistance Programme is available

to all employees, which provides

24/7 confidential telephone support

from qualified counsellors as well

as online computerised cognitive

behavioural therapy, to support with

mental health issues. The Group also

holds regular team-building and other

social events, enhancing interaction

between different departments within

the business and contributing to social

inclusion.

The Group has an established

internship programme for students and

during the year welcomed interns from

the University of Oxford, University

of Cardiff, King’s College London,

University of Roehampton and the

University of West England, Bristol.

Staff retention

FY-24

FY-23

FY-22

81%

90%

74%

The FY-22 reduction in staff retention

reflected the change in our business

strategy, in particular our succession

planning, which saw higher levels of

recruitment adding additional skill sets

and some changes at senior levels

within the business filled through

internal promotions wherever possible.

As expected, our staff retention has

now normalised back to prior levels.

Human rights

The Group’s policies and procedures

are in line with internationally

recognised human rights standards,

such as the guidelines issued by the

UN Global Compact, to which we are a

signatory, as well as the International

Labour Organisation’s standards and

the Universal Declaration of Human

Rights. The Group complies with

human rights standards across each

of the jurisdictions we operate in and

works to ensure that there are no

instances of modern slavery, human

trafficking, child labour or any other

form of human rights abuse within our

organisation. The Group also supports

the right to a minimum living wage and

commitstoexceed the government

minimum/living wage and has had

no instances of non-compliance to

labourstandards.

Each year we publish our Modern

Slavery Act statement in line with

the government guidelines under the

2015 UK Modern Slavery and Human

Trafficking Act. We recognise our

corporate responsibility to ensure

modern slavery is not taking place

in our organisation, and our policy

outlines the procedures we have in

place to identify and prevent modern

slavery both in our own operations and

in our supply chain.

Sustainability continued

Our People

We believe that investing in our staff and developing

theirpotential is key to the success of the business.

Record plc Annual Report 2024

30

Inclusion and diversity

The Group is committed to providing

equal opportunities and maintaining a

workplace that is free of discrimination.

It also aims to ensure that all

recruitment processes are fair and are

carried out objectively, systematically

and in line with the requirements of

employment law. The Group’s Inclusion

and Diversity Policy ensures that all

staff are aware that it is not acceptable

to discriminate, harass or victimise

anyone, and also that any such

unlawful behaviour is not tolerated

under any circumstance.

The Group believes that valuing what is

unique about individuals and drawing

on their different perspectives and

experience will add value to the way

the Group does business.

By accessing, recruiting and

developing talent from a diverse pool

of candidates, the Group can gain an

insight into different markets and

better support client needs through

producing innovative and sustainable

investment products. The Group aims

to create a productive environment,

representative of different cultures and

groups, where everyone has an equal

chance to succeed.

The Group has made significant

progress towards its Inclusion and

Diversity Action Plan FY-24, a summary

of which can be viewed in this year’s

Sustainability Report on pages 48 to 50.

Our employee-led Inclusion and

Diversity Network continues to lead

initiatives in line with our action plan

and aims to raise awareness of the

challenges faced by underrepresented

groups and celebrate individual

differences. This year the Network

organised several inclusive events,

celebrating Deaf Awareness Week,

Pride Month, Black History Month and

World Menopause Month to name a

few. The Group is also a member of the

Diversity Project, a cross-company

organisation aiming to support

inclusion and diversity in the UK

investment and savings industry.

Read more in our Sustainability Report

at recordfg.com

Community

Record recognises its obligations

and responsibility to contribute to

the wider community outside of the

firm. Over the course of the year,

theGroup made charitable donations

totalling £28.1k. Our charitable giving

is focused on employee choice,

with the Group matching employee

donations and sponsorship. The Group

continues to encourage employees

to participate in fundraising activities

for charitable causes and this year

employees participated in a variety of

events, including charity lunches and

fundraising competitions. Examples of

supported charities and causes include

The Felix Project, Thames Hospice and

The British Red Cross Society. Ascheme

allowing UK employees to give to

charity through the payroll is also

offered.

Charitable donations (£’000)

FY-24

FY-23

FY-22

28.1

18.4

18.2

We also provide financial assistance

to students studying at Balliol College,

Oxford through a bursary scheme,

which provides grants to students

who aim to pursue ambitions which

will benefit the wider community, for

example in medical or charitable fields.

The gender diversity within the Group is shown below:

Gender balance

As at 31 March 2024

Female Male

number % number %

Board Directors 2 29% 5 71%

Senior management 8 22% 28 78%

Other staff 24 41% 34 59%

All employees 34 34% 67 66%

See our separate Sustainability Report, on page 30, for our Gender Pay Gap and further diversity data and more information on

our diversity initiatives.

Sustainability continued

Record plc Annual Report 2024

31

Additional informationGovernance Financial statementsStrategic report

Sustainability continued

Net zero

We are committed to taking the vital

steps to reach net-zero, reducing the

amount of greenhouse gas emissions

(“GHGs”) we produce throughout our

operations and value chain. We have

therefore set the following targets:

• Reach net-zero greenhouse gas

emissions in our operations and

value chain by 2050

• Reduce Scope 3

1

emissions intensity

2

by 55% by 2030 against a 2019

baseline

These targets were developed using

science-based methodology and are

aligned with limiting global warming

to 1.5ºC. When we first published

this target in our FY-22 report, we

had already reduced our Scope 2

emissions significantly by becoming

100% renewable across our UK

operations. Our interim target therefore

focuses solely on our indirect Scope

3 emissions, which at the time made

up98% of our carbon footprint.

TCFD

We are pleased to report our

climate-related financial disclosures

in accordance with guidance from the

Taskforce on Climate-related Financial

Disclosures (“TCFD”) as part of the

Group’s Annual Report and Accounts.

The following table provides a

summary of our response to the

TCFD recommendations. We publish

supplemental detail in our separate

Climate Report to provide a more

comprehensive assessment of how

theGroup incorporates climate-related

risks and opportunities into our

governance, strategy, risk management,

and metrics and targets.

Read more in our Climate Report at

recordfg.com

Governance

Recommendations Current status Key areas of progress Page

Describe Board-level oversight of

climate-related risks and opportunities.

Compliant

• Record plc Board is responsible

for governing and overseeing the

Group’s business strategy, and

providing oversight, control and

monitoring of its operations and

risks. As part of this function, the

Board oversees climate-related

risks and opportunities.

• Other Board-level committees

have oversight responsibilities

for climate-related risks and

opportunities.

• The Board has delegated

responsibility for the delivery

of the Group’s climate

change strategy to the Senior

Sustainability Office.

See more

on pages

7 to 10 of

the Climate

Report

Describe management’s role in assessing

and managing climate-related risks and

opportunities.

Compliant

Climate action

We have been certified as CarbonNeutral® in accordance with the CarbonNeutral®

Protocol, the leading framework for carbon neutrality, since 2007.

1. Scope 3 emissions: business travel; premises waste, water and transmission and distribution losses; outbound deliveries; commuting; other upstream emissions;

andhomeworking.

2. Scope 3 emissions intensity is calculated as an absolute value of emissions divided by revenue.

Record plc Annual Report 2024

32

Sustainability continued

Strategy

Recommendations Current status Key areas of progress Page

Describe the climate-related risks and

opportunities the organisation has identified

over the short, medium and long term.

Compliant

• We have identified potential

climate-related risks and

opportunities which may arise

over the short, medium and long

term, and use this assessment to

inform our strategy.

• We have undertaken a qualitative

climate-scenario analysis using

the globally recognised Network

for Greening the Financial System

(“NGFS”) – “Current Policies”,

“Net Zero 2050” and “Delayed

Transition”.

See more

on pages

12 to 22 of

the Climate

Report

Describe the impact of these climate-related

risks and opportunities on the organisation’s

business, strategy and financial planning.

Compliant

Describe the resilience of the organisation’s

strategy, taking into account different

climate-related scenarios, including a 2°C

orlower scenario.

Compliant

Risk management

Recommendations Current status Key areas of progress Page

Describe the organisation’s processes for

identifying and assessing climate-related risks.

Compliant

• The process of identifying,

assessing and managing

climate-related risks is

embedded into our Group-wide

Business Risk Framework, which

operates a three lines of defence

approach.

• Climate-related risks are

considered within our existing

principal risk categories.

See more

on pages

23 to 25 of

the Climate

Report

Describe the organisation’s processes for

managing climate-related risks strategy and

financial planning.

Compliant

Describe how processes for identifying,

assessing and managing climate-related risks

are integrated into the organisation’s overall

risk management.

Compliant

Metrics and targets

Recommendations Current status Key areas of progress Page

Disclose the metrics used by the organisation

to assess climate-related risks and

opportunities in line with its strategy

andriskmanagement process.

Partially

compliant

• We report Scope 1, 2 and 3 GHG

emissions.

• We report progress against

emissions reduction targets.

See more

on pages

26 to 29 of

the Climate

Report

Disclose Scope 1, Scope 2 and, if appropriate,

Scope 3 greenhouse gas (“GHG”) emissions,

andthe related risks.

Compliant

Describe the targets used by the organisation to

manage climate-related risks and opportunities

and performance against targets.

Compliant

Record plc Annual Report 2024

33

Additional informationGovernance Financial statementsStrategic report

Streamlined Energy and Carbon

Reporting

Methodology

The method used to calculate GHG

emissions is the GHG Protocol

Corporate Accounting and Reporting

Standard (revised edition), together

with the latest emission factors from

recognised public sources including,

but not limited to, BEIS, the US Energy

Information Administration, the US

Environmental Protection Agency and

the Intergovernmental Panel on Climate

Change. The reported GHG emissions

are for our UK operations only. Please

refer to pages 31 to 32 in our Climate

Report for Group-level emissions.

Energy efficiency actions taken

Our absolute GHG emissions footprint

has experienced a slight increase

compared to our baseline year,

attributable to the expansion of our

workforce and the establishment

of new offices in London. The uptick

in Scope 3 emissions reflects our

growing presence outside of the UK,

which involved the recruitment of new

employees and forming international

partnerships in key locations including

New York, Switzerland and Germany.

This has led to increased business

travel as we integrate our new

colleagues into the business and

support face-to-face meetings with

our partners. However, despite the

establishment of new offices, we have

made significant strides in reducing

our Scope 2 emissions compared to

our baseline by transitioning to 100%

renewable energy across all our offices

through the utilisation of Energy

Attribute Certificates (“EACs”). The

remaining direct emissions, classified

as Scope 1 emissions, primarily stem

from the consumption of fuel for office

heating purposes.

Energy and GHG emissions annual % change

2,3

Reporting category

Energy

consumption

UK & offshore

Location-based

methodology

UK & offshore

Market-based

methodology

UK & offshore

Scope 1 170 168 168

Scope 2 (1) 6 —

Scope 3 (48) 103 103

Total (27) 90 105

Scope 1, 2 & 3 CO

2

e intensity ratio: tonnes

CO

2

e/FTE 87 101

1. Scope 1 covers combustion of gas and combustion of fuel for heating purposes. Scope 2 covers purchased

electricity. Scope 3 covers premises waste, transmission and distribution losses; business travel; outbound

deliveries; commuting; other upstream emissions; and homeworking.

2. Please note that rounding differences may exist.

3. UK emissions data relates to the financial year ending 31 March 2024.

Sustainability continued

Climate action continued

Energy consumption

(kWh 000)

1,2,3

Scope 1 FY-24: 54| FY-23: 20

Scope 2

FY-24: 172| FY-23: 174

Scope 3

FY-24: 211| FY-23: 408

Location-based methodology

(tonnes of CO

2

e)

1,2,3

Scope 1 FY-24: 10| FY-23: 4

Scope 2

FY-24: 36| FY-23: 34

Scope 3

FY-24: 392| FY-23: 193

Market-based methodology

(tonnes of CO

2

e)

1,2,3

Scope 1 FY-24: 10| FY-23: 4

Scope 3

FY-24: 392| FY-23: 193

Record plc Annual Report 2024

34

Section 172 Companies Act 2006 – Our stakeholders

We believe that all stakeholders are

beneficiaries of environmentally

friendly business practice and socially

responsible investment. Record

is therefore committed to being a

company with a culture which places

sustainability, corporate responsibility

and community engagement firmly at

the centre of priorities.

Section 172 Companies Act 2006

We set out on pages 36 and 37 our key

stakeholder groups, their material

issues and how we engage with them.

Each stakeholder group requires a

tailored engagement approach to

foster effective and mutually beneficial

relationships.

By understanding our stakeholders, we

can factor into boardroom discussions

the potential impact of our decisions on

each stakeholder group and consider

their needs and concerns, in accordance

with section 172 of the Companies

Act2006.

This in turn ensures we deliver

solutions our clients want and need,

continue to work effectively with our

colleagues and suppliers, comply

with regulatory requirements, make

a positive contribution to local

communities and achieve long-term

sustainable returns for our investors.

Acting in a fair and responsible

manner is a core element of our

business practice, more information

on which can be found in our separate

Sustainability Report.

During the year, the Board made

decisions to deliver against our

strategy, whilst considering the

different interests of our stakeholder

groups and the impact of key decisions

upon them. The following provides

an overview of some of the key

decisions taken and how integral

our stakeholders are in the Board’s

decision-making process:

Interests of clients – decisions

• Launch of two Luxembourg funds

under the Record brand

• Significant performance fees as

a result of our high-performing

FXAlpha flagship

• Development of Islamic finance

working capital products

Interests of employees – decisions

• Continued cost-of-living payment

provided to all employees to help

with the consequences of high

inflation

• Increased presence in and

consolidation of our London office

Interests of shareholders – decisions

• Completion of succession planning

with the appointment of Jan Witte

as the new Chief Executive Officer

and Richard Heading as the new

incoming Chief Financial Officer

• Change in the Chair of the

Remuneration Committee

Our stakeholders, with whom we maintain an ongoing

dialogue, are detailed below.

Under section 172 of the Companies

Act 2006 a director of a company

must act in the way they consider,

in good faith, would be most likely

to promote the success of the

company for the benefit of its

members as a whole, and in doing

so have regard (amongst other

matters) to:

• The likely consequences of any

decision in the long term

• The interests of the Company’s

employees

• The need to foster the

Company’s business

relationships with suppliers,

customers and others

• The impact of the Company’s

operations on the community

and the environment

• The desirability of the Company

maintaining a reputation for high

standards of business conduct

• The need to act fairly towards all

members of the Company

The duties of

theDirectors –

section 172

Record plc Annual Report 2024

35

Additional informationGovernance Financial statementsStrategic report

Section 172 Companies Act 2006 – Our stakeholders continued

Clients Shareholders People

Environment

andcommunity External suppliers Regulators

We are a client-led business. Our ethos

is to “Listen” to clients, “Understand”

their investment objectives, and “Deliver”

sustainable solutions.

We rely on the support and engagement of

our shareholders to deliver our strategic

objectives and grow the business.

Our people are central to the ongoing

success of the business and we aim to

attract, retain, develop and motivate the

right people for current and future business

success.

We recognise the responsibility we have to

the environment, local community and wider

society.

We rely on external suppliers and service

providers to supplement the Group’s own

infrastructure, benefiting from the expertise

these suppliers provide.

As a global business, we seek to have

transparent and open relationships with our

regulators around the world. Regulators

provide oversight to ensure the subsidiary

businesses are operated within regulatory

parameters, thereby giving valuable

assurance to clients and other stakeholders.

How we engage

Our operational infrastructure is built

around the specific requirements of our

clients, including systems and controls to

reduce risk and manage each stage of the

process as efficiently as possible.

We build strong and trusted relationships

with clients and collaborate on new

developments and opportunities as they

evolve.

Regular review meetings with clients

ensure client requirements are consistently

monitored.

Clients receive frequent and regular reports

on market and investment performance.

How we engage

The Group CEO and CFO presented the

full-year and half-year results to investors,

both institutional and retail.

The primary means of communicating with

shareholders are through the Annual General

Meeting, the Annual Report and Accounts,

half-year results and related presentations.

All of these are available on the Company’s

website www.recordfg.com. The website

also contains information on the business

of the Group, corporate governance, all

regulatory announcements, key dates in

the financial calendar and other important

shareholder information.

How we engage

We engage with our employees through a

variety of channels including a Company

intranet, management briefings, employee

engagement surveys and workforce

engagement sessions, e-mail updates and

Company-wide presentations by the Group

Chief Executive Officer.

We seek to encourage employees in

developing and advancing their careers,

offering assistance in such forms as study

support and the possibility of secondments

to overseas offices.

The Group’s remuneration framework

includes schemes aimed at aligning

employees’ interests with those of

shareholders by offering the opportunity

to share in business growth through share

ownership.

How we engage

We are proud to support the communities in

which we operate and we have a long history

of contributing through monetary donations,

gift giving and employee time. Further details

can be found in our Sustainability Report.

We champion responsible investment and

corporate social responsibility and lead

the way in the development of strategies

integrating ESG and impact in currency

investing. We work with like-minded

partners to increase and meet the demand

for sustainable investment solutions.

Record has been a signatory to the Principles

for Responsible Investment since June 2018.

We make a positive impact in our community

by addressing societal issues and driving

social progress through our charitable

efforts and volunteering.

Record’s Sustainability Office and

Sustainability Committee ensure a strong

focus on sustainability and ESG factors

across all aspects of our business,

including investment strategy, corporate

responsibility and risk management for the

benefit of clients and all of our stakeholders.

How we engage

We work to ensure that our key suppliers

are engaged with our business and that a

mutual understanding and close working

relationship is maintained between us.

All material supplier contracts are subject

to due diligence checks and reviews and

include strict service level agreements for

all supplies of business-critical services.

Record has a supplier payment policy which

ensures that all invoices are approved and

duly paid within agreed terms.

How we engage

The Group uses a combination of the

following:

• an experienced Head of Compliance;

• local legal advisers to call upon for

newactivities;

• engages directly and through

membership of various industry bodies

with regulators and policymakers across

the Group as appropriate to ensure that

our regulated businesses understand

and contribute to their respective

evolving regulatory requirements; and

• the Record plc Board has set up reporting

criteria from each subsidiary based on its

requirements and this would include risk,

compliance, operational and IT.

We receive advice and updates on regulatory

matters from both our internal and external

auditors and also our legal advisers.

Their material issues

Our clients’ material interests are in the

performance of Record’s products, a robust

risk framework, transparency, value for

money, maintaining the high levels of service

they receive and the provision of innovative

products which meet their investment

objectives.

Their material issues

Our shareholders want Record to ensure it

is a long-term sustainable business which

delivers attractive returns through share

price growth and regular dividends.

Their material issues

Our people’s material interests relate to

the work balance and physical and cultural

environment provided by Record. They want

to be fairly rewarded for their contribution

and have opportunities for learning, growth

and further development as well as sharing

in business success.

Their material issues

We aim to manage the business in a

manner which minimises our impact on the

environment and helps to benefit society.

Their material issues

Key suppliers wish to develop mutually

beneficial working relationships with

growing and successful businesses

overthelong term.

Their material issues

Regulators aim to ensure that our regulated

subsidiaries are run responsibly in the best

interests and safety of our clients and

other stakeholders. They seek to protect

the integrity of the financial systems they

supervise and promote fair competition for

the benefit of clients.

2024 highlights and future changes

In line with the evolving Sustainable

Financial Disclosure Regulation under which

our Emerging Market Sustainable Finance

Fund is categorised as Article 8 forits

promotion of social characteristics, we filed

our Annex 2 disclosures, committing to a

minimum level of sustainable investments

in the Fund and to the measures used

to determine the sustainability of those

investments.

FY-24 saw the successful launch of

two Luxembourg funds, with a third

Infrastructure fund targeting investments

with an emphasis on renewable energy and

the energy transition.

2024 highlights and future changes

The Company saw the completion of our

succession planning in the form of Leslie

Hill’s retirement on 31 March 2024, and the

appointment of Jan Witte to take over the

role as CEO from 1 April 2024.

We have also seen some additional

Board changes in the form a change in

Remuneration Committee Chair, as well as

the appointment of Richard Heading to take

over as CFO from 1July2024.

2024 highlights and future changes

Record has continued to offer a hybrid

working pattern in order to achieve an

appropriate work-life balance for the

longer-term benefit of both our employees

and the business. This year we continued

to commit to three core working days to

promote collaboration and team-building.

The Company remained committed to

investment into its people through continued

quarterly cost-of-living payments provided

to all employees to help with the lasting

consequences of high inflation.

2024 highlights and future changes

Employees helped to raise £28.1k for local

and national charities during the year.

Record also held a corporate volunteering

day at a soup kitchen in London where

employees cooked and served soup for

those in need.

This year’s Climate Report includes

disclosure against the TCFD’s

recommendations and outlines Record’s

commitment and action towards the Group’s

net zero and emissions reduction targets.

Further details on our focus and actions on

both sustainability and climate can be found

in our separate Sustainability and Climate

Reports on our website: www.recordfg.com

2024 highlights and future changes

The Supplier Code of Conduct is in place to

align suppliers and service providers with

Record’s own standards on human rights,

diversity and inclusion, environmental policy

and ethical practice.

In line with the UK Modern Slavery Act 2015,

Record’s current modern slavery policy

has been updated to reflect policies and

practices across the Group as opposed to

entity level.

2024 highlights and future changes

Record’s German subsidiary, approved by

BaFin as a MiFID firm, has begun to see

growth in revenue inflows materialise.

A Group subsidiary launched two

Luxembourg funds during the period.

Record plc Annual Report 2024

36

Section 172 Companies Act 2006 – Our stakeholders continued

Clients Shareholders People

Environment

andcommunity External suppliers Regulators

We are a client-led business. Our ethos

is to “Listen” to clients, “Understand”

their investment objectives, and “Deliver”

sustainable solutions.

We rely on the support and engagement of

our shareholders to deliver our strategic

objectives and grow the business.

Our people are central to the ongoing

success of the business and we aim to

attract, retain, develop and motivate the

right people for current and future business

success.

We recognise the responsibility we have to

the environment, local community and wider

society.

We rely on external suppliers and service

providers to supplement the Group’s own

infrastructure, benefiting from the expertise

these suppliers provide.

As a global business, we seek to have

transparent and open relationships with our

regulators around the world. Regulators

provide oversight to ensure the subsidiary

businesses are operated within regulatory

parameters, thereby giving valuable

assurance to clients and other stakeholders.

How we engage

Our operational infrastructure is built

around the specific requirements of our

clients, including systems and controls to

reduce risk and manage each stage of the

process as efficiently as possible.

We build strong and trusted relationships

with clients and collaborate on new

developments and opportunities as they

evolve.

Regular review meetings with clients

ensure client requirements are consistently

monitored.

Clients receive frequent and regular reports

on market and investment performance.

How we engage

The Group CEO and CFO presented the

full-year and half-year results to investors,

both institutional and retail.

The primary means of communicating with

shareholders are through the Annual General

Meeting, the Annual Report and Accounts,

half-year results and related presentations.

All of these are available on the Company’s

website www.recordfg.com. The website

also contains information on the business

of the Group, corporate governance, all

regulatory announcements, key dates in

the financial calendar and other important

shareholder information.

How we engage

We engage with our employees through a

variety of channels including a Company

intranet, management briefings, employee

engagement surveys and workforce

engagement sessions, e-mail updates and

Company-wide presentations by the Group

Chief Executive Officer.

We seek to encourage employees in

developing and advancing their careers,

offering assistance in such forms as study

support and the possibility of secondments

to overseas offices.

The Group’s remuneration framework

includes schemes aimed at aligning

employees’ interests with those of

shareholders by offering the opportunity

to share in business growth through share

ownership.

How we engage

We are proud to support the communities in

which we operate and we have a long history

of contributing through monetary donations,

gift giving and employee time. Further details

can be found in our Sustainability Report.

We champion responsible investment and

corporate social responsibility and lead

the way in the development of strategies

integrating ESG and impact in currency

investing. We work with like-minded

partners to increase and meet the demand

for sustainable investment solutions.

Record has been a signatory to the Principles

for Responsible Investment since June 2018.

We make a positive impact in our community

by addressing societal issues and driving

social progress through our charitable

efforts and volunteering.

Record’s Sustainability Office and

Sustainability Committee ensure a strong

focus on sustainability and ESG factors

across all aspects of our business,

including investment strategy, corporate

responsibility and risk management for the

benefit of clients and all of our stakeholders.

How we engage

We work to ensure that our key suppliers

are engaged with our business and that a

mutual understanding and close working

relationship is maintained between us.

All material supplier contracts are subject

to due diligence checks and reviews and

include strict service level agreements for

all supplies of business-critical services.

Record has a supplier payment policy which

ensures that all invoices are approved and

duly paid within agreed terms.

How we engage

The Group uses a combination of the

following:

• an experienced Head of Compliance;

• local legal advisers to call upon for

newactivities;

• engages directly and through

membership of various industry bodies

with regulators and policymakers across

the Group as appropriate to ensure that

our regulated businesses understand

and contribute to their respective

evolving regulatory requirements; and

• the Record plc Board has set up reporting

criteria from each subsidiary based on its

requirements and this would include risk,

compliance, operational and IT.

We receive advice and updates on regulatory

matters from both our internal and external

auditors and also our legal advisers.

Their material issues

Our clients’ material interests are in the

performance of Record’s products, a robust

risk framework, transparency, value for

money, maintaining the high levels of service

they receive and the provision of innovative

products which meet their investment

objectives.

Their material issues

Our shareholders want Record to ensure it

is a long-term sustainable business which

delivers attractive returns through share

price growth and regular dividends.

Their material issues

Our people’s material interests relate to

the work balance and physical and cultural

environment provided by Record. They want

to be fairly rewarded for their contribution

and have opportunities for learning, growth

and further development as well as sharing

in business success.

Their material issues

We aim to manage the business in a

manner which minimises our impact on the

environment and helps to benefit society.

Their material issues

Key suppliers wish to develop mutually

beneficial working relationships with

growing and successful businesses

overthelong term.

Their material issues

Regulators aim to ensure that our regulated

subsidiaries are run responsibly in the best

interests and safety of our clients and

other stakeholders. They seek to protect

the integrity of the financial systems they

supervise and promote fair competition for

the benefit of clients.

2024 highlights and future changes

In line with the evolving Sustainable

Financial Disclosure Regulation under which

our Emerging Market Sustainable Finance

Fund is categorised as Article 8 forits

promotion of social characteristics, we filed

our Annex 2 disclosures, committing to a

minimum level of sustainable investments

in the Fund and to the measures used

to determine the sustainability of those

investments.

FY-24 saw the successful launch of

two Luxembourg funds, with a third

Infrastructure fund targeting investments

with an emphasis on renewable energy and

the energy transition.

2024 highlights and future changes

The Company saw the completion of our

succession planning in the form of Leslie

Hill’s retirement on 31 March 2024, and the

appointment of Jan Witte to take over the

role as CEO from 1 April 2024.

We have also seen some additional

Board changes in the form a change in

Remuneration Committee Chair, as well as

the appointment of Richard Heading to take

over as CFO from 1July2024.

2024 highlights and future changes

Record has continued to offer a hybrid

working pattern in order to achieve an

appropriate work-life balance for the

longer-term benefit of both our employees

and the business. This year we continued

to commit to three core working days to

promote collaboration and team-building.

The Company remained committed to

investment into its people through continued

quarterly cost-of-living payments provided

to all employees to help with the lasting

consequences of high inflation.

2024 highlights and future changes

Employees helped to raise £28.1k for local

and national charities during the year.

Record also held a corporate volunteering

day at a soup kitchen in London where

employees cooked and served soup for

those in need.

This year’s Climate Report includes

disclosure against the TCFD’s

recommendations and outlines Record’s

commitment and action towards the Group’s

net zero and emissions reduction targets.

Further details on our focus and actions on

both sustainability and climate can be found

in our separate Sustainability and Climate

Reports on our website: www.recordfg.com

2024 highlights and future changes

The Supplier Code of Conduct is in place to

align suppliers and service providers with

Record’s own standards on human rights,

diversity and inclusion, environmental policy

and ethical practice.

In line with the UK Modern Slavery Act 2015,

Record’s current modern slavery policy

has been updated to reflect policies and

practices across the Group as opposed to

entity level.

2024 highlights and future changes

Record’s German subsidiary, approved by

BaFin as a MiFID firm, has begun to see

growth in revenue inflows materialise.

A Group subsidiary launched two

Luxembourg funds during the period.

Record plc Annual Report 2024

37

Additional informationGovernance Financial statementsStrategic report

AUM closed the year at its highest ever level

of$102.2billion, including net AUM inflows of

$6.8billion forthe year.

Operating review

Product investment performance

Currency Management

Our hedging products are predominantly systematic in nature. The effectiveness of each client mandate is assessed regularly,

and adjustments are made, when necessary, in order to respond to changing market conditions or to bring the risk profile of the

hedging mandate in line with the client’s risk tolerance.

Passive Hedging

Record’s enhanced Passive Hedging service aims to reduce the cost of hedging by introducing flexibility into the implementation

of currency hedges without changing the hedge ratio. The episodic nature of many opportunities exploited by the strategy means

it requires a higher level of discretionary oversight than has historically been associated with Passive Hedging.

Global markets saw interest rates remain elevated in the first half of FY-24, stemming from hawkish central bank policy to

curb the persistent inflationary pressures. Towards the second half of FY-24, inflation prints across major economies showed

signs of moderation, alongside slowing GDP growth and employment data. These have had the effect of introducing increased

volatility into short-term interest rate markets, from which FX forward pricing is determined. The heightened volatility

increased the opportunity set for our clients’ portfolios, and as such, we positioned client portfolios appropriately to net add

value from this volatility, achieving positive performance. Additionally, the team’s management of the portfolio around key

market events such as the acquisition of Credit Suisse by UBS, and the consequential liquidity issues, have minimised downside

risks versus the fixed-tenor benchmark.

The table below shows the total value added relative to a fixed-tenor benchmark for an enhanced Passive Hedging programme

for a representative account. The base currency used is Swiss francs.

Return for

year to

31 March 2024

Return

since

inception

1

Value added by enhanced Passive Hedging programme relative to a fixed-tenor benchmark 0.07% 0.10% p.a.

1. Since inception in October 2014.

Record plc Annual Report 2024

38

Operating review

Dynamic Hedging

The performance of our Dynamic Hedging product is a function of foreign currency fluctuations relative to the base currency

of specific clients. During the year, US investors saw losses from currency on international assets when valuing positions in

US dollars, as the US dollar appreciated against the majority of G10 currencies. Record’s Dynamic Hedging product adjusted

hedge ratios in line with US dollar fluctuations, reducing hedging losses when the US dollar was weaker and helping to protect

against currency losses when the US dollar was episodically stronger. As a result, Dynamic Hedging performance was positive,

partially offsetting currency losses on the underlying international exposures. Positive hedging performance was largely due

to gains made from the Japanese yen hedge, which weakened substantially against the US dollar.

For non-US accounts, i.e. those where US exposures were hedged to other base currencies, the performance of Dynamic

Hedging was opposing over the period given broad US dollar strength and reflected the mandates’ specific objectives and/or

benchmarks.

Return for

year to

31 March 2024

Return

since

inception

1

Value added by Dynamic Hedging programme for a representative US-based account 0.67% 0.67% p.a.

1. Since inception in April 2009.

FX Alpha (formerly Currency for Return)

Currency Multi-Strategy

Record’s Currency Multi-Strategy product combines a number of diversified return streams, which include:

• Forward Rate Bias (“FRB”), also known as Carry, or the tendency for high interest rate currencies to outperform low interest

rate currencies.

• Value which purchases undervalued currencies and sells overvalued currencies relative currency fair value.

• EM Long/Short which captures returns from relative growth, value and carry opportunities within Emerging Market and

Developed Market currencies.

• Developed Market Classification (“DMC”) which dynamically allocate to various currency factor groups.

Record’s Multi-Strategy mandates delivered positive returns over the period which was driven by outperformance in the EM

Long/Short, Carry and DMC strategies, offsetting underperformance in the Value strand. Carry benefited from the low FX

volatility environment and stable interest rate differentials. DMC performed positively as its factors were able to pick up some

stronger US dollar. The EM strategy saw strong performance on the back of high real interest rates dispersion, resilient domestic

economies, and the supportive macro environment, comprising of a continued disinflation trend in major economies. In Value,

underperformance was mainly driven by short US dollar and long Japanese yen positions where the Federal Reserve’s“higher for

longer” narrative and continued monetary accommodation in Japan led to depreciation of the yen versus the US dollar.

Return for

year to

31 March 2024

Return since

inception

Volatility since

inception

Record Multi-Strategy composite

1

4.65% 1.15% p.a. 3.10% p.a.

1. Record Multi-Strategy composite is since inception in July 2012, showing excess returns data gross of fees in USD base, and scaled to a 4% volatility target.

Record plc Annual Report 2024

39

Additional informationGovernance Financial statementsStrategic report

Operating review continued

Product investment performance continued

Asset Management

EM Debt

Record EM Sustainable Finance (“EMSF”) Fund

The Record EMSF Fund USD class A returned 12.6% from inception (28 June 2021) to 31 March 2024, outperforming the relevant

emerging market local debt benchmarks by 20.43%-21.02% (see table below).

The currency portfolio delivered positive returns during the period on the back of continued outperformance of high carry EM

selections despite elevated US treasury yield volatility. Central banks in developed markets progressed with their tightening

cycles during FY-24 and adopted a prudent policy tone even after pressures had eased somewhat given second-round inflation

risks. Major EM central banks embarked on rate cutting cycles whilst remaining cautious, which supported the asset class

through elevated real rate pickup and real currency appreciation, especially in Latin American markets, where local assets

also outperformed on the back of US exceptionalism and nearshoring. Valuations were a key driver in the period, particularly in

Central and Eastern Europe currency recovery as well due to reduced regional risk premia. The DM funding basket performed

positively despite a weaker US dollar on the back of tactical management of the funding basket.

Bond investments performed positively as well despite notable volatility in global rate markets. Performance was driven

by lower rates as the tightening cycle matured and inflationary pressures started to ease. Bond returns benefited from

duration extension, as well as diversification into local currency denominated bonds in markets where local rates offered

attractive ex-ante risk/return. The peer-to-peer (“P2P”) portfolio continued to grow in the period as a result of a closer

collaboration with the multilateral development banks to support development loans that are denominated in local currency.

These innovative and bespoke transactions aim to deliver targeted positive impact that support the development of local

currency markets, benefit local communities and mitigate exposure to hard currency by end-borrowers. P2P trade highlights

in the period include gender bond transactions denominated in Mongolian tugrik, Azerbaijani manat and Kazakhstani tenge;

sustainability bonds to finance green and social projects in Colombia in local currency; and green bonds denominated in Indian

rupee to support climate resilience and transition in India.

The table below shows the performance of the EMSF Fund USD class A and the relevant benchmarks, being the JP Morgan

GBI-EM Global Diversified and JP Morgan EMBI Global Diversified. The performance is since inception of the EMSF Fund on

28June 2021 to 31 March 2024.

Return for

year to

31 March 2024

Return

since

inception

EMSF Fund USD Share Class A 7.59% 12.60%

JP Morgan GBI-EM Global Diversified 4.91% (8.42)%

Custom solutions

Record Diversified GP Stakes

The first of our Luxembourg funds launched offers access to a portfolio of equity stakes in privately-held asset managers who

specialise in private markets – private debt, private equity, private real estate and private infrastructure.

The fund delivered positive returns to investors in the period. This investment strategy has four key return drivers. The largest

contributor to the positive performance was the earned management fees on the GP’s existing funds. The other three drivers

were either neutral (in the case of enterprise value) or negative (in the case of the crystallise performance fees and the

GP-commit). For these last two return drivers to start contributing positively again to the overall fund performance we would

need the planned asset exits of the underlying portfolio assets to resume and normalise.

The fund performed better than industry returns, mainly due to diversification (over 70 GP stakes at the end of March 2024)

and the poor correlation of the return drivers to the typical private market returns.

The table below shows the performance of the Record Diversified GP Stakes class USD A. The performance is since inception of

the Record Diversified GP Stakes Fund on 3 April 2023 to 29 December 2023 (the most recent available data).

Return

since

inception

Record Diversified GP Stakes – USD Share Class A 6.07%

Record plc Annual Report 2024

40

Operating review continued

Record Protected Equities

The second fund we launched combines a multi-factor active global equity approach with a tail risk hedging solution to protect

against significant drawdowns. By packaging the strategies of two US-based investment specialists, Record was able to bring

to the European market an investment product that wasn’t previously available.

The fund delivered positive returns to investors in the period driven by an overall outperformance of the factor equity strategy

(over the passive benchmark). The strong performance of the long global equity strategy fully covered the expense of buying

downside protection and still returned over 75bps after fees to investors above the passive benchmark. In general, the period

August 2023 to March 2024 was a good period for global equity markets, returning over 10% to investors.

The table below shows the performance of the Record Protected Equities class USD F and the relevant benchmark, being the

MSCI ACWI IMI. The performance is since inception of the Record Protected Equities Fund on 1 August 2023 to 31 March 2024.

Return for

period to

31 March 2024

Return

since

inception

Record Protected Equities – USD Share Class F 11.03% 11.03%

MSCI ACWI IMI 10.25% 10.25%

AUM development

AUM expressed in US dollar terms finished the year at $102.2 billion, an increase of 17% (FY-23: $87.7 billion). When expressed

in sterling, AUM increased by 14% to £80.9 billion (FY-23: £71.0 billion).

AUM development bridges – year to 31 March 2024 ($bn)

FX &

scaling

adjustment

Equity &

other

markets

Net

flows

AUM at

1 April

2023

AUM at

31 March

2024

60

70

80

100

110

90

0.4

6.7

9.0

81.4

97. 5

0

2

4

8

10

6

FX &

scaling

adjustment

Equity &

other

markets

Net

flows

AUM at

1 April

2023

AUM at

31 March

2024

0.4

0.2

-2.26.3

4.7

Currency Management Asset Management

Record plc Annual Report 2024

41

Additional informationGovernance Financial statementsStrategic report

Operating review continued

AUM development continued

Currency Management AUM movements

Passive Hedging increased by 20% to $66.0 billion (FY-23: $54.5 billion) driven by net inflows of $7.4 billion for the year

from new and existing clients. The impact from market movements and exchange rates was also positive at $3.6 billion and

$0.5billion respectively.

Hedging for Asset Managers AUM increased to $10.4 billion (FY-23: $9.3 billion) as a result of net inflows of $1.3 billion being

partially offset by adverse exchange movements ($0.2 billion).

Dynamic Hedging AUM increased by 12%, ending the year at $16.5 billion (FY-23: $14.7 billion). The majority of the $1.8 billion

increase is attributable to positive market movements of $1.5 billion with net inflows of $0.3 billion.

FX Alpha AUM increased to $4.5 billion (FY-23: $2.8 billion) by the end of the year, represented predominantly by positive

market movements of $1.5 billion.

Asset Management AUM movements

Custom Solutions AUM decreased to $3.7 billion (FY-23: $5.2 billion). Net outflows of $2.1 billion are attributable to a $2.4 billion

outflow from Multi-product which has been offset by a $0.3 billion inflow following the launch of the two Luxembourg funds.

Afurther partial offset is as a result of favourable exchange rates ($0.4 billion) and market movements ($0.1 billion).

EM Debt remained broadly level at $1.0 billion (FY-23: $1.1 billion) due to net outflows ($0.1 billion).

Market performance

Record’s AUM is affected by movements in market levels because substantially all the Passive and Dynamic Hedging, and some

of the Multi-product (within Custom Solutions) mandates, are linked to equity, fixed income and other market levels. Market

movements increased AUM by $6.9 billion in the year ended 31 March 2024 (FY-23: decrease of $3.8 billion).

Forex

Approximately 75% of the Group’s AUM is non-US dollar denominated. Therefore, foreign exchange movements may have an

impact on AUM when expressing non-US dollar denominated AUM in US dollars. Foreign exchange movements increased AUM

by $0.8 billion over the year. This movement does not have an equivalent impact on the sterling value of fee income.

At 31 March 2024, the split of AUM by base currency was 8% in sterling, 55% in Swiss francs, 25% in US dollars, 8% in euros and

4% in other currencies.

Record plc Annual Report 2024

42

Operating review continued

AUM composition by base currency

Base currency

31 March

2024

31 March

2023

Sterling GBP 6.6bn GBP 7.4bn

US dollar USD 25.4bn USD 20.8bn

Swiss franc CHF 50.9bn CHF 38.3bn

Euro EUR 7.3bn EUR 11.7bn

Australian dollar AUD 5.8bn AUD 3.0bn

Canadian dollar CAD 0.1bn CAD 3.3bn

Japanese yen JPY 42.6bn JPY 27.2bn

Product mix

AUM composition by product

31 March 2024 31 March 2023

US $bn US $bn

Currency Management

Passive Hedging 66.0 65% 54.5 64%

Dynamic Hedging 16.5 16% 14.7 17%

Hedging for Asset Managers 10.4 10% 9.3 11%

FX Alpha 4.5 4% 2.8 3%

Cash 0.1 0% 0.1 0%

Total Currency Management AUM 97.5 95% 81.4 93%

Asset Management

Custom Solutions 3.7 4% 5.2 6%

EM Debt 1.0 1% 1.1 1%

Total Asset Management AUM 4.7 5% 6.3 7%

Total AUM 102.2 100% 87.7 100%

The product mix has remained broadly consistent with the prior year. With the exception of a switch of mandate by one client

from Multi-Product (within Custom Solutions) to Passive Hedging, growth can be seen across the product range predominantly

due to a mixture of net inflows of $6.8 billion and market movements of $6.9 billion.

Record plc Annual Report 2024

43

Additional informationGovernance Financial statementsStrategic report

Revenue

£45.4m

+2 %

FY-23: £44.7m

Management fees

£38.7m

+1%

FY-23: £38.3m

Underlying operating profit margin

1

32%

FY-23: 32%

Overview

FY-24 has been a busy, somewhat

challenging, but productive year for the

Group. Changes in the leadership team

in line with succession planning, new

product launches delivered and further

launches expected in FY-25, and the

highest ever level of AUM achieved at

year end combine to form a robust base

upon which the business can continue

to grow.

Strong net AUM inflows of $6.8 billion

and solid investment performance,

as evidenced by another year of

exceptional performance fees, have

helped to underpin revenues, albeit set

against higher costs associated with

investment in technology projects and

resources, and the full-year impact

from continued inflationary and

cost-of-living pressures.

The underlying performance of the

business remains strong. An analysis

of the IT strategy linked to the change

in Record’s leadership prompted

the decision to cease any further

work with external consultants on

the development of the IT platform

(“R-Platform”), to instead focus

on bringing IT development and

infrastructure expertise in-house.

Thiswill be more efficient and

cost-effective in enabling greater

focus on near-term projects and

enhancements aligned with Record’s

approach of offering purpose-built

investment solutions of exceptional

quality. However, as previously

announced just prior to the year end,

this decision resulted in the impairment

of the R-Platform project and the

consequent write down of previously

capitalised development costs of £1.9

million and associated reorganisation

costs and professional fees of

approximately £0.5 million.

A renewed focus on best-in-class

core products and good cost

controlis expected to deliver an

improved quality of earnings over

the medium term.

Steve Cullen|Chief Financial Officer

Financial review

Record plc Annual Report 2024

44

1. A reconciliation of alternative performance measures to their statutory equivalent is provided on page 147.

Financial review

Notwithstanding the strong performance on an underlying basis, the Board exercised its discretion by decreasing the size of

the bonus pool linked directly to the Group’s financial performance overall, resulting in a reduction to variable remuneration of

42% versus the prior year.

Whilst the business continues its focus on offering best-in-class products and service across all of its product range, the

evolution into a specialist asset manager offering bespoke investment solutions has prompted a change to its reporting

structure going forward. Consequently, it has taken the opportunity to re-categorise its revenue streams to more clearly

define and differentiate flows between the more traditional currency management business and those new revenue streams

associated with the asset management business. This allows for a better understanding of the investment case and the

overall value and strength of the business, both for current shareholders and potential investors in future.

The Group remains independent, cash generative and profitable, supported by its strong and liquid balance sheet.

Profit and loss (£m)

2024 2023

Revenue 45.4 44.7

Cost of sales (0.1) —

Gross profit 45.3 44.7

Personnel (excluding bonus) (14.9) (12.8)

Non-personnel costs (11.4) (9.5)

Other income or expense (0.1) (0.3)

Total expenditure (excluding bonus) (26.4) (22.6)

Group Bonus Scheme (4.4) (7.6)

Operating profit (pre impairment of intangible assets) 14.5 14.5

Operating profit margin (underlying) 32% 32%

Impairment of intangible assets (1.9) —

Operating profit 12.6 14.5

Net interest received 0.3 0.1

Profit before tax 12.9 14.6

Tax (3.6) (3.3)

Profit after tax 9.3 11.3

Record plc Annual Report 2024

45

Additional informationGovernance Financial statementsStrategic report

Revenue – Currency Management

Record’s traditional core currency management revenue derives from the provision of currency and derivative management

services, fees for which can be charged through management fee only or management plus performance fee structures.

Management fee only mandates are charged based upon the AUM of the product, and management plus performance fee

structures include a lower percentage fee applied to AUM, and a proportional share of the specific product performance

measured over a defined period.

Management fees are typically charged on a quarterly basis, although Record may charge fees monthly for some of its larger

clients. Performance fees can be charged on quarterly, six-monthly or annual performance periods on the basis agreed with

the particular client.

Revenue – Asset Management

Asset management revenue has been classified into two categories, being Emerging Market Debt (“EM Debt”) and Custom

Solutions. EM Debt includes the Emerging Market Sustainable Finance (“EMSF”) strategy, incorporating the EMSF Fund

launched back in June 2021. The Custom Solutions revenue category includes management fees from either segregated

accounts or funds built to suit client demand, for example the Protected Equity and GP Stakes funds launched in the year.

Distribution fees are also received for the introduction of clients into these and other third-party funds. Revenue from future

product launches, such as the Infrastructure and Islamic finance products, will also be reported within the Custom Solutions

category. The Multi-product strategy, previously included under Currency Management, has been re-categorised under

Custom Solutions, reflecting its bespoke nature in combining two or more investment objectives (e.g. both risk-reducing and

return-seeking) and hybrid fee rates.

Similarly to currency management revenue, management fees for Custom Solutions can be charged either monthly or

quarterly depending on the structure through which the programme is run. Distribution fees are earned as a percentage of

thevalue invested for the duration of the investment lifecycle.

Revenue – FY-24

Total management fees earned during the year increased marginally to £38.7 million (FY-23: £38.3 million). Performance fees

were again reported at £5.8 million, in line with FY-23, although now linked to performance both from FX Alpha (formerly

Currency for Return) mandates (£2.9 million, FY-23: £nil) and certain Enhanced Passive Hedging mandates (£2.9 million, FY-23:

£5.8 million). Revenue earned from the new asset management products and services totalled £0.5 million (FY-23: £nil).

Revenue analysis (£m)

Year ended

31 March 2024

Year ended

31 March 2023

Management fees

Currency Management

Passive Hedging 9.7 10.5

Hedging for Asset Managers 2.9 2.4

Dynamic Hedging 13.7 12.0

FX Alpha 1.3 1.6

Total 27.6 26.5

Asset Management

EM Debt – EMSF 4.8 5.2

Custom Solutions – Multi-product 6.2 6.6

Custom Solutions – Fund management 0.1 —

Total 11.1 11.8

Total management fees 38.7 38.3

Currency Management – Performance fees 5.8 5.8

Asset Management – Distribution fees 0.4 —

Other income 0.5 0.6

Total other services income 0.9 0.6

Total revenue 45.4 44.7

Financial review continued

Record plc Annual Report 2024

46

Financial review continued

Currency Management fees

Passive Hedging management fees

(including Hedging for Asset Managers)

decreased by 2% to £12.6 million

(FY-23: £12.9 million). Total net inflows

for FY-24 were reported at +$8.7 billion,

however the impact from the timing

of net flows over the last 18 months

(i.e. net outflows of $3.6billion for

the four quarters to H1-24 were only

offset by net inflows of $10 billion in

H2-24) resulted in a small decrease to

management fees for FY-24. However,

we expect this to reverse with the

full-year impact from the latter

inflows in the current financial year

(FY-25). Importantly, whilst Passive

Hedging commands a significantly

lower average fee rate than Record’s

other products, it continues to provide

a robust and valuable revenue stream

from a long-standing, institutional

client base, which itself provides

potential synergies to the Group in

the form of future partnerships and

product innovation. More recently,

the extension of our core Passive

Hedging product for Asset Managers,

which provides programmes designed

to fit specific liquidity and reporting

requirements, has seen growth which

we expect to continue in the current

financial year (FY-25) and consequently

Hedging for Asset Managers revenue

will now be reported as a separate

Currency Management category.

Dynamic Hedging management fees

increased by 14% to £13.7 million

(FY-23: £12.0 million) predominantly as

a result of the full-year impact of the

$2.5 billion of net inflows seen in the

second half of FY-24, combined with

the total net inflows of $0.3 billion in

FY-24 from existing clients.

Management fees from FX Alpha

(formerly Currency for Return)

mandates decreased by 19% to

£1.3million (FY-23: £1.6 million) broadly

arising as a result of the full-year

impact from the net outflows of

$0.3billion in the second half of FY-24.

Asset Management fees

EM Debt – EMSF

Management fees arising from the

Record EM Sustainable Finance

Fund (“EMSF”) decreased by 8% to

£4.8 million (FY-23: £5.2 million).

Notwithstanding positive performance

for the year, net outflows of $0.1 billion

for FY-24 linked to the client’s decision

to rebalance the portfolio resulted in

the reduction to revenue. The EMSF,

launched in June 2021, reached its

three-year live track record in June

2024 and it is anticipated that this,

when combined with its exceptional

performance to date and the recent

appointment of Andreas Koester to lead

Record’s EMSF team (as announced in

April 2024), will deliver further revenue

growth over the next three to five

years.

Custom Solutions – Multi-product

Multi-product management fees

decreased by 6% to £6.2 million

(FY-23: £6.6 million). As previously

announced in January 2024, one of

Record’s long-standing clients made

the strategic decision towards the

end of the third quarter to switch

approximately $4billion of assets

under its Multi-product mandate into

the lower-margin Passive Hedging

product. However, other net inflows

of $1.6billion in H2-24 will offset

a proportion of the reduction to

Multi-product revenue for FY-25

although the net full-year impact

for FY-25 revenue on a like-for-like

basis is expected to be a reduction of

approximately 50%.

Custom Solutions

– Fund management

In partnership with other specialist

asset managers, Record launched two

funds on its Luxembourg fund platform

in FY-24: Protected Equities and GP

Stakes, which reached an aggregate

NAV of $321 million by the end of the

year. As expected during the start-up

phase, management fees for FY-24

remained fairly low at £0.1 million.

However, the launches provide a

solid platform from which to expand,

and the pipeline of opportunities

remains strong both from existing

andprospective clients.

Distribution fees

Custom Solutions

– Liquid Credit Solutions

In addition to distributing Record’s own

branded funds, we also work closely

with selected external fund managers

in the distribution of their funds in

Europe and the UK. Distribution fees

of $0.4 million were earned in FY-24.

Performance fees

Performance fees can be derived

from a combination of hedging and

return-seeking products. Record’s

Enhanced Passive Hedging benefited

from opportunities to add value

arising from continued interest rate

differentials, which helped to deliver

performance fees of £2.9 million

(FY-23: £5.8 million). Record’s FX Alpha

product also delivered £2.9 million of

performance fees in the year (FY-23:

£nil). Such opportunities for added

value on both products are, to a certain

extent, market dependent and can

therefore be episodic in nature.

Consequently, the occurrence and

scale of future performance fees is

dependent on market developments

through the current financial year

(FY-25).

Other income

Other income totalled £0.5 million

(FY-23: £0.6 million) and consists

predominantly of fees from ancillary

currency management services

including collateral management,

signal hedging and tactical execution

services. Fees charged for these

ancillary services are not linked

toAUM.

Record plc Annual Report 2024

47

Additional informationGovernance Financial statementsStrategic report

Expenditure

Cost of sales

Cost of sales of £0.1 million (FY-23: £nil)

represents third-party commission due

on a proportion of revenue earned for

certain bespoke mandates utilising AI

technology to assist with calculating

optimal asset allocations. Due to recent

growth in these mandates, we would

anticipate a doubling in the commission

costs for FY-25.

Operating expenditure

The Group operating expenditure

(excluding variable remuneration and

other expenses) increased by 18%

to £26.3 million for the year (FY-23:

£22.3million).

As expected, the Group has seen

increases in personnel costs

(excluding bonuses) for the year of

approximately 16% linked to a number

of factors, including an increase in

average headcount of 9% and the

continuationof the higher inflationary

environment through the year, albeit

onthe slow downward trajectory. The

continuation of a heightened cost of

living for our employees has again

added pressure for the business to

provide support in the form of pay

increases, either through one-off

cost-of-living allowances or in

general pay increases to keep up with

market rates of pay. Consequently,

cost-of-living payments were made

in FY-24 of £2,000 per employee

(excluding Executive Directors and

Board members), amounting to a total

cost of approximately £0.2 million.

The Group continues to monitor the

situation closely by benchmarking

rates of pay in the market to ensure

our employees receive the appropriate

rate of pay linked to their role and

responsibilities.

Whilst we do not expect to make

any further cost-of-living payments,

changes made to bring certain roles in

line with market rates have been made

with effect from April 2024, at a total

additional cost in FY-25 of £0.5 million.

Against this backdrop, salaries and

related on-costs (including pensions)

increased by 17% to £13.0 million

(FY-23: £11.1 million), whilst other

employment-related costs associated

with the Group’s share schemes,

including the full-year impact of the

new LTIP scheme launched last year,

increased by 22% to £1.1 million (FY-23:

£0.9 million). Commission paid under

the scheme aimed at generating new

business remained flat at £0.8 million,

broadly in line with the change in

year-on-year revenues.

Similarly, and also as expected, we

have seen an increase in non-personnel

costs due to the full-year impact of

inflationary increases seen throughout

FY-23 as well as those incurred in

FY-24, albeit at a reduced rate. The

continuation of Record’s investment

into IT systems contributed to the

increase, particularly in using external

consultants for the development of

the R-Platform until the end of FY-24,

when the decision to stop the project

was taken. As previously announced, a

reorganisation programme has already

been implemented to restructure the

technology team by bringing both

development and infrastructure

expertise in-house. Whilst this will

be additive to FY-25 personnel costs,

we anticipate this to be offset by the

decrease in non-personnel costs with

the advantage of having greater focus

for development in key areas identified

for near-term and sustainable growth.

Non-personnel costs, excluding

impairment write-downs, increased

by 20% during the year to £11.4million

(FY-23: £9.5 million). Increases in

professional fees including insurance,

legal and internal and external audit

fees, reflect the costs associated with

added complexity, expansion and

regulatory requirements in the UK and

abroad, especially in Germany.

In the UK, the Group is currently based

over two sites in serviced offices in

London and a leased office in Windsor.

Due to its continued expansion plans,

the business will consolidate its UK

base to one central London-based

office during the current financial year

(FY-25). The move will enable the Group

to maintain its strong culture and focus

on collaborative working, regarded

as key for future growth, whilst

having the anticipated advantages

of improved employee retention and

wellbeing and in maintaining high

levels of productivity and efficiency.

Consequently, the inevitable overlap

of office costs during the transitional

period will result in an increase in Group

occupancy costs of approximately

£0.5 million for FY-25, dependent on

timing. Following full occupation in

the new office and vacating of the

current offices, it is expected for annual

occupancy costs for the Group to fall

back to the current level.

Financial review continued

Record plc Annual Report 2024

48

Costs associated with the winning and

servicing of clients, such as marketing,

travel and accommodation costs,

have increased by approximately 35%

linked to a higher preference for more

in-person meetings with current and

potential clients, as opposed to virtual.

Notwithstanding more recent

decreases in headline inflation, the full

year impact of inflationary increases on

running costs announced during FY-24

is expected to be felt in the current

financial year, FY-25. However, the

Group remains conscious of the level

of cost increases seen over the last

couple of years and consequently of

the need for a closer focus on ensuring

the business receives value for money

on its day-to-day operating costs

balanced with ensuring it remains

appropriately resourced to achieve its

strategic goals.

Other expenses were £0.1 million

for the year (FY-23: £0.3 million) and

represent net losses/gains made

on derivative financial instruments

employed by the Group’s hedging

activities and other FX adjustments

orrevaluations.

Group Bonus Scheme

The Board retains discretion to operate

the bonus pool between 25% to 35% of

pre-bonus operating profit and decided

to exercise its discretion resulting in a

reduction to the bonus pool, linking the

Group’s financial performance directly

to the size of the variable remuneration

pool. Consequently, the Group bonus

cost has decreased by approximately

42% to £4.4 million (FY-23: £7.6million),

meaning that the underlying operating

profit remains at 32%, in line with

FY-23. The Group bonus has been

calculated at 26% of pre-bonus

operating profit (FY-23: 34%).

Further information on variable

remuneration can be found in the

Remuneration report starting on

page77.

Operating profit and

underlyingprofit margin

Operating profit on an underlying basis

(i.e. before impairment write-down)

remained flat at £14.5 million (FY-23:

£14.5 million), reflecting an underlying

operating profit margin of 32%, the

same level as for FY-23. However, as a

result of the impairment write-down

of £1.9 million, on a statutory basis

the Group operating profit decreased

by 13% to £12.6 million (FY-23:

£14.5million) with the Group operating

margin decreasing to 28% (FY-23: 32%).

Whilst in the medium term it is

anticipated that changes to the IT

strategy will bring cost efficiencies and

improved value for money alongside a

more efficient and focused approach

to future IT projects, some overlap and

the passing over of current IT projects

may lead to a short-term decrease in

operating margin for FY-25.

The Group remains confident that,

through such cost improvements

and with the impact of growth from

higher revenue-margin products, it can

increase the operating margin over the

medium term.

Cash flow

The Group consolidated statement of

cash flows is shown on page 113 of the

financial statements.

The Group’s year-end cash and cash

equivalents stood at £9.2million

(FY-23: £9.9 million) and the total

assets managed as cash were

£17.5million (FY-23:£14.5million).

The cash generated from

operating activities before tax

increased by 25% to £16.3 million

(FY-23(restated):£13.0million).

During the year, taxation of £3.2million

was paid (FY-23: £2.4million) and

£10.1million was paid in dividends

(FY-23: £9.1 million). The Group

did not purchase any of its own

shares for the EBT in the year to

set against the future vesting of

share options (FY-23:£1.8million)

and received net proceeds on the

purchases and/or redemption of

bonds and investments of £0.8 million

(FY-23:netpurchases:£1.1million).

At the year end, the Group held

money market instruments that

mature in excess of 30 days after

the reporting date worth £8.3 million

(FY-23:£4.5million). These instruments

are managed as cash by the Group

but are not classified as cash under

IFRS rules (see note 19 of the financial

statements for more details).

Dividends

The FY-24 interim ordinary

dividend of2.15 pence per share

(FY-23:2.05pence) was paid to

shareholders on 22 December 2023,

equivalent to £4.1million.

The decision to impair previously

capitalised development expenditure

and to incur a one-off cost of

£1.9million has inevitably depleted

the level of earnings by approximately

0.76 pence per share for the year.

Notwithstanding this impact, the

underlying performance of the

business has been strong in FY-24

with a 32% underlying profit margin,

high performance fees and the launch

of new funds in the year, with further

launches anticipated for the current

financial year.

Financial review continued

Record plc Annual Report 2024

49

Additional informationGovernance Financial statementsStrategic report

Financial review continued

Dividends continued

With this in mind, the Board remains

confident in the future trajectory

of the Group and consequently

comfortable with the current dividend

policy. Asdisclosed in the Chairman’s

statement on page 6, the Board is

recommending a final ordinary dividend

of 2.45 pence per share, equivalent

to approximately £4.7 million, taking

the overall ordinary dividend for the

financial year to 4.60 pence per share.

Simultaneously, the Board is also

paying a special dividend of 0.60 pence

equivalent to approximately £1.1 million,

making the total dividend in respect

of the year ended 31March2024 of

£9.9million, equivalent to 93% of total

underlyingearnings.

The total ordinary and special dividends

paid per share in respect of the prior

year ended 31 March 2023 were

4.50pence and 0.68 pence respectively,

equivalent to total dividends of

£9.9million and representing 87% of

total earnings per share of 5.95 pence.

Financial stability and

capitalmanagement

The Group’s balance sheet is strong

and liquid with total net assets of

£28.9million (FY-23: £28.3 million)

at the end of the financial year,

including current assets managed

as cash totalling £17.5 million (FY-23:

£14.5million). The cash generated by

the business has increased, with net

cash inflows from operating activities

after tax of £13.1 million for the year

(FY-23: £10.5 million). Forfurther

information on cash flows, see the

consolidated statement of cash flows

on page 113 of the financial statements.

Under the Board’s capital and dividend

policies, the Group can pay up to a

maximum of 100% of adjusted earnings

for each financial year, thereby

ensuring distributions do not erode the

continued strength of its balance sheet.

To this end, the Group maintains

a financial model to assist it in

forecasting future capital requirements

over a three-year cycle under various

scenarios and monitors the capital and

liquidity positions of the Group on an

ongoing basis. The Group has no debt.

Record Currency Management Limited

(“RCML”) is a UK MiFID investment

firm authorised and regulated by the

Financial Conduct Authority (“FCA”)

registered as an Investment Adviser

with the SEC and as a Commodity

Trading Adviser with the CFTC. Record

Asset Management GmbH (“RAM”) is

authorised and regulated in Germany

by BaFin. RCML, RAM and the Group

submit regular capital adequacy

returns to the respective regulators

and held significant surplus capital

resources relative to the regulatory

financial resource requirements

throughout the year.

The Board has concluded that the

Group is adequately capitalised both

to continue its operations effectively

and to meet regulatory requirements,

due to the size and liquidity of balance

sheet resources maintained by

theGroup.

Steve Cullen

Chief Financial Officer

27 June 2024

Record plc Annual Report 2024

50

I am delighted to be

joining the team at

Record. It is a company

with a fantastic

reputation and track

record, now embarked

on a new phase of

strategic growth

which I am very

excited to be part of.

Richard Heading

Incoming Chief Financial Officer

Q&A with incoming CFO Richard Heading

Q What made you join Record?

A

Record has a fantastic reputation, built on a track record of

consistently delivering for clients. It’s now leveraging its

strengths to build on its established product offering and begin

anew phase of growth. That struck me as exciting to be a part of.

But what really made an impression on me was spending time

with the people here – everyone I spoke to articulated a clear

ambition and vision, deep expertise, and in particular an intense

focus on client needs.

So I’m really looking forward to getting started and contributing

to Record’s future success.

Q What are your priorities as you step

intoyour new role?

A

Steve has done a brilliant job as CFO and he’s handing things over

to me in great shape. I’m really grateful for his support and wish

him the very best for the future. The Company is in good financial

health, with well-established systems and controls.

My first priority, being new to Record, is spending time getting to

know our people, our products and our clients.

However, over the coming years, as we grow in size and

complexity over the coming years there will be more demands

on the Company’s resources, so I want to ensure we have robust,

cost-effective processes in place thatcan scale to support the

growth and future needs of the company.

In light of our strategic evolution, I also want to develop our

engagement with current and potential future shareholders,

to assist with understanding the opportunity that Record

represents.

Q Where do you see Record in five

years’time?

A

Well, a lot can happen in five years! But through the turbulent

economic conditions of the last five years, and the 35 years

before that, Record has consistently delivered, and generated

impressive, sustainable growth. So I’m very confident that

will continue. And on top of that, I expect to see the fruits of

the strategic initiatives that we are currently putting in place,

resulting in a company with higher AUM in both our currency

and asset management businesses, driving higher and stronger

revenue streams.

51

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2024

The Record plc Board (the “Board”)

has ultimate responsibility for

risk and the oversight of the risk

management process within the

business. Recognising that risk is

inherent in all of the Group’s business

dealings, and in the markets and

instruments in which the Group

operates, it places a high priority on

ensuring an integrated approach and

a strong risk management culture is

embedded throughout the Group, with

accountability at all levels within the

business. Effective risk management

and strong internal controls are

integral to the Group’s business

model and are reflected in the risk

management framework adopted

within the business.

Risk management framework

Risk appetite

As part of its responsibility for the

oversight of the risk management

process, the Board determines

its appetite for all significant risk

categories identified across the

business. This defines the level of

risk it is willing for the business to

take to support its strategic and

business objectives and encourages an

appropriate balance between risk and

benefit in a controlled and regulatory

compliant context, taking into account

the interests of clients, our people and

shareholders as well as any capital or

other regulatory requirements.

The Group maintains a risk register,

which specifies each risk appetite with

independent and ongoing assessment

of the level of risk performed by the

Head of Business Risk.

The Board reviews and considers

the principal and emerging risks and

corresponding risk appetites on a

regular and ongoing basis in light of its

strategic plans, and changes in both the

business and regulatory environment.

The Board currently considers the

following significant risk categories

in determining the risk appetite of

theGroup:

Strategic

Systems

Operational

Investment

People

Each of these are outlined on pages

54to 56.

Oversight

Oversight of the risk management

framework is delegated by the Board

tothe Head of Business Risk.

The Board provides oversight and

independent challenge in relation to

internal controls, risk management

systems and procedures, and external

financial reporting.

The Boards of Record Currency

Management Limited (“RCML”)

and Record Asset Management

GmbH (“RAM”), being the regulated

entities within the Group, are the

delegated decision-making bodies

for the day-to-day operations of the

respective businesses and include

theexecutive Board members of

Record plc and other senior personnel

within the business.

Record adopts a unified approach to risk

managementwhich is fully embedded across

allareasof the business.

Risk management

Risk management framework – overview

The RCML Board has delegated authority to the RCML Investment Committee to approve changes to any of the Group’s

investment processes and to establish and maintain policies for these processes. The RCML Investment Committee’s members

are listed on page 68 and the committee’s formal approval is required prior to implementation of any new or amended

investment process or product.

Record plc Board

RCML Investment

Committee

RCML Board RAM Board Audit Committee

Record plc Annual Report 2024

52

Risk management

The third line of defence is performed

by internal audit, which provides

independent assurance on the

adequacy and effectiveness of the

Group’s risk management, control

and governance processes, providing

recommendations to improve the

control environment. Internal audit is

provided by RSM UK Risk Assurance

Services LLP (“RSM”), an independent

third party.

External independent assurance

for shareholders is achieved by

the Group commissioning RSM to

perform the annual service auditor’s

report in respect of Record Currency

Management Limited under both the

International Standard on Assurance

Engagement (“ISAE”) 3402 and the

American Institute of Certified Public

Accountants Attestation Standard AT-C

Section 320 (“AT-C 320”). In performing

this work, RSM reports its opinion on

the description of internal controls with

respect to the investment management

and information technology activities,

and the operating effectiveness of

specific controls for the period 1 April

to 31 March, in line with the Group’s

financial year.

The Group considers the strong capital

buffer and the flexibility retained under

the capital and dividend policy provides

an effective additional line of defence

in terms of mitigation when considering

its risks.

Emerging risks

We consider emerging risks in the

context of known risks which could

become more likely to materialise,

or external shocks such as natural

disasters and pandemics, geopolitics,

disruption to financial markets and

business infrastructure, and changes

or trends in the competitive landscape.

The Board, management and Head

of Business Risk monitor emerging

risks by including these in the ongoing

review of risks performed through the

risk management framework.

Top risks to the business

The following section shows the

Board’s assessment of the principal

and emerging risks faced by the

business. The trend arrows indicate

theperceived increase or decrease in

risk posed to the business following

review by the Board and the Head of

Business Risk. These risks fall into

a number of distinct categories and

the means to mitigate them are both

diverse and relevant to the nature of

the risk concerned.

External independent assurance activity

Embedded culture of integrity and accountability

1st line of defence:

ISAE 3402 and AT-C 320 service auditor’s report on internal controls (RSM)

2nd line of defence: 3rd line of defence:

Business operations and support

Internal audit

(independent assurance – RSM)

Control and oversight functions

Lines of defence

The Record culture is one of integrity and accountability; core values that are embedded into the control environment

surrounding all areas of the business.

The overall risk management framework is underpinned by three lines of defence and is overseen by the Board.

Within this framework, the first line of defence provides management assurance and rests with line managers within their

specific departments and with senior managers responsible for the implementation and maintenance of higher-level controls

to aim to ensure adherence to quality standards and regulatory requirements.

Functions such as Front Office Risk Management, Compliance, Business Risk and Legal provide the second line of defence

through the drafting, implementation and monitoring of policies and procedures to align with best practice, to ensure

compliance and to provide assurance and oversight for the Board.

Record plc Annual Report 2024

53

Additional informationGovernance Financial statementsStrategic report

Risk management continued

Strategic risks

Our top two strategic risks are concentration and competitive threats. We consider both of these to be “high” risk and, while

weaccept these as a fact of doing business, key pillars of the CEO’s strategy are to mitigate these through a focus on quality

ofearnings and operational excellence.

Other notable strategic risks are delivery of strategy, regulatory trends, product innovation, third-party products and

exogenous.

Risk

Link to

strategy Trend Description

Concentration Quality of

earnings

decrease Our clearest concentration risk comes through our historical

reliance on our core currency hedging product (both Passive and

Dynamic). Despite its acceptance as part of risk appetite, this risk

has reduced during the year and will continue to do so in FY-25 with

the change in product mix through the successful development and

marketing of new products and strategies.

Competitive

threats

Quality of

earnings

Operational

excellence

no change Asset management and currency are competitive industries,

and our business is exposed to competitive threats arising from

disruptive innovators and entrants, and consistent pressure on

fees, especially Passive Hedging fees. Notwithstanding the high

barriers to entry in our industry, our continued focus on the highest

levels of client service alongside our ability to tailor our service

offerings to fit specific client demands have served us well over

40years andwill continue to do so.

Delivery of

strategy

Organic

growth

Quality of

earnings

Operational

excellence

decrease The recent change in CEO and senior management in line with

succession planning has brought renewed focus to a core range

of six distinct product categories across both currency and asset

management. In addition, the change to our IT strategy of bringing

the infrastructure and development expertise in-house will make

the development and delivery of IT-related projects more efficient

and cost effective.

Regulatory

trends

Operational

excellence

no change We are susceptible to adverse regulatory trends in our core

markets. While we cannot control the likelihood, we have a strong

track record of working closely with our clients and local advisers

during periods of regulatory transition.

Product

innovation

Organic

growth

Quality of

earnings

Operational

excellence

no change Separate to concentration and competitive threats, as with any

business we are exposed to the risks that our products no longer

fill a market need. We are client led, and our approach of “Listen,

Understand, Deliver” and our strong client relationships and

product diversification help to mitigate this risk.

Third-party

products

Operational

excellence

increase We continue to develop relationships to combine our expertise

withthat of our preferred partners and third-party strategies.

Along with the opportunity, we embrace some risk that such

strategies could underperform and cause reputational damage.

We mitigate this risk through a thorough and robust due diligence

process and a strong onboarding process. Now that we are

successfully distributing third-party strategies such as the

Diversified GP Stakes strategy, we recognise this risk has increased,

and as part of the due diligence process we have partnered with

an external research agency to conduct exhaustive fraud and

reputation checks on all managers we partner with in this way.

Exogenous Quality of

earnings

Operational

excellence

no change We are mindful of the risks to the business from an inflationary

backdrop, for example through increased operating costs and

interest rates, as well as the risk to asset prices that would

directly impact revenues, although this has ultimately proved to

benegligible through and following the impact of the pandemic.

Record plc Annual Report 2024

54

Risk management continued

Operational risks

Our clients pay us fees to undertake high operational risk on their behalf given the trading sizes and volumes we execute,

particularly linked to our hedging products. We embrace this risk, recognising it as a principal risk to the business reflected

in our bespoke business model and risk framework, which is designed to mitigate this risk to an acceptable level. We operate

within our risk appetites given our robust control framework and long-standing and experienced operational teams.

Our biggest operational risks are trade configuration, the responsibility of the Portfolio Implementation team, and trade

execution, undertaken by our Trading team. Other notable risks include accuracy of market and portfolio data (on which we

trade), settlement risk (while we do not trade on our own account, there is a risk that we make a mistake with a payment

instruction), and reporting errors.

Risk

Link to

strategy Trend Description

Trade

configuration

andexecution

Operational

excellence

no change Configuring a trade with the wrong currency or in the wrong

direction would expose us to market risk, as we make good any

trade errors that would result in a cost to the client. To mitigate this

risk, trades are configured independently and then cross-checked

while our Front Office Risk team conduct pre and post-trade checks.

We continue to introduce technological solutions to increase

efficiency and reduce risk as we continue to broaden our products

and services.

RAM operational

errors

Operational

excellence

no change For RAM operations, while operations are initially simple, we

expect this risk to emerge as the business grows. Unlike with our

currency business, where errors can be traded out of in the most

liquid market, many RAM investments are in illiquid assets or

funds, which could take an extended amount of time to trade out

of. Continued growth of the business will see adaptive changes

to operational processes to ensure operation efficiencies and

effective management of risk.

System risks

Along with all businesses in our sector, we are reliant on a range of in-house and third-party systems to deliver our

services,and all of these are susceptible to the risk of having downtime, bugs, redundancy, integration issues and, of course,

cyber-at tacks.

Notwithstanding our robust systems and mitigating controls, we nonetheless maintain a business continuity plan and

disasterrecovery site in order to continue to run the business should material disruption occur. These contingencies are

regularly tested.

Plans to enhance our systems are continuous to ensure that we are providing our customers with the best experience.

Ouruseof internal applications to monitor and manage risk is and will always be at the forefront of our technology strategy.

Risk

Link to

strategy Trend Description

Cyber and data

security

Operational

excellence

no change Cyber risk represents the risk of loss from cybercrime or the

malicious disruption to networks through theft of data or

corruption of information. The Group has established cyber security

programmes which are continuously reviewed and adjusted to keep

pace with regulatory, legislative and cyber threat landscapes, the

latter heightened from the Group now operating across various

locations. Record Group did not experience any material client or

operational impacts, nor any data breaches, in the year.

Record plc Annual Report 2024

55

Additional informationGovernance Financial statementsStrategic report

Risk management continued

Investment risks

Any asset manager must embrace the risk of product underperformance, whether against their benchmarks or indeed in

absolute terms; we are no different. This is our key investment risk.

Investment risks also covers the research process and any potential impact on product development, which we see as low

risk given our highly qualified and experienced research colleagues, and a rigorous review process and strict scrutiny by the

Investment Committee for all related product developments.

Risk

Link to

strategy Trend Description

Product

underperformance

Quality of

earnings

no change We are increasingly exposed to emerging markets and their

inherent risks, given the geopolitical environment as well as our

activity in this space. This risk is closely monitored as we expect

this risk to increase as we grow this part of the business.

Market liquidity Operational

excellence

increase Market liquidity is another risk of doing business and one that

asset managers must embrace. That said, we mitigate this risk

through extensive access to, and long-standing relationships with,

liquiditysources.

People risks

People are our biggest asset and, as such, present various risks. We have worked hard to mitigate both key person and

succession risks over the previous 24 months.

Risk

Link to

strategy Trend Description

Key person and

succession

Operational

excellence

decrease The Group has been in business for over 40 years and was

previously vulnerable to key person risk. The Company’s succession

strategy saw successful execution in the form of JanWitte taking

over as CEO from 1 April 2024 as well as successfully identifying

and appointing a new chairman and CFO. By continuing to plan for

generational change and acquiring new talent, this key person and

succession risk posed to the business has become further diluted.

Talent acquisition

and retention

Organic

growth

no change The inflationary environment has forced many firms, including

ours, to consider risks to talent acquisition and retention.

Whilstthere have been some turnover and internal promotions to

keyoperational roles, we continue to successfully attract talent

into all areas of the business.

We also monitor risks such as conduct and conflicts of interest, as well as staff engagement and wellbeing.

Record plc Annual Report 2024

56

Risk management continued

Viability statement

In accordance with the UK Corporate

Governance Code, the Directors have

performed a robust assessment of the

viability of the Group considering the

business model, the Group’s expected

financial position, Board strategy and

risk appetite, the Group’s solvency and

liquidity and its principal risks. Based

on this assessment, the Directors have

a current and reasonable expectation

that the Group will continue to

operate and meet its liabilities as they

fall due for the next three years to

31March2027. The Board considers a

three-year horizon to be an appropriate

period to assess the Group’s strategy

and its capital requirements. This

timeframe allows for a sharper focus

and a comprehensive assessment

of the Group’s investment needs,

profitability, and the potential risks

thatcould impact the Group’s ability

tomeet its strategic objectives.

The Directors review the financial

forecasts and position of the Group

on an ongoing basis. The capital and

dividend policies reflect the stated

objectives of maintaining a strong

balance sheet whilst allowing the

Group flexibility to adapt its products

and services to market conditions,

to take advantage of emerging

business opportunities, and to make

progressive and sustainable returns

to shareholders. The Group’s strategy

and principal risks are assessed and

reviewed regularly at Board and

Executive level, and by operational

subsidiaries within the Group. Further

detail on the Group’s strategy and

principal risks is given in the Strategic

report on pages 20 to 23 and 52 to 56

respectively.

In assessing the viability of the Group,

the Directors have considered the

principal risks affecting the Group,

which underpin the basis for the stress

testing of the business plan conducted

under the Investment Firm Prudential

Regime (“IFPR”). This uses severe but

plausible stress scenarios assuming

the crystallising of a number of these

principal risks to assess the options for

mitigating the impact on the Group, and

for ensuring that the ongoing viability

of the Group is sustained.

The Board has considered the

potential impact of the following

stress test scenarios, which

cumulatively represent a severe,

remote but plausible scenario:

product performance and viability,

economic downturn, cyber-attack and

operational error.

The scenarios then factor in the various

mitigating actions the Group has at

its disposal, including the potential

for non-critical cost reductions and

reassessing the dividend policy.

These mitigating actions can be

reassessed depending on the specific

circumstances and expected duration

of the factors affecting the business

model at the time. The possibility

that the impact and timing of factors

potentially affecting the viability of

the Group could be more severe than

assumed plausible for the above

testing should also be noted.

The results have confirmed that the

Group would be able to withstand

the adverse financial impact of these

scenarios occurring over the three-year

assessment period and will continue to

maintain its surplus financial resources

over and above its regulatory capital

and liquidity requirements.

Changes in our industry such as the

increase in demand for sustainable

investment products and advances

in technology provide both challenge

but also opportunity to the Group,

whilst economic uncertainty continues

linked to heightened geopolitical

instability. Through its change in

strategy and increased focus on

sustainable growth, combined with the

continued enhancement of its products

and services and in maintaining its

approach to operational excellence

and quality of earnings, the Directors

believe the Company to be capable of

meeting such challenges, as evidenced

by the maintenance of high levels of

revenue and underlying

1

profits, and

thegrowth of AUM seen over thelast

three years.

The Strategic report is set out on

pages 1 to 57 of the Annual Report

and outlines our strategic objectives,

performance and financial position,

aswell as our outlook for the future.

The Strategic report was approved by

the Board on 27 June 2024 and signed

on its behalf by:

Jan Witte

Chief Executive Officer

1. A reconciliation of alternative performance measures to their statutory equivalent is provided on page 147.

Record plc Annual Report 2024

57

Additional informationGovernance Financial statementsStrategic report

What’s in this section

Chairman’s introduction 59

Board of Directors 60

Corporate governance report 62

Corporate governance overview 62

Board structure 63

Board activity 64

Board effectiveness 66

Corporate governance framework 67

Internal control and risk management 68

Nomination Committee report 69

Audit Committee report 72

Remuneration report 77

Chair of the Remuneration Committee’s statement 77

Remuneration Policy to be proposed to shareholders at the AGM 80

Annual report on remuneration 88

Directors’ report 96

Directors’ responsibilities statement 100

Governance

Record plc Annual Report 2024

58

Chairman’s introduction

At Record, we remain

steadfastinour commitment

to upholding strong corporate

governance principles.

David Morrison|Chairman

Our organisational

culture is paramount to

us, as we continue our

journey of maintaining

our position as an

ethically led business

with robust leadership

underpinned by sound

corporate governance

practices.

Dear Shareholders,

I am pleased to provide an overview

of Record plc’s corporate governance

arrangements within this year’sAnnual

Report and accounts. This section

outlines the structure of our Board

and its Committees, reflecting our

commitment to transparency and

effective oversight.

This year marks my first term as

Chairman of Record, having previously

served as a Non-Executive Director

and Senior Independent Director.

Following Neil Record’s retirement,

I was delighted to assume this role,

working closely with my colleagues

onthe Board.

Our Board has recently experienced

some notable changes, including the

planned retirement of Leslie Hill at

the end of the 2024 financial year and

Steve Cullen’s decision to step down

upon the appointment of his successor,

as announced last year. I am proud of

the Nomination Committee’s efforts

in implementing our succession plans,

appointing Jan Witte as our new

CEO and Richard Heading as Steve’s

successor.

Further details on the Board and

Committees’ work, compliance with the

Corporate Governance Code and other

aspects of our governance framework

will be provided in the Corporate

Governance section of this report,

along with detailed Committee reports.

David Morrison

Chairman

27 June 2024

Record plc Annual Report 2024

59

Additional informationGovernance Financial statementsStrategic report

Board of Directors

N



R A



N



R A



N



R A



N



R

Appointed:

David was appointed as

Non-executive Director

and Chair-elect of Record

in March2023, becoming

ChairmaninJuly2023.

Appointed:

Jan joined Record in 2012 and was

appointed Head of Quantitative

Research in August 2013, Head of

Switzerland in 2017, Global Head

of Sales in October 2021, CEO of

RCML in May 2023 and Group CEO

on 1 April 2024.

Appointed:

Steve was appointed to the Board

and made Chief Financial Officer in

March 2013.

Appointed:

Tim was appointed as a

Non-executive Director of Record

in March 2018 and as Senior

Independent Director in July 2021.

Appointed:

Matt was appointed as an

independent Non-executive

Director of Record in July 2021.

Appointed:

Krystyna was appointed as an

independent Non-executive

Director in September 2021.

Appointed:

Leslie joined Record in 1992.

Shewas appointed Head of

Sales and Marketing in 1999

and Chief Executive Officer

from February2020 until

31March2024.

Previous appointments:

Previously, David served on the

boards of several private and

public companies, both listed on

AIM and on the main market. He

also served as a Non-executive

Director of Record in the period

from 2009 to 2018, including as

Senior Independent Director from

2016 until 2018.

Previous appointments:

After finishing his PhD at

the University of Oxford in

2011, Janwas a postdoctoral

researcherin mathematical

finance before joining Record

inthe summer of 2012.

Previous appointments:

Steve qualified as a Chartered

Accountant in 1994 and gained

15years of audit experience within

public practice before joining

Record.

Previous appointments:

Previously, Tim was a member of

the governing Board of Innovate

UK, the UK’s innovation agency,

Chair of the UK Cell and Gene

Therapy Catapult and Chair of

theUK BioIndustry Association.

Previous appointments:

Matt’s experience spans core

finance, strategy, investor

relations and business leadership

gained from Arrow Global plc,

RSAInsurance Group plc, Cable

and Wireless Worldwide plc,

Legal and General Group plc and

NatWest Bank plc

Previous appointments:

Previously, Krystyna was a

Managing Director of Norman

Broadbent and prior to this

worked at Citigroup in a variety

of senior roles across shipping

finance, oil project finance and risk

management, in Europe and Asia.

Previous appointments:

Leslie’s extensive prior experience

includes working at Lloyds

Bank and Merrill Lynch where

she was Director and Head of

Corporate Foreign Exchange Sales

worldwide.

Current external

appointments:

David is currently Chairman of

CPPGroup plc and eConsult Health

Ltd and Trustee and Member of

the Council of Management of the

Ditchley Foundation.

Current external

appointments:

Jan has no other appointments

outside of the Record Group.

Current external

appointments:

Steve has no other appointments

outside of the Record Group.

Current external

appointments:

Tim is a biotech entrepreneur, who

is currently Chair of Schroders

Capital Global Innovation Trust

plc, as well as private companies

EndLyz Inc., Storm Therapeutics

Limited and AstronauTX Limited.

Tim is also Chair of the Institute

for Research in Schools Ltd.

Current external

appointments:

Matt is Group CFO of Mishcon

deReya LLP.

Current external

appointments:

Krystyna is Senior Managing

Director of the Teneo People

Advisory Board Practice and is

Non-executive Director of abrdn

Asian Income Fund Ltd.

Current external

appointments:

Leslie is a director of Trade

RecordLtd and a Trustee of

FINHUMF Charity.

Skills and experience:

Having spent his career in venture

capital, David was founder (1998)

and Chief Executive of Prospect

Investment Management,

providing venture capital

investment management to

various institutional and family

office clients. With a deep

understanding of the business

from his previous non-executive

experience and his extensive

financial expertise, David is ideally

positioned for the role.

Skills and experience:

Jan has been an integral part of

Record for twelve years, bringing

with him profound technical

expertise as the former Director

of Quantitative Research and a

wealth of practical experience as

Client Team Director and Global

Head of Sales. He has been pivotal

in advancing Record’s capabilities

in financial analytics, developing

many new investment strategies,

and fostering a client-centric

culture within the organisation.

Jan’s unique blend of technical

proficiency, strategic vision and

practical experience equips him

exceptionally well to provide

valuable insights in Board

discussions and makes him a

perfect candidate for the position

of Chief Executive Officer.

Skills and experience:

Steve joined Record in October

2003 and led Record’s Finance

team for over nine years, reporting

directly to the Chief Financial

Officer. He was part of the internal

management team at Record

involved in the preparation

for admission to trading on

the London Stock Exchange in

December 2007.

With his ICAEW FCA qualification

and over 30 years’ experience,

including almost 21 years within

financial services, Steve brings

considerable accounting, financial

and risk management expertise to

the Board.

Skills and experience:

Tim is a Chartered Accountant

(FCA) with a background in

corporate finance and venture

investing, and he has extensive

corporate development and

people management experience.

Tim adds insight to Board

discussions, ensuring that the

Board continues to focus on mid

tolong-term value development.

Skills and experience:

Matt is a highly experienced

finance professional, having

worked for more than 25 years

at leading FTSE 100 companies.

He has a proven track record

in leading finance strategy,

business improvement and

financial control for large listed

companies. He holds degrees from

Cambridge University and The

Open University and has recently

completed a PhD in Digital

Economics.

Skills and experience:

Krystyna has a wealth of City

experience, both in banking

and in executive search. She

has an expertise in succession

planning and Board composition

having worked as a director for

a specialist board-level search

boutique. Krystyna is a graduate

from Oxford University where she

studied Physics and gained a Law

degree in 2003.

Skills and experience:

Having worked at Record for

30 years, Leslie has a deep

understanding of Record’s

products and the needs of clients.

As Head of the Client Team she

was instrumental in driving the

client-focused culture of the

business and helped to maintain

existing and develop new client

relationships. Leslie is therefore

very well placed to provide a

client perspective during Board

discussions.

David Morrison

Chairman

Jan Witte

Chief Executive Officer

Steve Cullen

Chief Financial Officer

Tim Edwards

Senior Independent

Director

until 25 June 2024

Record plc Annual Report 2024

60

Board of Directors

N



R A



N



R A



N



R A



N



R

Appointed:

David was appointed as

Non-executive Director

and Chair-elect of Record

in March2023, becoming

ChairmaninJuly2023.

Appointed:

Jan joined Record in 2012 and was

appointed Head of Quantitative

Research in August 2013, Head of

Switzerland in 2017, Global Head

of Sales in October 2021, CEO of

RCML in May 2023 and Group CEO

on 1 April 2024.

Appointed:

Steve was appointed to the Board

and made Chief Financial Officer in

March 2013.

Appointed:

Tim was appointed as a

Non-executive Director of Record

in March 2018 and as Senior

Independent Director in July 2021.

Appointed:

Matt was appointed as an

independent Non-executive

Director of Record in July 2021.

Appointed:

Krystyna was appointed as an

independent Non-executive

Director in September 2021.

Appointed:

Leslie joined Record in 1992.

Shewas appointed Head of

Sales and Marketing in 1999

and Chief Executive Officer

from February2020 until

31March2024.

Previous appointments:

Previously, David served on the

boards of several private and

public companies, both listed on

AIM and on the main market. He

also served as a Non-executive

Director of Record in the period

from 2009 to 2018, including as

Senior Independent Director from

2016 until 2018.

Previous appointments:

After finishing his PhD at

the University of Oxford in

2011, Janwas a postdoctoral

researcherin mathematical

finance before joining Record

inthe summer of 2012.

Previous appointments:

Steve qualified as a Chartered

Accountant in 1994 and gained

15years of audit experience within

public practice before joining

Record.

Previous appointments:

Previously, Tim was a member of

the governing Board of Innovate

UK, the UK’s innovation agency,

Chair of the UK Cell and Gene

Therapy Catapult and Chair of

theUK BioIndustry Association.

Previous appointments:

Matt’s experience spans core

finance, strategy, investor

relations and business leadership

gained from Arrow Global plc,

RSAInsurance Group plc, Cable

and Wireless Worldwide plc,

Legal and General Group plc and

NatWest Bank plc

Previous appointments:

Previously, Krystyna was a

Managing Director of Norman

Broadbent and prior to this

worked at Citigroup in a variety

of senior roles across shipping

finance, oil project finance and risk

management, in Europe and Asia.

Previous appointments:

Leslie’s extensive prior experience

includes working at Lloyds

Bank and Merrill Lynch where

she was Director and Head of

Corporate Foreign Exchange Sales

worldwide.

Current external

appointments:

David is currently Chairman of

CPPGroup plc and eConsult Health

Ltd and Trustee and Member of

the Council of Management of the

Ditchley Foundation.

Current external

appointments:

Jan has no other appointments

outside of the Record Group.

Current external

appointments:

Steve has no other appointments

outside of the Record Group.

Current external

appointments:

Tim is a biotech entrepreneur, who

is currently Chair of Schroders

Capital Global Innovation Trust

plc, as well as private companies

EndLyz Inc., Storm Therapeutics

Limited and AstronauTX Limited.

Tim is also Chair of the Institute

for Research in Schools Ltd.

Current external

appointments:

Matt is Group CFO of Mishcon

deReya LLP.

Current external

appointments:

Krystyna is Senior Managing

Director of the Teneo People

Advisory Board Practice and is

Non-executive Director of abrdn

Asian Income Fund Ltd.

Current external

appointments:

Leslie is a director of Trade

RecordLtd and a Trustee of

FINHUMF Charity.

Skills and experience:

Having spent his career in venture

capital, David was founder (1998)

and Chief Executive of Prospect

Investment Management,

providing venture capital

investment management to

various institutional and family

office clients. With a deep

understanding of the business

from his previous non-executive

experience and his extensive

financial expertise, David is ideally

positioned for the role.

Skills and experience:

Jan has been an integral part of

Record for twelve years, bringing

with him profound technical

expertise as the former Director

of Quantitative Research and a

wealth of practical experience as

Client Team Director and Global

Head of Sales. He has been pivotal

in advancing Record’s capabilities

in financial analytics, developing

many new investment strategies,

and fostering a client-centric

culture within the organisation.

Jan’s unique blend of technical

proficiency, strategic vision and

practical experience equips him

exceptionally well to provide

valuable insights in Board

discussions and makes him a

perfect candidate for the position

of Chief Executive Officer.

Skills and experience:

Steve joined Record in October

2003 and led Record’s Finance

team for over nine years, reporting

directly to the Chief Financial

Officer. He was part of the internal

management team at Record

involved in the preparation

for admission to trading on

the London Stock Exchange in

December 2007.

With his ICAEW FCA qualification

and over 30 years’ experience,

including almost 21 years within

financial services, Steve brings

considerable accounting, financial

and risk management expertise to

the Board.

Skills and experience:

Tim is a Chartered Accountant

(FCA) with a background in

corporate finance and venture

investing, and he has extensive

corporate development and

people management experience.

Tim adds insight to Board

discussions, ensuring that the

Board continues to focus on mid

tolong-term value development.

Skills and experience:

Matt is a highly experienced

finance professional, having

worked for more than 25 years

at leading FTSE 100 companies.

He has a proven track record

in leading finance strategy,

business improvement and

financial control for large listed

companies. He holds degrees from

Cambridge University and The

Open University and has recently

completed a PhD in Digital

Economics.

Skills and experience:

Krystyna has a wealth of City

experience, both in banking

and in executive search. She

has an expertise in succession

planning and Board composition

having worked as a director for

a specialist board-level search

boutique. Krystyna is a graduate

from Oxford University where she

studied Physics and gained a Law

degree in 2003.

Skills and experience:

Having worked at Record for

30 years, Leslie has a deep

understanding of Record’s

products and the needs of clients.

As Head of the Client Team she

was instrumental in driving the

client-focused culture of the

business and helped to maintain

existing and develop new client

relationships. Leslie is therefore

very well placed to provide a

client perspective during Board

discussions.

Leslie Hill

Consultant

Chief Executive Officer

until31 March 2024

Krystyna Nowak

Independent Non-executive

Director

Matt Hotson

Independent Non-executive

Director

Key:

A

Audit

Committee

R

Remuneration

Committee

N

Nomination

Committee

Chair

Record plc Annual Report 2024

61

Additional informationGovernance Financial statementsStrategic report

Company purpose

Our purpose is to continue to harness

trends and innovate by collaborating

with our clients, with the aim of

achieving diverse partnerships of

financial specialists – creating unique,

opportunistic, sustainable solutions.

Corporate culture

Record’s corporate culture has always

prioritised client satisfaction since day

one, and this mindset remains deeply

rooted in the business operations.

TheBoard has been diligent in ensuring

that the importance of client focus,

transparency and accountability

is understood by all employees,

contractors and consultants across

the Group. Additionally, the Company

leadership places a strong emphasis

on employee wellbeing. With numerous

changes within the Group, including

Board transitions, process reviews

and technological advancements,

the Board recognises the need for a

collaborative environment. To this

end, we are actively seeking new office

space, advancement in technology and

restructuring our corporate governance

framework to better facilitate

teamwork and communication.

Ourongoing efforts aim to foster a

culture of collaboration, effective

decision-making and risk management,

ensuring that Record continues to excel

while staying true to its values.

Board and corporate

governancechanges

This year has marked a pivotal chapter

in Record’s corporate governance

journey. In November 2023, Leslie Hill,

a cornerstone of the organisation,

announced her retirement as Chief

Executive Officer, effective at the close

of the financial year. Earlier the same

year, Steve Cullen, our long-serving

CFO expressed his intention to

retire upon identifying a suitable

successor for his role. Leslie and Steve

have been instrumental in shaping

the organisation’s success, their

unwavering commitment and expertise

guiding the path of the business.

Stepping into these critical roles,

Jan Witte has taken over as Leslie’s

successor as CEO, bringing a wealth of

experience and vigour to the Board.

In the CFO selection process, Richard

Heading was identified as the optimal

choice for the CFO role, boasting

extensive proficiency in financial and

capital planning, investor relations,

treasury management and global

operations.

Recognising the invaluable

contributions of Leslie and Steve,

bothwill remain engaged with Record,

offering consultancy support to the

newly appointed directors during

this transitional phase. Their wealth

of knowledge and experience will

undoubtedly fortify the continuity of

the implementation of our strategy.

There have been other significant

changes within Record’s structure.

Last year, the Group Management

Committee was formed, tasked with

overseeing day-to-day operations

across all business lines and entities.

This committee, reporting directly to

the Board, oversees the functioning of

the Group HR Committee and Senior

Sustainability Office (“SSO”) to ensure

operational cohesion.

Looking ahead

The new leadership is planning

to establish the Group Executive

Committee (“ExCom”), comprising

representatives responsible for major

products and entities. This move aims

to better align daily operations with

overall business strategies, improving

co-operation and communication.

Furthermore, the formation of

the Emerging Markets & Frontier

investment Committee is underway.

Andreas Koester, joining from

Union Investment, will oversee the

overarching strategy. This committee,

focusing on the Emerging Markets

Sustainable Finance Fund (“EMSF”),

will manage investment decisions and

review proposals for new investment

products and services or substantial

revisions to existing offerings.

Another shift towards enhancement of

the operational processes’ efficiency

will be reflected in the addition of

the Audit and Risk Committee and

the Operations Committee under

the Record Currency Management

structure. The main purpose of these

committees is to create a smooth flow

of information between the Board and

operational departments in the daily

management of operational risks,

financial performance and processes

and procedures.

Further information on the corporate

governance framework is provided on

pages 66 to 68.

Compliance with the 2018 UK

Corporate Governance Code

Throughout the year, the Company

has applied the main principles and

provisions of the Code as deemed

appropriate to the Group.

Section 172 disclosure

Section 172 of the Companies Act

2006requires Directors to promote the

success of the Company for the benefit

of the members as a whole and in

doing so to have regard to the interests

of stakeholders, including clients,

employees, suppliers, regulators and

the wider society in which it operates.

Details of how the Board engaged with

Record’s various stakeholders are

shown on pages 35 to 37.

Corporate governance overview

Compliance with the UK Corporate

Governance Code (the “Code”)

The Board is supportive of the

principles of the Code and has been

since its Admission to the Official

List of the UK Listing Authority in

December2007, with the Board

complying as it deems appropriate

given the nature and size of the

business.

The latest version of the Code was

published in July 2018 and is applicable

to accounting periods beginning on

or after 1 January 2019. The Board is

aware of the changes introduced in the

new version of the Code. However, the

2024 Code will apply to financial years

beginning on or after 1January2025.

Therefore,this report will explain the

compliance with the 2018 Corporate

Governance Code.

Corporate governance report

Record plc Annual Report 2024

62

Listed companies are required under

the Financial Conduct Authority

Listing Rules either to comply with the

provisions of the Code or explain to

investors in their next Annual Report

why they have not done so.

The Board has reviewed the

appropriateness of the provisions to

determine whether they should be

applied or if departure is justified.

All provisions of the Code have

been applied as necessary as part

of Record’s corporate governance

framework.

In previous years the main areas of

non-compliance concerned Neil Record

serving in his capacity as the Chair of

the Board. Neil founded the Company

in 1983 and led the business until its

IPO in December 2007. At the time of

the IPO, itwas agreed that Neil was

best placed to continue to chair the

business, a role he has undertaken

ever since. Therefore, Provisions 9

and 19 of the Code which suggest that

the chair should be independent on

appointment and that the chair should

not remain in post beyond nine years

from the date of first appointment

to the Board constituted the area of

non-compliance. This is no longer an

issue with Neil’s retirement at the 2023

AGM. The Board will therefore now be

fully compliant with both Provisions 9

and19.

Provision 21 of the Code recommends

that the chair should consider having

a regular externally facilitated board

evaluation. In FTSE 350 companies this

should happen at least every three

years. As a non-FTSE 350 company,

thetriennial requirement for an

external assessment does not apply

to Record plc, although an externally

facilitated workshop was carried out in

2021. The Board recognises the benefit

the external evaluation may bring to

the overall efficiency and effectiveness

of the Board functioning so the option

to undertake the external evaluation is

currently being considered to be carried

out in 2025. The details of the Board

evaluation process can be found in the

Nomination Committee report.

Board structure

Board composition

As of 31 March 2024, the Record plc

Board consisted of seven members

and was headed by David Morrison

(Chairman), with the Executive

Directors Leslie Hill (Chief Executive

Officer), Jan Witte (Executive Director

and CEO-elect) and Steve Cullen

(ChiefFinancial Officer). There were

three independent Non-executive

Directors: Tim Edwards, being

the Senior Independent Director,

Krystyna Nowak and Matt Hotson.

The biographical details of the Board

members are set out on pages 60

and61.

At the end of March 2024 Leslie Hill

retired from the Board, and was

succeeded by Jan Witte who was

appointed as an Executive Director

and CEO-elect in January 2024. Tim

Edwards stood down from the Board

in June 2024 and will be succeeded

by Dr Othman Boukrami. Steve Cullen

will retire in June 2024, and he will be

succeeded by Richard Heading.

Code provision

The Code recommends that at least half

the Board, excluding the chair, should

be non-executive directors whom the

Board considers to be independent and

the Board’s structure complies with

this provision. The Board considers that

the current composition is appropriate

given the size and structure of the

business.

The division of responsibilities between

the Chairman and the Chief Executive

Officer is clearly established, set out in

writing and agreed by the Board.

Board responsibilities

The Board has a schedule of matters

specifically reserved for its decision

and approval, which includes, but is

notlimited to:

• determining the Group’s long-term

strategy and objectives;

• authorising significant capital

expenditure;

• approving the Group’s annual and

interim reports and preliminary

announcements;

• the setting of interim and special

dividends and recommendation of

final dividend payments;

• ensuring the effectiveness of

internal controls and the risk

management framework;

• the authorisation of Directors’

conflicts or possible conflicts of

interest;

• communication with shareholders

and the stock market; and

• overseeing the Group Company

policies, such as Code of Ethics,

Anti-bribery and Corruption,

Anti-Money Laundering,

Conflicts of Interest, Supplier

Code of Conduct, Inclusion and

Diversity (both for the Board and

Group-wide), Remuneration policy,

Whistleblowing and others.

Chairman

The Chairman is responsible for

the leadership of the Board. He is

also responsible for overseeing

the activities of the Chief Executive

Officer and providing advice, guidance

and support to the executive team.

He works with the Board to develop

Group strategy and support its

implementation. The Chairman is a

principal ambassador of Record and

a guardian of the Group’s ethos and

values.

Chief Executive Officer

The Chief Executive Officer is

responsible for the executive

management of the Group with

focus on profitable business growth

while acting in the interests of all

stakeholders – clients, shareholders,

employees and industry regulators

– and upholding the core values of

Record. His statement on FY-24 and the

outlook for the Group can befound on

pages 8 and 9.

Chief Financial Officer

The Chief Financial Officer is

responsible for the finance function,

the financial management and control

of the business, and for developing

and delivering appropriate internal

and external financial reporting. His

financial review for FY-24 can be found

on pages 44 to 50.

Corporate governance report

Record plc Annual Report 2024

63

Additional informationGovernance Financial statementsStrategic report

Corporate governance report continued

Board responsibilities continued

Senior Independent Director

The Senior Independent Director’s

role is to act as a sounding board for

the Chairman, oversee the evaluation

of the Chairman’s performance (see

page 71) and serve as an intermediary

for the other Directors if necessary.

He is also available as an additional

point of contact for shareholders and

other stakeholders should they wish to

raise matters with him rather than the

Chairman or the Chief Executive Officer.

Non-executive Directors

The Non-executive Directors are

responsible for upholding high

standards of integrity and probity,

providing constructive challenge

and helping to develop proposals

onstrategy.

Independence of the Non-executive

Directors

In determining the independence of

Non-executive Directors, the Board has

taken into consideration the guidance

provided by the Code. TheBoard

considers Matt Hotson, Krystyna

Nowak, Tim Edwards and David

Morrison to be independent at the

current time.

Director appointments and

timecommitment

The rules providing for the

appointment, election, re-election

and the removal of Directors are

contained in the Company’s Articles

ofAssociation.

The Company’s Articles of Association

were revised in 2020 to align with the

UK Corporate Governance Code July

2018, current legislation and market

practice and were subsequently

approved by shareholders at the 2020

AGM. Under the Articles, all Directors

are subject to annual election or

re-election by shareholders and all of

the Directors will stand for election or

re-election at the 2024 AGM, with the

exception of Leslie Hill, Steve Cullen

and Tim Edwards, who will complete

his second three-year term.

The Board has agreed that all

Directors standing for election

or re-election continue to make a

valuable contribution to the Board’s

deliberations and recommends their

election or re-election. As required by

the UK Listing Rules, the appointment

of independent directors must be

approved by a simple majority of all

shareholders. Further details are set

out in the 2024 Notice of AGM.

Non-executive Directors’ letters of

appointment stipulate that they are

expected to commit sufficient time to

discharge their duties. Non-executive

Directors are required to notify

the Chairman before taking on any

additional appointments. David

Morrison, upon joining the Board,

disclosed his additional responsibilities

and the Board was satisfied that he

can effectively fulfil his duties as

Chairman. Jan Witte has no other

appointments outside of the Record

Group and he will dedicate his time

wholly on being a leader of the

organisation. Details of other roles held

by the Non-executive Directors are

set out in their biographies on pages

60 and 61. The Board is satisfied that

all Directors continue to be effective

and demonstrate commitment to their

respective roles.

The Executive Directors work full time

exclusively for the Record Group and

have no other significant commitments

outside the Company. David Morrison,

the Independent Non-executive

Chairman, works part time.

Details of Executive Directors’ service

contracts, termination arrangements

and Non-executive Directors’ letters

of appointment are included in the

Remuneration report on page 85.

Board member diversity

The Board has approved a policy for

ensuring Board member inclusion

and diversity and has delegated

the responsibility for addressing

Board diversity to the Nomination

Committee. The Nomination Committee

reviews Board composition in the

context of diversity and reports its

recommendations to the Board to

ensure diversity is achieved.

The Board recognises that diversity

in its broadest sense is crucial for

driving effectiveness and includes

different perspectives, experiences,

backgrounds, psychological types and

personal attributes. Gender diversity

is considered a significant aspect of

diversity, and the Board acknowledges

that women with the right skills

and experience can bring a unique

perspective to the boardroom. The

Group’s Board Inclusion and Diversity

Policy aims to ensure that women

represent at least one-third of the

Board. The representation of women

fell to 29% with the appointment of

Jan Witte. The retirement of Leslie Hill

will reduce further gender diversity

on the Board. However, the Board

acknowledges the importance of this

matter and will make sure that future

Director succession planning will take

into account the benefits of diversity,

including gender diversity, asset

out in the Group’s Board Inclusion

and Diversity Policy. Diversity in the

workplace is described on page 31.

The Board’s opinion is that the current

composition of members comprises

a good mixture of skills, experience,

knowledge and backgrounds and is

therefore appropriate for the business

at the present time.

Board activity

Board focus and decision-making

The regular scheduled Board meetings

have a set, strategically focused

agenda and Board members are invited

in advance of each meeting to add

any additional issues they wish to be

addressed.

Material circulated in advance of the

meetings has included:

• minutes of the previous Board

meetings;

• CEO report;

• CFO report;

• subsidiary company reports;

• management information pack;

• KPI data pack;

• investment performance report;

• IT strategy and systems report;

• compliance report;

• risk management report;

• HR report;

• sustainability report; and

• governance report.

Record plc Annual Report 2024

64

Corporate governance report continued

Updates from the respective Chairs of the Nomination Committee, Remuneration Committee and Audit Committee are

providedat each meeting.

During the year, the Board focused on the key matters detailed below:

Key matters considered by the Board in the year ended 31 March 2024

Strategic matters

• Focus on solidifying Record’s position at the FX market space and elaborating the

strategy to differentiate business from its competitors. Focusing on the current

traditional products and how their performance could be improved through sales and

scalability of the operational processes.

• Exploring new opportunities through expansion and diversification of the client base

away from the traditional pension funds towards asset management share class hedging

opportunities.

• Focus on increasing Record invested capital in digital assets area with additional injection

to BlockScholes.

• Focus on increasing the free float and trading turnover of Record’s share capital. Consult

with the broker to boost Record’s profile in the market.

• Review of the current technological state and projects and diversifying them into a new

direction following appointment of the senior tech staff.

• Transitioning the development and technology servicing from outsourced arrangements

to in-house to enhance expertise, visibility and co-ordination of efforts.

Market situation

• Discussion of the recent US banks bankruptcy and overview of the banking system,

and the merger of Credit Suisse and UBS and how this would impact the EMSF product,

which was created in partnership with UBS, and larger base of institutional clients from

Switzerland.

People

• Focus on strengthening the Sales function to align with strategic objectives, including the

US andEMSF.

• Reviewing the current human capital to identify the talent for the new generation of

leadership andidentifying the current gaps to strengthen the senior management

position.

• Identifying the necessary skills needed to replace the retiring CEO, CFO and NED to find

the best candidates for the positions whose role will be aligned to current and future

needs of the business.

• Reviewing current working arrangements of the offices with the view to establish a

unique headquarters in London which can accommodate the current and future needs of

the business.

Risk

• Although risk was a standard agenda item for all the Board meetings this year, there

was a particular focus on Internal Capital Adequacy and Risk Assessment (“ICARA”), the

methodology used, how the evolution of the business should be reflected in ICARA, and

also the ownership and governance of the process.

ESG matters

• Focus on sustainability strategy to align with the range of products and initiatives,

including EMSF.

Governance

• Focus on the current corporate governance arrangements and Board reporting with the

aim to provide a holistic approach to reporting to improve visibility and clarity for a better

decision-making process.

Operational matters

• Focus on the improvement in the operational efficiency, enhancement and automation of

theprocesses.

• Focusing on the technological needs and hiring experienced Head of Infrastructure and

Head of Development.

May Board Offsite

• Focus on creating the business plans for the EMSF with clear roles, responsibilities, product

development, resources and sales activities. Focus on RAM activities, including investment

management activities in private equity, protected equity and infrastructure equity.

Record plc Annual Report 2024

65

Additional informationGovernance Financial statementsStrategic report

Corporate governance report continued

Board activity continued

Meeting frequency and attendance

The Board met seven times between

1 April 2023 and 31 March 2024 (the

scheduled meeting in March 2023 was

postponed to April 2023) to review

financial performance and to follow the

schedule of matters reserved for its

decision and approval. Comprehensive

Board papers, comprising an agenda

and formal reports and briefing

documents, are sent to Directors in

advance of each meeting. Directors

are regularly informed by senior

executives and external advisers on the

Group’s affairs, including commercial,

regulatory, legal, corporate governance

and other relevant matters.

Appropriate and timely notice is given

of all Board meetings and all Directors

receive information in advance so

that if they are unable to attend,

their input can be tabled and taken

into consideration. The Board has

regular offsite strategy meetings and

additional meetings as required to

address specific issues.

Any concerns raised by Directors,

whichare not resolved, are recorded

in the Board minutes. No such matters

were noted during the year ended

31March 2024.

Directors are expected to attend all

meetings of the Board. Details of Board

meeting attendance are included in the

table below:

Meetings in the year: 7

David Morrison 7/7

Leslie Hill 7/7

Steve Cullen 7/7

Tim Edwards 7/7

Matt Hotson 7/7

Krystyna Nowak 7/ 7

Jan Witte 2/7

Neil Record 2/7

Jan Witte attended two meetings due to

his appointment in January 2024.

Neil Record attended two meetings

before his retirement at the 2023 AGM.

The Non-executive Directors met

without the Executive Directors on

several occasions throughout the year,

prior to scheduled meetings.

Board effectiveness

Board induction and training

New Directors appointed to the

Board receive advice as to the legal

obligations arising from the role of

a director of a UK-listed company

as part of a tailored induction

programme. Following the appointment

of David Morrison in March 2023,

acomprehensive and tailored

induction programme was provided.

This induction included briefings with

the departing Chairman, Executive

Directors and senior management to

help him familiarise himself with his

duties and the Group’s culture and

values, strategy, business model,

operations, risk and governance

arrangements. Jan Witte has been a

long-serving employee and the CEO of

RCML since May 2023. To facilitate his

transition to the role of CEO of Record

plc, Jan attended five Board meetings

as an observer and two Board meetings

as an Executive, to ensure a smooth

introduction to this significant role. Jan

was supported by all Directors of the

Board and the Company Secretary to

facilitate this transition.

The Company Secretary, under

the direction of the Chairman, is

responsible for maintaining an

adequate continuing education

programme, reminding the Directors of

their duties and obligations on a regular

basis, ensuring good information flow

between the Board, its Committees

and management and assisting with

Directors’ continuing professional

development needs.

All Directors have access to

independent professional advice, when

required, at the Company’s expense as

well as to the advice and services of the

Company Secretary.

Board performance evaluation

The Board is required by the Code to

undertake an annual evaluation of its

performance. The Code states that

“There should be a formal and rigorous

annual evaluation of the performance

of the Board, its Committees, the Chair

and individual Directors”.

The Code recommends that evaluation

of the boards of FTSE 350 companies

should be externally facilitated at least

every three years.

The last externally facilitated Board

effectiveness workshop was conducted

in March 2021 and further details

were provided in the Nomination

Committee report of the Annual Report

and Accounts 2021. This year Record

decided to undertake an internal Board

and Committee evaluation by using a

questionnaire tailored to the specifics

of the Company and its business.

Themain topics explored in the Board

evaluation were the following: Board

Structure, Information, Objectives,

Strategy and Remit, Board Committees,

Board Dynamics.

Individual appraisal of each Director’s

performance is undertaken by the Chief

Executive Officer and the Chairman.

TheSenior Independent Director

conducts an annual appraisal of the

performance of the Chairman with

input from the other Board members.

The outcome of these appraisals

in FY-24 was positive and all roles

were considered to be undertaken

effectively.

Corporate governance framework

The Board has established a framework

of committees and sub-committees to

ensure robust corporate governance

practices throughout the business.

However, due to the rapid expansion

of the business, the addition of

significant mandates and increase of

the operational risk, the necessity of

supporting operational committees

arose to facilitate a smooth flow of

the information and risk management.

More information on the upcoming

changes can be found on page 62.

Record plc Annual Report 2024

66

Corporate governance report continued

The diagram below gives an overview of the Group’s core governance framework as of 31 March 2024.

Record plc

Audit Committee

Record Asset Management

Investment Management Group

Nomination Committee

Group Companies

Credit Committee

Remuneration Committee

Record Currency Management

Portfolio Management Group

Group Management Committee

Investment Committee

Senior Sustainability Office (“SSO”) Group HR Committee

Record plc – Board Committees

The Board has established three

Board Committees and delegated

authority to each Committee to enable

it to execute its duties appropriately.

The annual reports of the three

Committees provide a statement of

each Committee’s activities in the year

with a separate report from:

• Nomination Committee – report set

out on pages 69 to 71;

• Audit Committee – report set out on

pages 72 to 76; and

• Remuneration Committee – report

set out on pages 77 to 95.

The Record plc Board Committees

operate on written terms of reference,

which are reviewed annually, and which

are available on the Group’s website

or on request from the Company

Secretary at the registered office

address. The Chair of each Committee

reports regularly to the Board.

The work undertaken by the

Nomination, Audit and Remuneration

Committees was reviewed by the

respective Committee Chair to assess

each Committee’s effectiveness during

the year. The reviews concluded that

the Committees were operating in an

effective manner and no concerns were

raised and these conclusions were

reported to the Board accordingly.

Group Management Committee

Role: The Committee has the

delegated authority of the Record

plc Board, including responsibility

for implementation of the strategy,

managing the shared service function,

managing the implementation of

compliance, risk and internal control

processes, and implementing a

co-operative and collaborative culture

across the entities and business

functions.

Members: The Committee consists

of the Chief Executive Officer, the

Chief Financial Officer, the Chief

Technology Officer and the Head of HR

and Company Secretary and the Chief

Executive Officer of RCML.

Meetings: The Committee meets twice

a month and as necessary in response

to individual or specific events requiring

review.

Reporting: The Committee formally

reports to the Record plc Board.

HR Committee

Role: The Committee is responsible

for the development and review

of the Group Human Resources

strategy, approach to the systems

for performance management, staff

remuneration and benefits, training

and development, and ensures rigorous

and transparent employment policies,

procedures and systems are in place

and kept under review.

Members: The Chief Executive Officer,

the Head of HR and Company Secretary

and the HR Director.

Meetings: The Committee meets at

least once a month and as necessary

in response to individual or specific

events requiring review.

Reporting: Reports on the activities

of the Committee are presented

to the Record plc Board meetings,

RCML Board meetings and the Group

Management Committee.

Senior Sustainability Office (“SSO”)

Role: The SSO is responsible for

delivering on Record’s commitment to

be a sustainability leader and ensuring

Group efforts are strategically aligned

with the principles of sustainability

and that environmental, social and

governance principles are embedded

inGroup decision-making processes.

Members: The Chief Executive Officer,

the Chief Investment Officer, the Head

of Trading, the Head of Macro Research,

the Head of HR and Company Secretary

and the Senior Sustainability Manager.

Meetings: The Office meets bi-monthly

and as necessary in response to

individual or specific events requiring

review.

Reporting: Reports on the activities

of the Committee are presented

to the Record plc Board meetings,

RCML Board meetings and the Group

Management Committee.

Record plc Annual Report 2024

67

Additional informationGovernance Financial statementsStrategic report

Corporate governance report continued

Corporate governance framework

continued

Record Currency Management

Limited – Operational Committees

The subsidiary Board has four

Committees responsible for operational

oversight and decision-making as

follows:

Investment Committee

Role: The Board has delegated the

responsibility for authorising changes

to existing investment processes

and for approving new investment

strategies to the Investment

Committee. The Committee delegated

its responsibilities for oversight

and management of all aspects of

client counterparty credit risk and

associated policies to the Credit Risk

Committee and day-to-day investment

decision-making to the Investment

Management Groups.

Members: The Committee consists of

the Chief Investment Officer, the Chief

Executive Officer, the Head of FX Risk

Management Solutions, the Director of

Enhanced Passive and Rates and the

Head of Macro Research.

Meetings: The Committee meets as

necessary, responding both to internal

developments and external events.

Reporting: Reports on the activities of

the Committee are presented at each

formal Record plc and RCML Board

meeting for review and comment.

Credit Committee

Role: The Committee has a delegated

responsibility from the Investment

Committee for monitoring and

responding to appropriate credit risk

reports, monitoring the credit risk

of counterparties and clients and

highlighting credit risk issues.

Members: The Committee consists

of the Chief Investment Officer, the

Director of Enhanced Passive and

Rates, the Head of Trading and the

Headof Front Office Risk Management.

Meetings: The Credit Committee meets

at least quarterly and as required to

respond to issues arising.

Reporting: Reports on the activities

of the Committee are presented at the

Investment Committee meetings.

Investment Management Group

Role: The Group has a delegated

authority from the Investment

Committee and is responsible for

daily oversight of portfolios, review of

product performance, discretionary

decisions and interventions and

monitoring market conditions and

instigating research.

Members: The Chief Investment Officer,

the Head of FX Risk Management

Solutions, the Director of FX Risk

Management Solutions, the Head of

Trading, the Head of Macro Research,

the Director of Micro Research, the

Director of Fixed Income and the two

Directors of Enhanced Passive and

Rates.

Meetings: The Group meets at least

once a week and as necessary in

response to individual or specific

events requiring review.

Reporting: Reports on the activities

of the Group are presented to the

Investment Committee for review

andcomment.

Portfolio Management Group

Role: The Group has a delegated

authority from the Investment

Committee and is responsible for

client take-on, new and amended

products/service operational approval,

business-as-usual operational

activities and operational incidents,

errors and breaches.

Members: The Chief Operations Officer,

the Head of Client Onboarding, the Head

of FX Risk Management Solutions, the

Head of Portfolio Implementation, the

Head of Reporting, the Head of Front

Office Risk Management and the Head

of Trading.

Meetings: The Group meets at least

once a week and as necessary in

response to individual or specific

events requiring review.

Reporting: Reports on the activities

of the Group are presented to the

Investment Committee for review

andcomment.

Internal control and risk

management

The Board has overall responsibility for

the Group’s systems of internal control

and the management of significant

risks. The Board sets appropriate

policies on internal control, which are

reviewed annually. The authority for

the operational risk management is

delegated to the RCML Board.

The Board seeks ongoing assurance

from the RCML Board, the Head of

Business Risk, the Head of Compliance

and senior management about the

effectiveness of the internal controls,

which include operational and

compliance controls, risk management

and the Group’s high-level internal

control arrangements. Such a system

of internal controls is designed to

manage, rather than eliminate, risk of

failure to meet business objectives and

can only provide reasonable and not

absolute assurance against material

misstatements or loss.

Further information on the Group’s risk

management framework is provided on

pages 52 to 56 of the Strategic report.

The Record plc Board has undertaken

a review of the effectiveness of

internal controls for the year ended

31March2024 and is satisfied that

the internal control environment is

appropriate (see “Internal controls and

risk management” on page 75).

Approved by the Board and signed on

its behalf by:

Kevin Ayles

Company Secretary

27 June 2024

Record plc Annual Report 2024

68

Nomination Committee report

Committee meeting attendance

Krystyna Nowak

     

Matt Hotson

     

Tim Edwards

     

Neil Record

     

David Morrison

     

David Morrison did not attend the Committee meeting in April due to

hisprevious commitments.

Neil Record attended two meetings held in April and June prior to his

retirement atthe2023 AGM.

Role of the Committee

The Nomination Committee is

responsible for ensuring that the Board

and senior management possess

the appropriate skills and expertise

necessary to facilitate the Company’s

growth, sustain competition in its

markets, and manage risks effectively

and efficiently.

The Committee serves both Record plc

and all the Group’s entities.

I am pleased to present the

Nomination Committee report for

the year ended 31 March 2024.

Thiswill be my third report as Chair

of the Nomination Committee since

I joined the Record plc Board in

September 2021.

Krystyna Nowak|Chair of the Nomination Committee

The Nomination Committee’s priority

this year has been to develop and

implement a succession plan for both

the CEO and CFO of the Board, following

Leslie Hill’s and Steve Cullen’s decisions

to retire. The Committee has full

confidence in the appointment of Jan

Witte to serve as Record’s CEO and the

appointment of Richard Heading, who

will join to become the new CFO.

I am pleased to present the Nomination

Committee report for the year ended

31March 2024. This will be my third

report as Chair of the Nomination

Committee since I joined the Record

plc Board in September 2021. Since

I have now taken over as Chair of

the Remuneration Committee, David

Morrison has taken over as Chair of

theNomination Committee.

Key responsibilities

The key responsibilities of the

Committee are to:

• review the structure, size and

composition of the Board and

Committees including the diversity

and balance of skills and experience;

• consider succession planning

for Directors and other senior

management;

• identify and nominate for the

approval of the Board candidates

tofill Board vacancies; and

• review annually the time

commitment required of

Non-executive Directors.

Membership of the Committee

I chair the Committee with the support

of the other independent Directors,

namely Matt Hotson, Tim Edwards and

the Group Chairman, David Morrison.

Committee meetings

The Committee met on seven occasions

during the year ended 31 March 2024

and invited the Chief Executive Officer

and the Head of Human Resources

and Company Secretary to join the

meetings as the Committee considered

appropriate. Committee member

meeting attendance is detailed above.

The Chair of the Nomination Committee

reported regularly to the Board on

the Committee’s activities, identifying

matters where any action was

deemed to be required and making

recommendations as considered

appropriate.

Record plc Annual Report 2024

69

Additional informationGovernance Financial statementsStrategic report

Nomination Committee report continued

Key areas of focus

CEO succession planning

andimplementation

The Nomination Committee’s priority

has been CEO succession planning,

engaging in thorough discussions and

evaluations of internal candidates over

an extended period. In anticipation of

Leslie Hill’s retirement, the Committee

prepared for the transition by

identifying Jan Witte as the person

to succeed Leslie, giving him the

opportunity to be the CEO of Record

Currency Management and Record

Asset Management and reviewing his

management and leadership style

in these roles. Having demonstrated

the necessary skills, Jan was made

a plc Board member in January 2024

as CEO-elect and has received some

training and support as part of his

transition to plcCEO.

Jan, a long-serving employee of Record,

holds a Diploma in mathematics from

RWTH Aachen University in Germany

and a DPhil in numerical analysis

from Oxford University in the UK.

After completing his PhD in 2011, Jan

served as a postdoctoral researcher

in mathematical finance at Oxford

before joining Record in the summer of

2012. Since August 2013, Jan has been

at the helm of Record’s quantitative

research efforts. His previous team

plays a vital role in supporting all of

Record’s services and products through

quantitative and systematic analysis.

With his extensive background and

expertise, Jan transitioned to become

the Global Head of Sales before

ultimately being appointed as CEO of

the RCML Board.

CFO succession planning

andimplementation

CFO succession planning began when

Steve Cullen announced his retirement

plans in early 2023, prompting the

initiation of a thorough external search

for a suitable candidate by partnering

with the executive search company,

SpencerStuart.

The process involved several stages,

including identifying key criteria for the

role, conducting extensive research

and outreach to potential candidates,

evaluating qualifications and

experiences, and ultimately selecting

the most qualified individual to fill

the position. After a comprehensive

assessment, Richard Heading was

selected to succeed Steve as the

CFO, bringing with him extensive

experience from senior finance roles

within financial services. Most recently,

Richard served as Group Finance

Director for IG Group plc, a FTSE 250

listed online trading provider. His

background encompasses diverse

expertise in areas such as financial and

capital planning, investor relations,

treasury, and international operations.

This rigorous selection process will

enable a seamless transition and

continuity of financial leadership

withinRecord.

Employee engagement plans

andenhancement

The Nomination Committee focused

on enhancing employee engagement

through targeted discussions and

initiatives. By assessing current

satisfaction levels and gathering

feedback via pulse surveys, the

Committee aimed to develop strategies

fostering a culture of empowerment

and motivation.

Director skills matrix

The Nomination Committee conducted

a thorough review of the Directors’

skill matrix to evaluate current

skills and identify gaps essential for

succession planning covering different

time horizons, including contingency,

medium-term and long-term planning.

The Committee members were satisfied

with the results of the assessment

confirming that the current skills

are sufficient to ensure an effective

leadership of the business. The gaps

identified helped to start developing

succession plans for the replacement

of Tim Edwards who completed his

second three-year term and will not

stand for re-election at the 2024 AGM.

A particular focus will be directed to

increase the diversity of the current

Board set-up to bring new skills,

perspectives and experience, paying

attention to the recommendation of the

Corporate Governance Code and the

Listing Rules.

Board diversity and Listing Rules

The Group’s Board Inclusion and

Diversity Policy was last reviewed by

the Committee in April 2024 and was

updated to ensure that the Board was

championing inclusion and diversity

through a clear tone from the top and

that it aligns with the many inclusion

and diversity initiatives for the broader

staff group.

The Board is satisfied that the Group’s

Board Inclusion and Diversity Policy

is applied to its Remuneration, Audit

and Nomination Committees and it

covers aspects such as ethnicity,

sexual orientation, disability and

socio-economic background (in

addition to the aspects of age, gender

or educational and professional

backgrounds).

The Listing Rule requirements detail

three targets for the Board: that 40%

of the individuals on the Board are

women; that at least one senior Board

position is held by a woman; and that

at least one individual on the Board is

from a minority ethnic background.

As of 31 March 2024, women constitute

29% of our Board. The Board

acknowledges that the targets outlined

in the Group’s Inclusion and Diversity

policy have not been met. Therefore,

the Nomination Committee is diligently

striving to achieve these goals through

periodical review of the current

membership and creation of succession

plans, recognising the substantial

benefits that Board diversity can bring.

The approaches to the data collection

for the purpose of this disclosure were

the following:

• Self-identification: the Board

Directors were given the opportunity

to self-identify their gender and

ethnic diversity through a diversity

questionnaire.

• HR records: the data on gender was

collected through HR records.

Record plc Annual Report 2024

70

Nomination Committee report continued

Gender

Number of

Board members

Percentage

of the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage

of executive

management

Men 5 71.4% 3 4 66.7%

Women 2 28.6% 1 2 33.3%

Ethnic group

White British or other White (including minority-white groups) 7 100% 4 6 100%

Mixed/Multiple ethnic groups — — — — —

Note – Executive management includes the Record Currency Management Limited Board members and members of the Management Committee.

Board gender

Female 28.6%

Male 71.4%

Board tenure

as at year end

0-6 years 57.1%

> 6 years 42.9%

Tenure and effectiveness of

theChairman

According to the UK Corporate

Governance Code, it is recommended

that the Chair of a company’s Board

should step down from their position

after serving for a maximum of nine

years since their appointment. Neil

Record stepped down from his position

at the AGM in 2023, succeeded by

David Morrison who was independent

on joining the Board and proved

to be effective in facilitating the

effectiveness of the Board processes.

Performance of the Directors and

theBoard

In compliance with the UK Corporate

Governance Code, the Board is required

to conduct an annual evaluation to

assess its performance. Whilst Record

plc is not part of the FTSE 350 index,

which advises external evaluations

every three years for listed companies,

an external evaluation workshop

was conducted in 2021. In 2024, the

Committee opted for a self-assessment

questionnaire to evaluate the Board’s

effectiveness, covering topics such as

Board structure, objectives, strategy,

remit, Board Committees and Board

dynamics. The Committee found the

evaluation results satisfactory but also

identified areas for improvement.

Recognising the critical importance

of Board effectiveness amidst

recent changes, the Nomination

Committee is actively considering the

possibility of conducting an external

review and evaluation in 2025. This

initiative aims to identify any gaps

and weaknesses, facilitating further

improvements and strengthening

our governance processes.

Looking forward

The Committee’s primary focus is

supporting the succession plans that

have now been put in place while

ensuring that there continues to be a

strong talent pool for senior positions.

Additionally, the search for a new

Non-executive Directors has just been

concluded with the announcement

that Dr Othman Boukrami will replace

TimEdwards who completed his

second three-year term and will not

stand for re-election at the 2024 AGM.

Approved by the Committee and signed

on its behalf by:

Krystyna Nowak

Chair of the Nomination Committee

27 June 2024

Record plc Annual Report 2024

71

Additional informationGovernance Financial statementsStrategic report

Committee meeting attendance

Matt Hotson

    

Tim Edwards

    

Krystyna Nowak

    

Role of the Committee

The role of the Audit Committee is

to encourage and safeguard a high

standard of integrity in financial

reporting having regard to laws and

regulations applicable to the Group

and the provisions of the UK Corporate

Governance Code.

The Committee serves both Record

plc and the Group’s entities including

FCA regulated entity, Record Currency

Management Limited (“RCML”) and

BaFin regulated entity Record Asset

Management GmbH (“RAM”).

I’m happy to confirm that the

Committee continues to play a

key role in overseeing the Group’s

financial reporting, control and

assurance processes, including

bothinternal and external audits.

Matt Hotson|Chair of the Audit Committee

Audit Committee report

I am happy to present the Audit

Committee report for the year ended

31 March 2024 (“FY-24”). This will be

my third report since I joined Record in

2021, and I am pleased to confirm that

the Audit Committee has proven its

efficiency in fulfilling its primary role

to the Board: overseeing the financial

reporting process of the Group’s

financial performance while remaining

focused on improving the internal

control environment.

Committee duties

In light of the expansion of the Group

and its growing complexity, it is crucial

for the Audit Committee to sharpen its

focus. With the Board now overseeing

risk supervision, this shift allows the

Committee to dedicate itself more fully

to financial reporting and auditing in

this complex environment.

Under its terms of reference, the

Committee is tasked with the following:

Internal controls and operational

conflicts of interest:

• monitoring and reviewing the

Group’s internal controls; and

• reviewing the Group’s annual

statement on its systems of

internal financial controls prior

toendorsement by the Board.

Whistleblowing and fraud:

• overseeing whistleblowing

arrangements by which staff may

raise concerns about possible

improprieties in financial reporting

or other matters; and

• reviewing the Group’s procedures

for detecting fraud and investigating

and handling allegations from

whistleblowers and ensuring that

arrangements are in place by which

Group employees may in confidence

raise concerns about possible

improprieties in financial reporting

and financial controls.

Record plc Annual Report 2024

72

Audit Committee report

External audit:

• making recommendations relating

to the appointment, re-appointment

and removal of the external auditor

and overseeing any tender of

external audit services;

• approving the remuneration and

terms of engagement of the external

auditor;

• reviewing and monitoring the

independence and objectivity of the

external auditor, and reviewing the

effectiveness of the audit process,

taking into consideration relevant

UK professional and regulatory

requirements; and

• overseeing the provision of any

non-audit services by the external

auditor.

Internal audit:

• reviewing and approving the role,

mandate and annual internal audit

plan of the internal audit function,

ensuring that the function has the

necessary resources and access to

information to enable it to fulfil its

mandate;

• monitoring and reviewing the

effectiveness of the Group’s internal

audit function; and

• reviewing and monitoring

management’s responsiveness to

the internal auditor’s findings and

recommendations.

Financial reporting:

• monitoring the integrity of the

Group’s financial statements,

including the review of this Annual

Report and any other formal

announcements relating to the

Group’s performance;

• reviewing any significant financial

reporting judgements;

• reviewing the assumptions and any

qualifications made in support of the

going concern statement and the

longer-term viability statement; and

• reviewing the application and

consistency of accounting policies

and accounting standards.

The full terms of reference of the

Committee were last updated and

approved by the Board in April 2024.

They comply with the UK Corporate

Governance Code (the “Code”) and are

available on the Group’s website or

from the Company Secretary at the

registered office address.

The Chair of the Committee provides

regular reports to the Board detailing

how the Committee has discharged its

responsibilities as set out in its terms

of reference.

Key areas of focus

Option valuations

Additional attention was directed

towards options valuations,

particularly in understanding the

processes involved in option-based

payments and valuations. This effort

aimed to reconcile any variances

between the methodologies presented

by Record consultants and BDO,

ensuring alignment and minimising

discrepancies in the accumulated

valuation differences, which currently

fall below the trivial threshold.

Internal Audit of Record Asset

Management (“RAM”)

The Audit Committee placed particular

emphasis on scrutinising RAM’s

internal audit of MaRisk to confirm

the presence of appropriate policies,

procedures and operational controls,

given the Company’s early-stage

status. Although several findings were

identified, management promptly took

corrective action, resulting in an overall

“satisfactory” outcome in alignment

with BaFin regulation requirements.

Whistleblowing arrangements

Recognising the importance of

transparency and accountability,

Record has established a mechanism

to enable anonymous whistleblowing

reporting. This initiative, prompted by

the expectations of key stakeholders,

ensures that employees feel

empowered to raise concerns about

unethical behaviour, fraud or other

misconduct without fear of reprisal.

By partnering with an external

provider for this service, Record aims

to enhance trust and confidence in

its governance practices, fostering a

culture of integrity and ethical conduct

throughout the Company.

Focus on subsidiaries’ financial

reporting

There was a focused discussion on

financial statements overview and

monitoring of projections from RAM

and Dair Record. It was considered

crucial to ensure adherence to timelines

and the delivery of accurate reporting,

reflecting the current status of projects

as communicated to the market.

Oversight involves receiving assurance

on projected numbers from key

projects undertaken by Dair Record and

RAM, thereby maintaining transparency

and integrity in financial reporting.

Investment Valuation policy

A priority discussion was placed on

developing a suitable approach for

valuing unquoted investments held by

Record. This initiative aimed to craft

an approach that accurately reflects

the market value of these investments,

ensuring transparency and alignment

with regulatory standards.

Control assessment in funds and

application of IFRS standard

With the inclusion of additional entities

and newly added funds, questions

arose regarding the approach

to consolidating the accounts of

these entities. The Finance team

conducted a thorough analysis and

generated results to determine

whether consolidation was necessary

and presented the findings to the

Committee. BDO has expressed

satisfaction with the outcome of this

assessment.

Record plc Annual Report 2024

73

Additional informationGovernance Financial statementsStrategic report

Audit Committee report continued

Membership of the Committee

The Committee is composed solely of

independent Non-executive Directors.

Matt Hotson was appointed as Chair

of the Committee in July 2021, and he

is supported by the other independent

Directors: Krystyna Nowak and Tim

Edwards.

Matt has been deemed by the Board as

the most suitable independent Director

to serve as the Chair of the Audit

Committee, given his experience in

financial services as a CFO of different

listed companies. The other members

of the Committee share this view. Tim

Edwards is a Chartered Accountant

(FCA) with a background in corporate

finance and venture investing and

Krystyna Nowak has a wealth of City

experience in banking. The Board is

content that, through their experience

in other organisations, the Committee

members have the relevant skills and

financial expertise needed for the

sector in which the Group operates.

The biographical information of the

Committee members is available on

pages 60 and 61.

The composition of the Committee

complies with the Code provision

for smaller companies requiring at

least two independent Non-executive

Directors throughout the year.

Committee meetings

The Committee met six times during

the year ended 31 March 2024.

Themeetings were attended by the

Chair of the Board, Chief Executive

Officer, the Head of Compliance,

theHead of Business Risk and the

ChiefFinancial Officer.

Representatives from BDO LLP

attended four meetings as the

incumbent external auditor. The

representatives of RSM, an internal

audit partner, attended two meetings.

Minutes of the meetings were

documented by the Company Secretary

and retained on file.

Committee member meeting

attendance for the year ended

31March2024 is detailed on page 72.

The Committee also separately met

the Group’s external auditor on one

occasion and the internal auditor on

one occasion, providing an opportunity

for them, privately and in confidence,

toraise matters of concern.

The Chair of the Committee reported

regularly to the Board on the

Committee’s activities, identifying

any matters on which the Committee

considered that action was required,

and made recommendations on the

steps to be taken.

Committee Chair meetings

During the year the Chair of the

Committee had separate discussions

with the key people involved in the

Company’s governance, including the

Board Chairman, the Chief Executive

Officer, the Chief Financial Officer,

the Head of Compliance, the Head of

Business Risk, the Company Secretary

and also the external audit partner

and the internal audit partner to obtain

updates and insights into business

activities.

Committee evaluation

An internal review of Committee

effectiveness was overseen as part

of the Board evaluation process in

March2024. The conclusion was

that the Committee was effective

incarryingout its duties.

Committee activities

The Committee has discharged its

responsibilities under its terms of

reference for the period under review

by the following actions:

• reviewing the form, content and

integrity of financial information

prior to release, including the Annual

and Interim Reports;

• reviewing the content of each of the

Interim Management Statements for

subsequent Board approval;

• reviewing the ISAE 3402 internal

controls year-end testing results;

• receiving and reviewing internal

audit updates and reports;

• evaluating the performance and

independence of the internal auditor

during the engagement period;

• reviewing the independence of

the Group’s external auditor and

the nature of non-audit services

supplied by the auditor;

• reviewing the external auditor’s

audit strategy for the interim review

and the final audit;

• assessing the external auditor’s

concluding report for the interim

review and the year-end financial

statements;

• evaluating the performance of the

external auditor over the period; and

• reviewing and approving the

Group Whistleblowing Policy, its

appropriateness and whether the

relevant procedures are efficient.

Financial reporting

The Committee has thoroughly

reviewed the half-year and annual

results and the Annual Report, before

recommending them to the Board for

approval.

Throughout the year, the Committee

examined significant financial and

regulatory reporting matters and

the decisions underlying the financial

statements, as well as the suitability

of accounting policies. The Committee

reviewed management reports

providing evaluations of the internal

control environment, future cash flows,

going concern status, ongoing viability,

capitalisation of software expenses,

and option valuations.

Having thoroughly assessed

management’s judgements impacting

financial reporting against the Group’s

accounting policies, the Committee

endorsed a recommendation to the

Board, affirming the appropriateness

of adopting the going concern basis

for preparing the half-year and annual

financial statements for the fiscal year

ended 31 March 2024.

Record plc Annual Report 2024

74

Audit Committee report continued

The Committee further considered

reports from the external auditor, in

particular its independent assessment

of financial reporting and key controls,

the audit opinion on the Annual Report

and the independent review report on

the half-year results.

The Committee is satisfied that the

financial reporting control framework

operated effectively after considering

reports from both management and the

external auditor.

The Committee has reviewed the

narrative statements in the Annual

Report to ensure they are fair, balanced

and understandable and consistent

with the reported results, and also

reviewed the auditor’s findings report

which identified no significant issues.

The Committee was satisfied with

the content of the Annual Report,

confirmed there were no significant

issues or concerns to be addressed and

recommended that it be approved by

the Board.

Internal controls and risk

management

The Committee provides an oversight

and independent challenge to the

internal controls of the Group.

In July 2023, the Committee conducted

an exhaustive examination of the

Group’s Controls Assurance report,

which was prepared in adherence

to ISAE 3402 standards. Although

there was one finding deemed not

significant, management promptly

rectified the issue. The Committee

members expressed their satisfaction

with the thoroughness of internal

controls testing and the accuracy

of observations and disclosures

presented in the document.

The Committee extensively reviewed

and assessed the Group’s system of

internal controls and risk management,

ultimately concluding that the internal

control environment is deemed

appropriate. Further details regarding

the Group’s risk management

framework can be found in the

Strategic report on pages 52 and 53.

Internal audit

The internal audit function undertakes

a programme of reviews as approved

by the Committee, reporting the

results together with its advice and

recommendations to the Committee.

The function is provided by RSM UK Risk

Assurance Services LLP. The objectives

and responsibilities of internal audit

are set out in a charter reviewed and

approved regularly. The charter was

last reviewed and approved by the

Committee in October 2022. RSM

reports directly to the Committee and

the relationship is subject to periodic

review. Jed Turnbull presently holds the

position of RSM internal audit partner.

The Committee and the internal auditor

have developed a planning process to

ensure that the audit work performed

focuses on significant risks. The

plans include deep-dive thematic and

risk-based audits and also high-level

in-flight reviews of specific projects

as agreed by the Committee, RSM and

management. Each review is scoped

at the start of the audit to ensure an

appropriate focus reflecting business

activities, the market environment

and regulatory matters. The plans

are periodically reviewed to ensure

they are adapted as necessary to

capture changes in the Group’s risk

profile. An updated internal audit plan

was presented to the Committee in

April2023.

During FY-24, internal audit placed

particular emphasis on key areas

within the business, including

Software Development Lifecycle,

Trade Configuration and Execution,

Senior Managers and Certification

Regime, and Investment Operations

and Governance. Each of these projects

underwent thorough examination,

revealing adherence to appropriate

processes, policies and practices.

Asa result, RSM awarded high grades

ranging from reasonable assurance to

substantial assurance for all assessed

areas.

The Committee has received regular

reports on the programme of reviews

and internal audit findings at each of

its meetings during the course of the

year. The Committee has reviewed the

findings and recommendations made

by the internal auditor and has aimed

to ensure that any issues arising are

suitably addressed by management in

an effective and timely manner.

The Committee has reviewed RSM’s

work and discussed the delivery of

internal audit with management and

is satisfied with the internal audit

work conducted and the coverage and

standard of the reports produced.

TheCommittee has monitored whether

sufficient and appropriate resources

are dedicated to the internal audit

function and this has been reported to

and noted by the Board.

External audit

BDO LLP (“BDO”) has served as the

external auditor for Record Group

since shareholders approved their

appointment at the 2020 Annual

General Meeting (“AGM”). Orla Reilly

has been the Group’s statutory auditor

since January 2022. The Committee

reviewed and approved BDO’s fees

and the terms specified in the audit

engagement letter for the financial year

ending 31 March 2024, inJanuary2024.

The Committee has reviewed reports

from the external auditor on the

audit plan (including the proposed

materiality level for the performance of

the annual audit), the status of its audit

work and issues arising. The Committee

discussed the findings with the auditor

and was satisfied with the conclusion

reached by the auditor that there was

no evidence of material misstatements.

The Committee has confirmed that no

material items remained unadjusted in

the financial statements.

Record plc Annual Report 2024

75

Additional informationGovernance Financial statementsStrategic report

Audit Committee report continued

External audit continued

An assessment of the quality and

effectiveness of BDO as the Group’s

external auditor was considered

by way of a review completed by

the Committee with the assistance

of senior members of the Finance

team and with reference to the FRC’s

practice aid on assessing audit quality,

published in December 2019. The

Committee evaluated the judgements;

mindset and culture; skills, character,

and knowledge; and quality control

demonstrated by BDO throughout the

audit process and concluded that BDO

had provided a quality external audit

service which was appropriate for the

Group given its size and structure.

External auditor independence

Policy on provision of non-audit

services by the external auditor

During the year the Committee

operated a policy covering the

provision of non-audit services by the

external auditor to ensure that the

ongoing independence and objectivity

of the external auditor was not

compromised. The policy adheres to the

Financial Reporting Council’s revised

Ethical Standard issued in December

2019. Under the Ethical Standard the

aggregate of fees for all non-audit

services, excluding audit-related

assurance services required under

regulation, may not exceed 70% of

the average of the audit fees for the

preceding three-year period. The

Committee considers it best practice

to adhere to the fee cap on an annual

basis and monitors fees accordingly.

Non-audit services undertaken

bythe external auditor

The following permitted non-audit

services, pre-approved by

the Committee and within a

pre-determined cost limit, have been

undertaken by BDO in the year under

review:

• independent auditor report to the

FCA on compliance with client asset

rules; and

• the interim review work performed

on the half-year accounts.

Details of the total fees paid to BDO

are set out in note 5 to the accounts.

Non-audit fees, excluding audit-related

assurance services required under law

or regulation, were equivalent to 3.5%

(FY-23: 4.5%) of audit fees and were

therefore within the permitted cap

of70%.

Assessment of external

auditorindependence

The Committee was satisfied that

the quantity and nature of non-audit

work undertaken during the year did

not impair BDO’s independence or

objectivity and that its appointment

for these assignments was in the

best interests of the Group and its

shareholders.

The Committee is satisfied that the

external auditor has maintained its

independence and objectivity over the

period of its engagement. The Company

is committed to the regular rotation of

the external auditor and external audit

partners and the last tender process

was conducted in 2020.

Approved by the Committee and signed

on its behalf by:

Matt Hotson

Chair of the Audit Committee

27 June 2024

Record plc Annual Report 2024

76

Remuneration report

Committee meeting attendance

Krystyna Nowak

        

Tim Edwards

        

Matt Hotson

        

David Morrison

        

Role of the Committee

The role of the Remuneration

Committee is to review and approve

the remuneration strategies of the

Group, encompassing the Chairman,

the Executive Directors and the

staff as a whole. The Remuneration

Committee also reviews and advises

on the remuneration policy, ensuring

that it complies with regulatory

requirements, it promotes good conduct

consistent with sound and effective risk

management, and is properly disclosed

to stakeholders.

Our remuneration policy is

designedto align the interests

of our employees and executives

with those of our key stakeholders,

including our clients, shareholders

and regulators.

Krystyna Nowak|Chair of the Remuneration Committee

Chair of the Remuneration

Committee’s statement

Introduction

I have assumed the responsibility

of Remuneration Committee Chair

from 26 June 2024 and am pleased to

present our new Remuneration Policy

for shareholder approval and our

remuneration report for the year ended

31 March 2024. I would like to thank

Tim Edwards for his chairing of the

Committee for the past six years.

Our previous Remuneration Policy

was predominantly designed to

incentivise our CEO, Leslie Hill, for the

implementation of her three-year plan.

Following Leslie’s retirement, and also

that of our CFO, Steve Cullen, we have

designed a new Remuneration Policy,

for shareholder approval, to incentivise

our new Executive Director team to

deliver long-term success.

Our report is split into three sections:

• the new proposed Remuneration

Policy;

• the annual report on remuneration

for FY-24; and

• the role and activity of the

Remuneration Committee.

New Remuneration Policy

Remuneration principles

Our approach to remuneration remains

unchanged and is driven by long-term

thinking to promote the sustainable

growth of the Group. Identifying,

developing and appropriately

compensating our high performers,

at all levels of the business, is critical

to long-term business success

and is aligned to both clients’ and

shareholders’ interests.

Our key remuneration principles are:

• a consistent remuneration

structure for all employees, not just

Directors, which is transparent and

straightforward;

• our employees should be rewarded

and incentivised to deliver profitable

business growth;

• remuneration should comprise i)

fixed salary, pension and benefits;

ii) variable remuneration based on

individual and Group performance;

and iii) longer-term incentives based

primarily on Group performance; and

• Executive Directors’ remuneration

should include a deferred element,

which is satisfied by paying it in the

form of equity.

Record plc Annual Report 2024

77

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Chair of the Remuneration

Committee’s statement continued

New Remuneration Policy continued

Priorities for the new Remuneration

Policy 2024

A new Remuneration Policy is being

put forward to our shareholders for

approval at our AGM in July 2024.

Insetting this policy, the priorities for

the Remuneration Committee have

been to ensure that remuneration

structures and performance measures:

• motivate and retain our Executive

Directors to deliver our long-term

growth strategy;

• create a remuneration structure that

incentivises and fairly rewards our

Executive Director team to deliver

our plans;

• use robust performance metrics to

ensure payment for success; and

• align the interests of our Executive

Directors with those of our

shareholders.

Proposed changes to our

Remuneration Policy

Background

The Group has now established its new

leadership team for the future and

our Remuneration Policy is designed

to reward success and delivery of

long-term growth.

CEO and Executive Director

remuneration structure

The Board’s succession plans

have focused on Jan Witte’s path

to becoming Group CEO. It is now

imperative that Jan drives forward his

long-term vision for the business and

our new Remuneration Policy for our

CEO is therefore designed to incentivise

and reward long-term success.

The structure of remuneration for the

CEO is weighted heavily on long-term

rewards, with a significant part of

his remuneration paid in the form of

equity. The proposed CEO remuneration

structure is therefore a base salary and

benefits, bonus and an LTIP. To align

with shareholders and the long-term

strategy of the business, one-third of

any bonus and all LTIP payments will

bemade in shares.

The CEO’s remuneration structure will

be viewed on a Group basis, and he will

be incentivised to deliver the vision for

the Group.

The remuneration structure for other

Executive Directors will be base salary

and benefits, bonus and LTIP, with the

same weighting on long-term reward

and payment in equity.

Bonus Scheme

Our Group Bonus Scheme, in which

Executive Directors and all staff will

participate, has been updated. The

purpose of making changes has been to

simplify how bonuses are determined

and to ensure that bonus outcomes

are structured to pay for performance,

both at a Company level and an

individual level.

For Executive Directors, there

continues to be a balance between

a formulaic and discretionary

approach to assessing performance

and determining bonus awards.

The Committee will ensure that

the measures and targets used

to determine a bonus will be

aligned to both the short-term and

long-term business priorities and key

performance indicators. 75% of any

Executive Director bonus will directly

relate to the delivery of operating

profits against agreed targets and 25%

will be focused on progress against

strategic objectives.

Executive Directors are required to take

one-third of their bonus payment in

shares, subject to lock-up conditions

of one to three years. In addition, they

are offered the opportunity for up to

a further third of their bonus payment

to be paid in shares. The remaining

amount is taken as cash.

LTIP

The LTIP scheme, as approved

previously by shareholders, has

been updated, and is designed to

incentivise and retain Executive

Directors and senior managers over

the long term. LTIP awards can now

be granted up to 200% of base salary

and a third performance condition has

been introduced to directly align the

delivery of strategic objectives with

long-term incentives. The vesting of

awards continues to be subject to the

satisfaction of three-year performance

conditions and continued employment

and any shares awarded will be subject

to a two-year post-vesting holding

period.

Executive Directors’ salaries,

ChairandNED fees for FY-25

A review of Executive Directors’

salaries took place on the appointment

of Jan Witte and Richard Heading. Jan’s

salary was increased to £550,000 on

his appointment as Group CEO and

Richard’s salary is £300,000 on his

appointment as Group CFO.

A review of the Chair and NED fees

was also carried out, which included

using market benchmarking data.

The Board agreed that the Chair and

NED fees should reflect market rates

for a FTSE Small Cap firm and so the

Chair fees were increased to £175,000

to reflect the market and also the

responsibility of the role. NED fees

remain unchanged at £52,500 but, in

line with market practice, a premium

has been introduced for the additional

responsibilities of SID of £5,000,

and £10,000 for the responsibilities

of AuditCommittee Chair and

Remuneration Committee Chair.

Record plc Annual Report 2024

78

Remuneration report continued

Group performance for FY-24

The year to 31 March 2024 has seen

revenues increase by 2% compared

with last year, a decrease in operating

profit of 13% (including the exceptional

impairment of intangible assets) and

our AUM reached $102.2 billion.

The bonus pool can vary between

25% and 35% of pre-tax profits and

the Committee decided to use its

discretion, resulting in a final bonus

pool of 25.9% of pre-bonus underlying

operating profit, which represented

£4.4 million, directly linking the Group’s

financial performance to the size

of the variable remuneration pool.

Thepayments made under the bonus

scheme decreased by 42% compared

tothe previous period.

Executive Director remuneration

outcomes FY-24

Executive Director remuneration

outcomes reflected the performance

of the business for the year and were

made in line with our Remuneration

Policy.

No changes were made to Leslie Hill’s

salary during the year. Leslie’s variable

remuneration was determined by

the criteria outlined in the Executive

Directors’ Bonus Scheme. With financial

performance being below annual profit

targets and progress made on strategic

objectives being behind expectations,

her bonus was awarded at 25%. Further

details are provided on page 89.

Steve Cullen had a salary increase on

1April 2023 to recognise the increased

breadth of his role with the expansion

of the Group, but no further increases

were made since he announced his

intention to retire. Steve’s bonus was

paid at 110% to reflect the demands of

the CFO role during the year. Further

details are provided on page 89.

The Remuneration Committee also

received input from the Head of

Compliance, who reports any legal

or compliance issues that relate to

Executive Directors who are due to

receive bonus payments. Payments

were made in accordance with the

Executive Directors’ Bonus Scheme

rules and were approved by the

Committee.

No option or LTIP awards were made

to Leslie Hill during the year, in line

with the CEO remuneration structure

outlined in the Remuneration Policy.

Steve Cullen received an LTIP award of

75% of his base salary, granted in line

with the LTIP scheme rules.

A cost-of-living allowance of £2,000

was paid to all staff during the

year. This was not paid to Executive

Directors or Board members.

Inaddition, a discretionary salary

review was undertaken to recognise

promotions and increases to roles and

responsibilities.

Total remuneration spend

Over the medium term, the Board has

previously set a target ratio of total

remuneration costs to be up to 50% of

revenue. Thisincludes all remuneration

costs for Directors and staff. For this

financial year, total remuneration costs

represented 43% of revenue and were

managed well within the target ratio.

In total, the Executive Directors’ Bonus

Scheme and Staff Bonus Scheme are

capped at 35% of operating profit

pre-bonuses and this year variable

remuneration totalled 25.9% of

operating profit.

Alignment with shareholders

Each of the current Executive Directors

has a shareholding significantly

greater than 150% of their base

salary. Inaddition, 66% of the Group’s

employees are shareholders.

Engaging with employees

andshareholders

The Remuneration Committee takes

an active involvement in remuneration

for the whole Group and takes into

account employee and shareholder

views in determining remuneration

arrangements. Full details are set out

inthe Remuneration Policy.

Krystyna Nowak

Chair of the Remuneration

Committee

27 June 2024

Record plc Annual Report 2024

79

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Remuneration Policy to be proposed to shareholders at the AGM

The Directors’ Remuneration Policy (the “Policy”), modified as described in the Remuneration Committee Chair’s statement

and set out in full below, is proposed by the Remuneration Committee and the Board. Shareholders will be asked to approve

the new Policy at the 2024 AGM on 30 July 2024. This Policy will take effect for Directors from the date of its approval and is

expected to be applied for the next three years. The Company’s previous Remuneration Policy will continue to apply to awards

and entitlements granted under it.

In summary, the proposed Policy includes an updated bonus scheme to ensure that variable pay is aligned with business and

individual contribution, and an updated long-term performance share plan to incentivise long-term business growth. These

changes are designed to motivate and retain our CEO and Executive team to deliver our long-term growth plans and to create

aremuneration structure that aligns with this.

Summary remuneration structure

The table below illustrates the remuneration structures that we have in place for Executive Directors.

Year 0

EPS, TSR and strategic measures

performance conditions

LTIP

Shares

Cash

Bonus Scheme

Bonus Scheme

Cash

Pension and

benefits

CashSalary

Year 1

1/3 shares

released from

lock up

Year 2

1/3 shares

released from

lock up

Year 3

Vesting

1/3 shares

released from

lock up

Year 4 Year 5

Held until year 5

Note: Executive Directors are required to take one-third of their bonus payment in shares, which are locked up and released over three years. Executive Directors can elect to

take a further third of their bonus payment in shares, and these have no lock up.

Directors’ Remuneration Policy table

The following table summarises the key features of each element of the Policy, their purpose and link to strategy.

Element, purpose

andlinktostrategy Operation and maximum Performance metrics

Base salary

Fixed remuneration

that reflects the role,

responsibilities, experience

and knowledge of the

individual.

The Remuneration Committee reviews salaries for

Executive Directors on an annual basis.

Any review will take into account market rates,

businessperformance and individual contribution.

There is no defined maximum base salary. Executive

Directors’ salary increases will normally be in line

with the typical level of increase awarded to other

employees. Increases may be above this level in certain

circumstances, including:

• where a new Executive Director has been appointed

to the Board at a lower than typical market salary to

allow for growth in the role;

• where an Executive Director has been promoted or

has had a change in responsibilities;

• where there has been a significant change in market

practice; and

• other exceptional circumstances.

Not applicable, though

individual performance will be

considered when reviewing base

salary levels.

Record plc Annual Report 2024

80

Remuneration report continued

Element, purpose

andlinktostrategy Operation and maximum Performance metrics

Benefits

To provide a benefits package

that provides for the wellbeing

of our colleagues.

Benefits include, but are not limited to, private medical

insurance (or a healthcare allowance), dental insurance,

permanent health insurance, life assurance and annual

holiday.

Executive Directors receive benefits on the same basis

as all other employees, at the prevailing rates.

Not applicable

Pension

To provide an appropriate

retirement income, to aid

attraction and retention of

high-calibre executives.

Executive Directors receive an employer pension

contribution of up to 11% of salary which can be paid

into the Group Personal Pension Scheme or delivered as

a cash allowance.

The pension contribution for Executive Directors is fully

in line with pension contributions paid to all staff (which

also comprise an employer pension contribution of 11%

of salary).

Not applicable

Bonus Scheme

To motivate Executive

Directors to achieve

sustainable financial

performance and strategic

objectives aligned with the

Group strategy.

Bonus payments are based on performance measured

over the financial year.

Executive Directors are required to take one-third of

their bonus payment in shares, which vest immediately

but are subject to lock-up conditions of one to three

years and in addition are offered the opportunity for

up to a further third of the bonus to be paid in shares.

Theremaining amount is paid in cash.

The minimum bonus payment to an Executive Director

is zero and the maximum bonus payment, in exceptional

circumstances, is 400% of base salary.

The Bonus Scheme includes threshold, target and

maximum performance levels, at a Company level and

individual level, based on Company operating profit

targets for the year and strategic objectives.

Malus and clawback provisions apply to all awards.

Further details are set out below.

Bonus payments will be based

on the achievement of Group

financial operating profit targets

(75%) and delivery of strategic

objectives (25%).

Individual awards are also

based on role, responsibilities

and delivery and determined by

the Remuneration Committee.

The Remuneration Committee

has discretion when setting

bonus levels and making

payments to Executive

Directors.

Long-Term Incentive Plan

(“LTIP”)

A performance share plan

to incentivise delivery of

long-term performance and

strategy delivery, aligning

interests with shareholders.

Awards under the LTIP may be granted as nil or nominal

cost options, market value options or conditional share

awards.

The maximum opportunity for Executive Directors is an

award of up to 200% of base salary.

Any awards will be delivered in Company shares.

Awards vest at the end of a three-year performance

period, after which any shares must be held for a

two-year post-vesting holding period.

Malus and clawback provisions apply to all awards.

Further details are set out below.

The Committee has discretion in the treatment

of leavers as set out below and in respect of the

assessment of performance and vesting levels

(including to amend performance conditions and

measures).

Vesting is based one-third

on EPS growth, one-third on

relative TRS compared with

the FTSE Small Cap Index

and one-third on strategic

measures.

The Remuneration Committee

has discretion to vary the

targets and to set other

performance conditions for the

future operation of the LTIP.

Record plc Annual Report 2024

81

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Element, purpose

andlinktostrategy Operation and maximum Performance metrics

Share Incentive Plan

A share saving plan to

encourage long-term equity

ownership.

The Group has an approved Share Incentive Plan (“SIP”).

All staff are able to buy shares from pre-tax salary

up to a HMRC-approved limit (£1,800 for the financial

yearended 31 March 2024), which is matched at a rate

of 50%.

Not applicable

Notes to the Remuneration Policy table

Executive Directors can participate in the Bonus Scheme and the LTIP. Staff remuneration schemes have also been included

inthe Remuneration Policy, to provide shareholders with full transparency of remuneration.

Executive Director fixed remuneration

Executive Directors receive a basic salary, pension and certain standard benefits such as private medical insurance, life

assurance and permanent health insurance.

Bonus Scheme

The Bonus Scheme is our short-term variable remuneration structure that the Executive Directors and staff all participate in.

Bonus payments relate to the Company’s financial performance against annual plans and individual contribution.

For Executive Directors’ bonuses, the Remuneration Committee will ensure that the measures and targets used to determine

the bonus are aligned with strategic growth plans and key performance indicators. The purpose is to ensure that there is a

transparent link between our business strategy and the Executive Directors’ contribution to delivering it, that the assessment

of individual performance is clear and that variable remuneration rewards high levels of Company performance. The Scheme is

discretionary and there is no contractual right to receive a bonus.

The Bonus Scheme includes threshold, target and maximum performance levels, at a Company level based on Company

operating profit targets for the year and at an individual level based on the delivery of strategic objectives. These levels are

reviewed annually by the Remuneration Committee.

An Executive Director’s bonus is determined as follows:

Financial (75%) The Committee will consider the firm’s financial performance and, specifically, delivery of operating profit

against targets for the year.

Non-financial (25%) The Committee will assess strategic progress made during the year. Performance of each Executive

Director against agreed objectives will also be considered.

Bonus payments are made in cash and shares. To ensure that the interests of management and shareholders are aligned,

Executive Directors are required to take a proportion (initially one-third) in shares, subject to a three-year “lock-up” period.

These shares are released from lock-up in three equal tranches on the first, second and third anniversary of the bonus date.

Additionally, Executive Directors are offered the opportunity to elect for up to a further one-third of their bonus to be paid in

shares, which has no lock up. The remaining one-third is paid in cash.

Remuneration Policy to be proposed to shareholders at the AGM continued

Directors’ Remuneration Policy table continued

Record plc Annual Report 2024

82

Remuneration report continued

LTIP

It is of great importance for the

long-term success of the business

that the Group retains and motivates

its Executive Directors and leadership

teams, and that they are incentivised

over the longer term in a manner that

aligns their interests with those of

shareholders. The LTIP aligns senior

management remuneration with

the Company’s long-term business

success.

Awards under the LTIP will be subject

to the performance conditions set out

below and measured over a three-year

performance period. Annual awards

under the LTIP can be made up to a

maximum of 200% of base salary.

Any awards will be delivered in shares

and will be subject to a two-year

holding period commencing on the

date of vesting. The Remuneration

Committee will determine the

applicable performance conditions for

each annual award and set challenging

criteria that are consistent with the

Group’s strategy. Vesting of LTIP

awards to be granted to Executive

Directors will be determined as follows:

• EPS (1/3 of award) Basic earnings

per share is a firm-wide key

performance indicator, which

supports long-term financial

sustainability. The Group aims

to grow earnings per share

consistently and the Remuneration

Committee will set a three-year

cumulative EPS threshold target

of 15 pence, which would result

in the LTIP vesting at 25%, rising

on a straight-line basis to 100%

vesting for a three-year cumulative

EPS of 18 pence at the end of the

performance period.

• TSR (1/3 of award) Relative TSR

using a benchmark of the FTSE

Small Cap index based on the

outperformance of the index. The

threshold target for the TSR portion

of the award will be a TSR outcome

in the 25th percentile of the index

at which 25% of the TSR portion of

the award would vest, rising on a

straight-line basis to 100% vesting

of the TSR portion of the award at a

TSR outcome in the 75th percentile

of the index.

• Strategic measures (1/3 of

award) The strategic objectives of

operational excellence, improved

quality of earnings, and organic

growth will be measured by the

Remuneration Committee against

KPIs over the three year period.

Following the end of the performance

period, the Remuneration Committee

will determine the extent to which the

performance conditions have been

met and the proportion of awards that

will vest. Any shares awarded will be

subject to a two-year post-vesting

holding period. The Remuneration

Committee will have discretion to

adjust the vesting level where it is

determined appropriate.

Staff remuneration schemes

In addition to a basic salary, pension

and certain standard benefits such

as private medical insurance, life

assurance and permanent health

insurance, there are a number of share

schemes in which staff can participate.

These schemes have been implemented

to encourage employee share

ownership as a means of incentivising,

rewarding and aligning employee

interests with those of shareholders.

The relevant schemes are summarised

below and, for the avoidance of doubt,

do not form part of the Directors’

Remuneration Policy.

Bonus Scheme

Individual bonus awards relate to

Company financial performance

and individual performance against

objectives, assessed by the line

manager and approved by the HR

Committee. Bonuses awarded to

individuals identified as Material

Risk Takers (“MRTs”) are subject to

Remuneration Committee review.

The size of the bonus pool is calculated

based on the Company financial

performance against the target for

the year and individual performance

against objectives. Each member of

staff will have an on-target bonus,

based on Company and individual

performance targets being met,

expressed as a percentage of salary,

and a maximum bonus, based on

Company and individual performance

targets being exceeded.

Bonus payments are made in cash

and shares. Senior Managers and

MRTs are required to take a proportion

(initially one-third) in shares, subject

to a three-year lock-up period. These

shares are released from lock-up

in three equal tranches on the first,

second and third anniversary of the

payment date. Additionally, Senior

Managers and MRTs are offered

the opportunity to elect for up to a

further one-third of their bonus to be

paid in shares, which has no lock-up.

Theremaining one-third is paid in cash.

Record plc Annual Report 2024

83

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Remuneration Policy to be

proposed to shareholders at

the AGM continued

Staff remuneration schemes continued

Share Scheme

The Share Scheme has been designed

to award share options to high

potential senior managers and staff.

Executive Directors do not participate

in the scheme. HMRC tax-qualified

options (“Approved Options”) as

well as non-tax-qualified options

(“Unapproved Options”) can be

granted. In total, the value of options

granted under the Share Scheme is

limited to 2% per annum of the market

capitalisation of Record plc (being

approximately 4 million shares).

Each participant may be granted

Approved Options over shares with a

total market value of up to £60,000

on the date of grant. There is no such

limit on the value of Unapproved

Options, which may be granted with

any exercise price (including nil).

Approved options become exercisable

on the fourth anniversary of grant,

subject to the participant’s continued

employment with the Group and,

should they have been set, any other

performance conditions being met.

One-quarter of any Unapproved Options

becomes exercisable each year for

four years, subject to the participant’s

continued employment and, should they

have been set, any other performance

conditions being met.

The Remuneration Committee retains

the power to grant options under the

Share Scheme, although it can and

has delegated to management the

task of identifying suitable recipients

of options and the number of shares

subject to options for those employees

below Executive Director level.

Joint Share Option Plan (“JSOP”)

The JSOP is designed for key staff

to accelerate their acquisition of

shares in the Company to further

align their interests with those of

shareholders. The JSOP requires a

financial commitment from individual

participants, thereby further aligning

the individual’s contribution and

retention with business performance.

Executive Directors do not participate

in the JSOP.

Purchased shares are jointly held by the

EBT and the employee under the JSOP.

The vesting hurdle is set at market value

of the shares subject to the JSOP on

grant and the participant’s own value

above the hurdle. JSOP awards vest

over a four-year period, one-quarter

each year, and any share appreciation is

settled in shares which are then subject

to a two-year holding period.

Commission Scheme

The Company’s Commission Scheme

rewards and incentivises staff to grow

the business. Executive Directors do

not participate in the Scheme, however

all other staff are eligible to participate.

Any participant is required to meet their

individual performance objectives to be

eligible for a payment. There is a robust

process in place to ensure that the

Commission Scheme does not create a

conflict of interest in relation to clients.

All payments will be reviewed by the

Remuneration Committee after input

from the Head of Compliance.

As Jan Witte can no longer participate

in the commission scheme from

1January2024, it was agreed in

June2024 that he would receive

a one-off buy out payment for

outstanding commission of £250,648.

Remuneration Policy table for the Chairman and the Non-executive Directors

The table below sets out the Remuneration Policy for the Chairman and the Non-executive Directors.

Element, purpose

andlinktostrategy

Current operation for Chairman

and Non-executive Directors Further information

Fees

Fixed remuneration that

reflects the role, skills and

experience

The Chairman’s fees are determined by the

Remuneration Committee.

The Non-executive Directors’ fees are approved by

theBoard.

The Chairman’s fees are £175,000.

The basic NED fee is £52,500 with additional premiums

as follows:

• Senior Independent Director £5,000

(if also Chair of another Committee)

• Audit Committee Chair £10,000

• Remuneration Committee Chair £10,000

Fees are reviewed annually.

Any review will take into

account market rates, business

performance and individual

contribution.

Increases are unlikely to be out

of line with the typical level of

salary increase awarded across

the Group.

Pension and benefits

To enable the Chairman and

Non-executive Directors to

carry out their roles.

The Chairman and Non-executive Directors receive

expenses but do not receive any additional benefits.

Record plc Annual Report 2024

84

Remuneration report continued

Service contracts and loss of

officepayment policy

All Executive Directors have service

agreements with the Company. None

of the service agreements are for a

fixed term and all include provisions

for termination on six months’ notice

by either party. Service agreements

do not contain any contractual

entitlement to receive bonuses, nor to

participate in the LTIP, nor to receive

any fixed provision for termination

compensation. The CEO, Jan Witte

has a service agreement with Record

Currency Management (Switzerland)

GmbH and is seconded to the UK.

Non-executive Directors are appointed

for an initial three-year period and are

required to provide at least six months’

notice of their intention to resign. Their

continued engagement is subject to

annual re-election by shareholders at

the Group’s AGM.

The terms and conditions of

appointment of the Executive

Directors and Non-executive Directors

are available for inspection at the

Company’s registered office.

When an Executive Director leaves the

Group, the Remuneration Committee

will review the circumstances and

apply the appropriate treatment to

their final remuneration. Any payments

and vesting of share awards under the

Executive Directors’ Bonus Scheme

and the LTIP will be in accordance

with the relevant scheme rules and

discretion as set out in those plans

at the time the Executive Director

leaves. All payments will be in line with

contractual entitlements and statutory

requirements. No Executive Director

will be rewarded for failure. The

Company has the discretion to pay legal

expenses and outplacement fees if it

considers this to be appropriate.

Salary and benefits will continue to

be paid throughout the notice period

although the Remuneration Committee

has the discretion to make a payment in

lieu of notice.

Other matters

Engaging with employees and

shareholders, decision-making

processes and general employee

payand conditions

The Remuneration Committee takes

an active involvement in remuneration

for the whole Group. Record staff

participate in all the remuneration

arrangements, including the Staff

Bonus Scheme, LTIP and share

schemes. The Remuneration Committee

reviews all bonus, LTIP and option

awards. A significant proportion of our

colleagues are shareholders, so are

able to express their views in the same

way as other shareholders.

When determining Executive Director

remuneration arrangements, the

Remuneration Committee takes into

account pay conditions throughout

the Group to ensure that the structure

and quantum of Executive Directors’

pay remains appropriate in the

circumstances.

It remains our policy to discuss any

substantive proposed changes to the

Group’s remuneration structures with

key external shareholders in advance of

any implementation. TheRemuneration

Committee takes into account

shareholder views received in relation

to resolutions to be considered at the

AGM each year, and values shareholder

feedback when forming remuneration

policy.

The Group’s remuneration

decision-making processes are

also summarised in that statement

and detailed further above in the

Remuneration Policy tables, as well as

the general approach to employee pay

and conditions.

Malus and clawback

Malus and clawback provisions under

all of the Company’s incentive schemes

(including the Executive Directors’

Bonus Scheme, Staff Bonus Scheme,

LTIP, Share Scheme, Commission

Scheme and JSOP) are in line with

regulatory requirements. Under the

relevant rules, the Remuneration

Committee may apply malus and/or

clawback where:

• the relevant individual participated

in, or was responsible for, conduct

which resulted in significant losses

to the Company or relevant business

unit;

• the relevant individual failed to meet

appropriate standards of fitness and

propriety;

• there is reasonable evidence of

misbehaviour or material error by

the individual;

• the Group, or business unit for

which the relevant individual is

responsible, suffers a material

downturn in its financial

performance; and/or

• the Group, or business unit in which

the relevant individual works,

suffers a material failure of risk

management.

Source and funding of shares

Share awards under the Bonus Scheme

are covered wherever possible through

market purchases by the Company’s

Employee Benefit Trust (“EBT”) rather

than through the issue of new shares,

and this has been the case since the

inception of the previous Group Profit

Share Scheme in 2007. It remains our

intention to continue to operate in this

manner in order to minimise potential

dilution of shareholders’ interests.

Similarly, grants under the LTIP and

the Share Scheme are not normally

satisfied by the issue of new shares,

inorder to minimise potential dilution.

Record plc Annual Report 2024

85

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Remuneration Policy to be

proposed to shareholders at

the AGM continued

Other matters continued

Source and funding of shares continued

The JSOP uses market purchase shares

only. The Company provides funds to

the EBT to allow it to purchase shares

in the market with which to satisfy

the exercise of options. The number

of shares purchased by the Group to

hedge the satisfaction of options is

based on an appropriate hedge ratio

at each grant date, as calculated by

management and approved by the

Remuneration Committee.

Implementation of Remuneration

Policy

The Group has implemented the

Remuneration Policy, as approved

by shareholders previously. The

Remuneration Committee has approved

variable remuneration payments for

the CEO and CFO based on the Executive

Directors’ Bonus Scheme and the CFO is

a participant in the LTIP scheme.

Approach to remuneration for

newExecutive Directors

On the recruitment of a new

Executive Director, the level of fixed

remuneration will be appropriate to

the candidate’s skills and experience

and the responsibility that they will be

undertaking. The components and level

of remuneration for any new Executive

Directors will be in line with those

of existing Executive Directors, with

the exception of any buyout award.

New Executive Directors would be

eligible to join the Bonus Scheme and

would be eligible to be considered for

participation in the LTIP as deemed

appropriate by the Remuneration

Committee, subject to the applicable

policy at the time.

The Remuneration Committee

recognises that a new Executive

Director may forfeit remuneration as a

result of leaving a previous employer

and the Committee will consider

mitigating that loss or part of that loss

by making a buyout award in addition

to the remuneration outlined above,

subject to malus and clawback. The

Committee will consider any relevant

factors including any performance

conditions attached to any previous

incentive arrangements and the

likelihood of these conditions being

met and will take reasonable steps

to ensure that any payment is at an

appropriate level.

When recruiting a new Non-executive

Director, fees will be in line with the

prevailing fee schedule paid to other

Board members and Non-executive

Directors at that time.

Executive shareholding policy

Any new Executive Director will be

encouraged to build a shareholding

with a value of at least 150% of base

salary, for example through the use of

the Bonus Scheme and LTIP scheme,

within a reasonable time of being

appointed.

At the end of the appointment, an

Executive Director would need to retain

a shareholding with a value of at least

150% of base salary previously built

up through awards under the Group’s

remuneration schemes (but excluding

any shares bought for cash). Half of this

shareholding must be held for a period

of one year and the other half held for a

period of two years.

Regulation

We continue to review our

Remuneration Policy in line with

regulatory changes and good practice

and to ensure compliance with the

principles of the Remuneration Code

ofthe UK financial services regulator,

as applicable to the Group.

Record plc Annual Report 2024

86

Remuneration report continued

Remuneration Policy – illustrations

The charts below show the lowest, highest and average remuneration for the Executive Directors over the past three

years. Fixed remuneration is comprised of salary, pension contributions, other benefits and any cash alternative. Variable

remuneration comprises bonus, including cash and share payments, as well as any gains on share schemes.

As variable remuneration is not capped at the individual level, we have used the three-year average, highest and lowest

remuneration as an indication of each Executive Director’s earnings potential. Future remuneration will be determined based

on profitability and performance as described in the Remuneration Policy.

The above charts exclude the value of share scheme awards granted to Directors.

3-year

low

3-year

high

3-year

average

25%

35%

75%

17%

83%

65%

£1,019,771

£3,001,957

£2,138,970

Leslie Hill (as CEO)

0 500k 1,000k 1,500k

3,500k

2,500k 3,000k2,000k£

£258,160

3-year

low

Minimum

3-year

high

3-year

average

59%

100%

41%

53%

41%

59%

47%

£45,505

£407,528

£315,762

Steve Cullen (as CFO, resigning 30 June 2024)

0 100k

450k

400k350k300k250k200k150k50k£

Minimum

1 January –

31 March 2024

42%

100%

58%

£623,445

£319,306

Jan Witte (Executive Director from 1 January 2024)

0 1000k

7000k

3000k

4000k 5000k 6000k

2000k£

Key:

Fixed

Variable

Record plc Annual Report 2024

87

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Annual report on remuneration

This part of the report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups

(Accounts and Reports) Regulations 2008 (as amended), and relevant sections of the Listing Rules. The information on pages

88 to 94 has been audited, where required, under the regulations and is indicated as audited information where applicable.

Directors’ remuneration as a single figure (audited information)

The remuneration of the Directors for the year ended 31 March 2024 is detailed below together with their remuneration for the

previous year.

Leslie Hill

(retired on 31 March 2024)

Jan Witte

(Remuneration

since

appointment

to the Board on

1January 2024) Steve Cullen

Executive Directors

2024

£

2023

£

2024

£

2024

£

2023

£

Salaries and fees 682,500 682,500 121,190 162,400 150,147

Benefits

1

3,974 3,349 3,236 1,755 1,524

Pensions

2

75,075 75,075 9,678 18,721 16,516

Payment in lieu of notice 86,625 — — — —

Total fixed pay 848,174 760,924 134,104 182,876 168,187

Short-term incentive (Bonus – cash) 84,484 1,469,174 123,468 52,287 148,325

Short-term incentive (Bonus – shares)

3

42,242 734,586 61,734 26,144 74,162

Share option gains 44,871 37,273 — 20,290 16,854

Total variable pay 171,597 2,241,033 185,202 98,721 239,341

Total 1,019,771 3,001,957 319,306 281,597 407,528

Neil Record

(retired on 27 July 2023)

David Morrison

(appointed 1 March 2023) Tim Edwards Matt Hotson Krystyna Nowak

Non-executive Directors

2024

£

2023

£

2024

£

2023

£

2024

£

2023

£

2024

£

2023

£

2024

£

2023

£

Salaries and fees 27,577 85,357 120,000 10,000 57,750 57,750 52,500 52,500 52,500 52,500

Benefits

1

1,484 3,876 — — — — — — — —

Pensions

2

3,033 9,389 — — — — — — — —

Total 32,094 98,622 120,000 10,000 57,750 57,750 52,500 52,500 52,500 52,500

1. This value includes medical benefits, payments made in lieu of medical benefits, overtime payments and reimbursement of taxable travel expenses.

2. This includes payments made in lieu of pension contributions.

3. Short-term incentive payments are subject to individual performance conditions summarised in the objectives table. The shares vest immediately but are subject to lock-up

restrictions and are calculated based on the overall profitability of the Group.

Payments for loss of office and payments made to former Directors

Bob Noyen left the Board of Directors on 4 February 2021 and left employment on 31 March 2021. To assist with the transition

and maintenance of client relationships, Bob agreed to provide consultancy support to the Group. Payments in respect of this

consultancy support totalled £1,200 in the year to 31 March 2024 (31 March 2023: £46,738).

Leslie Hill left the Board of Directors and employment on 31 March 2024. A payment in lieu of notice of £86,625, was made to

her, being salary to the end of her notice period from 1 April 2024 to 15 May 2024 and no other payments were made for loss of

office. Leslie was treated as a good leaver under the Group Bonus Scheme and Share Scheme rules and Remuneration Policy.

To assist with the transition and maintenance of client relationships, Leslie agreed to provide consultancy support to the

Company over a six-month period, commencing on 1 April 2024.

Pensions (audited information)

Executive Directors are entitled to join the Group Personal Pension Scheme. This is a defined contribution plan and for the

financial year ended 31 March 2024, the Group made contributions of 11% of each Executive Director’s salary, which could either

be paid into the Group Personal Pension Scheme, taken as cash or a combination of the two.

All Directors who make personal contributions into the Company pension scheme via salary sacrifice receive an amount

equivalent to the employer’s national insurance saved by the Company into their pension as an additional contribution.

The employer pension contributions for the financial years ended 31 March 2023 and 31 March 2024 are detailed in the tables

on page 121.

Record plc Annual Report 2024

88

Remuneration report continued

Executive Directors’ Bonus Scheme payments

The Executive Directors’ Bonus Scheme is the annual short-term variable remuneration structure that the CEO and CFO

participate in. The Executive Directors’ bonus pool is determined as follows:

• Financial 75%. The Remuneration Committee will consider the firm’s financial performance and, specifically, delivery of

operating profit targets for the year under the Group’s three-year plan.

• Non-financial 25%. The Remuneration Committee will assess strategic progress made during the year and will focus

specifically on progress in product diversification, technology modernisation and succession planning.

The overall performance against these criteria for the year is summarised in the tables for Leslie Hill and Steve Cullen below.

TheRemuneration Committee also receives reports from the Head of Compliance regarding any legal or compliance issues

relevant to the award.

Leslie Hill

Objectives Outcomes

Financial

Operating profit

Deliver operating profit, pre-bonuses, of £26.8million.

Operating profit, pre-bonuses, was £17.0 million.

Non-financial

Product diversification

Diversify the Group’s products from reliance on Passive

and Dynamic Hedging to a broader set of non-correlated

investment products.

Diversification progress has been slow and projects haverun

behind schedule. Management has decided to move forward

with more passive investments in Block Scholes and Dair but

this is no longer part of the diversification strategy.

Modernisation

Continue to improve our infrastructure and have the

technology tools to support the growth in business,

whileproducing more secure and efficient systems.

The technology programme has not produced the scale of

improvement targeted, and the decision was taken to focus on

building internal IT development expertise.

Work was discontinued on R-Platform, resulting in the

impairment of the development costs capitalised to date of

approximately £1.9 million.

Succession

Put in place robust succession plans for plc Board level roles.

David Morrison assumed Chair responsibilities in July 2023,

taking over from the founder, Neil Record.

Jan Witte assumed Group CEO responsibilities from

1April2024, taking over from Leslie Hill.

New CFO, Richard Heading, appointed and taking over role and

responsibilities from Steve Cullen in the summer of 2024.

Steve Cullen

Objectives Outcomes

Financial

Operating profit

Deliver operating profit, pre-bonuses, of £26.8 million.

Operating profit, pre-bonuses, was £17.0 million.

Non-financial

Product diversification

Diversify the Group’s products from reliance on Passive

and Dynamic Hedging to a broader set of non-correlated

investment products.

Diversification progress has been slow and projects have run

behind schedule. Management has decided to move forward

with more passive investments in Block Scholes and Dair but

this is no longer part of the diversification strategy.

Modernisation

Modernise accounting systems to support business growth.

Developed accounting systems for the wider Group, designed

processes for the re-charging of central costs.

Succession

Strengthen the finance team.

Grown a robust team culture, hired talent into the team and

increased responsibilities of team members. Now focused on

succession to the new CFO.

Awards:

The bonus pool for Executive Directors (including employer on-costs) was significantly reduced to £234,493, which was 11.9%

of the total maximum Executive Director pool that could have been paid for full delivery. The actual bonus pool was based

on financial performance being below target and strategic progress on technology and product diversification being behind

expectations. Succession planning was managed well.

Bonus outcomes were that Leslie Hill was awarded a bonus of £126,726 and Steve Cullen was awarded a bonus of £78,431.

Record plc Annual Report 2024

89

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Annual report on remuneration continued

Directors’ share options and share awards (audited information)

During the financial year ended 31 March 2024 no option awards were made to the Executive Directors, in accordance with the

Remuneration Policy.

All of the Executive Directors have previously been awarded share options and the table below sets out details of Executive

Directors’ outstanding share option awards, which may vest on an annual basis over three, four and five years subject to

continued service and performance conditions. The table also sets out any options that have lapsed or been exercised.

Nooption awards have been made to Jan Witte since his appointment to the Board on 1 January 2024, therefore his awards

havenot been included in the table below.

Name Date of grant

Total

options at

1 April

2023

Options

granted

in period

Options

lapsed

in period

Options

exercised

in period

Total

options at

31 March

2024

Exercise

price

Earliest

exercise

Latest

exercise

Leslie Hill

(retired 31 March 2024) 21/08/19 383,333 — (95,833) (95,834) 191,666 31.1p 21/08/2022 20/08/2025

Steve Cullen 21/08/19 173,333 — (43,333) (43,334) 86,666 31.1p 21/08/2022 20/08/2025

The outstanding share options above vest subject to performance conditions, which are detailed on page 134.

Leslie Hill had a gain on share options of £44,871 and Steve Cullen had a gain on share options of £20,290 in the year ended

31March 2024.

Options granted to Executive Directors vest on an annual basis (in years three, four and five) and vesting is subject to Record’s

average annualised EPS growth over the relevant period grant as follows:

Record’s annualised EPS growth over the period from grant to vesting

Percentage of

shares subject

to the award

which vest

>RPI growth + 13% 100%

>RPI growth + 10%, =<RPI growth + 13% 75%

>RPI growth + 7%, =<RPI growth + 10% 50%

>RPI growth + 4%, =<RPI growth + 7% 25%

>RPI growth + 4 % 0%

A principal strategic objective of the business is to create shareholder value for our investors over the long term. The Board

considers this to be delivered by consistent growth in earnings of the business, and the chosen performance conditions and

the EPS outcome which determine the number of options that ultimately vest under the scheme rules reflect this.

Share option awards made to Leslie Hill and Steve Cullen on 21 August 2019 vest in three equal tranches and the second of

these vesting dates was 21 August 2023. In accordance with the performance conditions, 50% of this tranche of options

vested, which was 95,834 shares for Leslie Hill and 43,334 shares for Steve Cullen, and the other 50% lapsed.

Directors’ Long-Term Incentive Plan (“LTIP”) awards

During the financial year ended 31 March 2024 an LTIP award was made to Steve Cullen in accordance with the scheme rules.

The table below sets out details of Executive Directors’ outstanding LTIP awards, which may vest in full after three years

subject to continued service and performance conditions. The table also sets out any LTIP awards that have lapsed or been

exercised. No LTIP awards have been made to Jan Witte since his appointment to the Board on 1 January 2024, therefore his

awards have not been included in the table below.

Name Date of grant

Total LTIP

awards at

1 April

2023

LTIP awards

granted

in period

LTIP awards

lapsed

in period

LTIP awards

exercised

in period

Total

LTIP awards at

31 March

2024

Vesting

date

Leslie Hill (retired 31 March 2024) — — — — — — —

Steve Cullen 08/09/22 325,000 — — — 325,000 31/03/25

21/11/23 — 185,000 — — 185,000 21/11/26

The outstanding LTIP awards above vest subject to performance conditions, which are detailed on page 137.

LTIP awards granted to Executive Directors vest after three years and vesting is subject to Record’s average annualised EPS

growth and Total Shareholder Return (“TSR”) over the relevant period since grant as follows:

Two-thirds of the vesting of the LTIP grants awarded on 8 September 2022 and 21 November 2023 are subject to a three-year

cumulative EPS threshold target of 15 pence, resulting in the EPS portion vesting at 25%, rising on a straight-line basis to 100%

vesting for a three-year cumulative EPS of 18 pence at the end of the performance period.

Record plc Annual Report 2024

90

Remuneration report continued

One-third of the vesting of the LTIP grants awarded on 8 September 2022 and 21 November 2023 are subject to a relative

TSR using a benchmark of the FTSE Small Cap index. The threshold target for the TSR portion is a TSR outcome in the 25th

percentile of the index at which 25% of the TSR portion will vest, rising on a straight-line basis to 100% of the TSR portion at

aTSR outcome in the 75% percentile of the index.

A principal strategic objective of the business is to create shareholder value for our investors over the long term. The Board

considers this to be delivered by consistent growth in earnings of the business, and the chosen performance conditions and

the EPS and TSR outcome which determine the number of LTIP awards that ultimately vest under the scheme rules reflect this.

Bonus shares in lock up (audited information)

The table below shows Directors’ interests in ordinary shares arising from the deferred element of annual Bonus awards.

NoBonus share awards have been made to Jan Witte since his appointment to the Board on 1 January 2024, therefore his

awards have not been included in the table below.

Interested in

restricted

shares

at 1 April

2023

Restricted

awards

during year

Restrictions

released

during year

Interested in

restricted

shares at

31 March

2024

Leslie Hill (retired 31 March 2024) 591,284 291,368 (274,926) 607,726

Steve Cullen 44,896 26,316 (25,140) 46,072

Directors’ share interests (audited information)

The tables below show Directors’ interests in ordinary shares arising from the deferred element of annual Bonus awards.

2024

Shares held

without

restrictions

Bonus shares

subject to

restrictions

1

Total

shares

held

2

Share options

& LTIP

Total

share

interests

Executive Directors

Leslie Hill (retired 31 March 2024) 16,163,031 607,726 16,770,757 191,666 16,962,423

Steve Cullen 1,473,802 46,072 1,519,874 596,666 2,116,540

Jan Witte (appointed 1 January 2024) 638,499 652,451 1,290,950 2,893,000 4,183,950

Non-Executive Directors and Chairman

Neil Record (retired 27 July 2023) 52,896,541 — 52,896,541 — 52,896,541

David Morrison (appointed 1 March 2023) — — — — —

Tim Edwards 60,000 — 60,000 — 60,000

Matt Hotson — — — — —

Krystyna Nowak 50,000 — 50,000 — 50,000

Total 71,281,873 1,306,249 72,588,122 3,681,332 76,269,454

2023

Shares held

without

restrictions

Bonus shares

subject to

restrictions

1

Total shares

held

Share options

& LTIP

Total share

interests

Executive Directors

Leslie Hill 15,792,271 591,284 16,383,555 383,333 16,766,888

Steve Cullen 1,434,948 44,896 1,479,844 498,333 1,978,177

Non-Executive Directors and Chairman

Neil Record (retired 27 July 2023) 54,646,541 — 54,646,541 — 54,646,541

David Morrison (appointed 1 March 2023) — — — — —

Tim Edwards 60,000 — 60,000 — 60,000

Matt Hotson — — — — —

Krystyna Nowak 50,000 — 50,000 — 50,000

Total 71,983,760 636,180 72,619,940 881,666 73,501,606

1. Under the rules of the Bonus scheme, shares awarded to Directors are subject to lock-up restrictions between one and three years from the award date.

2. Directors’ share interests have remained unchanged to 30 June 2024.

Record plc Annual Report 2024

91

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Annual report on remuneration continued

CEO shareholding in Record Asset Management GmbH

Prior to Jan Witte becoming a director of the Group, it had been agreed that he would acquire a 10% shareholding in

RecordAsset Management GmbH (“RAM”), a German subsidiary of Record plc.

To ensure that Jan’s RAM shareholding does not create any shareholder misalignment, for the duration of Jan’s tenure as

CEO, all voting rights pertaining to the shareholding will be exercised solely by Record plc. In addition, any dividends or other

shareholder distributions to which Jan may become entitled by virtue of his holding will be paid to Record plc which will

procure that any such dividends or distributions are used to acquire shares in Record plc, on Jan’s behalf. Any relevant shares

acquired will then be subject to a three-year lock-up period during which they cannot be sold or otherwise disposed of.

The arrangement in respect of Jan’s RAM shareholding is not deemed to be remuneration for services provided to the Group

and so will not form part of the Directors Remuneration Policy or otherwise be disclosed in the Company’s annual report on

remuneration (except that any shares acquired by Jan will form part of the Directors share interests).

Salary review for the Board

Company-wide salary increases were made during the year and in addition some discretionary salary increases were made

to staff. The CEO did not receive any salary increase during the year. The CFO received salary increases in April 2023 and

October2023 to reflect the widening remit and responsibilities of his role.

The table below confirms the current salaries for Executive Directors and Non-executive Directors:

Salary at

1 April 2023

£

Salary at

1 April 2024

(current salary)

£ Increase

Executive Directors

Leslie Hill (retired on 31 March 2024) 682,500 — —

Steve Cullen 160,000 164,800 3%

Jan Witte (appointed on 1 January 2024) — 550,000 —

Non-executive Directors and Chairman

Neil Record (retired on 27 July 2023) 85,357 — —

David Morrison (appointed 1 March 2023) 120,000 175,000 46%

Tim Edwards 57,750 67,500 17%

Matt Hotson 52,500 62,500 19%

Krystyna Nowak 52,500 52,500 —

Total remuneration of Chief Executive Officer (audited information)

The total remuneration of the Chief Executive Officer over the last ten years is shown in the following table. The total

remuneration figure includes the annual profit share payment. There is no maximum value that could be paid during each year.

Year ended 31 March

2015

£

2016

£

2017

£

2018

£

2019

£

2020

£

2021

£

2022

£

2023

£

2024

£

Leslie Hill

1

— — — — — 123,241 1,270,178 2,395,183 3,001,957 1,019,771

James Wood-Collins

2

641,623 642,865 678,054 655,723 689,019 582,620 — — — —

1. Appointed 13 February 2020, retired 31 March 2024.

2. Resigned 13 February 2020.

Percentage change in the remuneration of the Chief Executive Officer (audited information)

The following table shows the percentage change in the base salary, benefits and annual bonus of the Chief Executive Officer

between the years ended 31 March 2024 and the previous financial years compared to the average for all employees of the

Group.

Year ended 31 March

2018 2019 2020 2021 2022 2023 2024

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Chief

Executive

Average

for all

employees

Base salary 0% 3% 0% 3% 57% 6% 0% 9% 44% 18% 5% 13% 0% 8%

Benefits — — — — — — (2%) — (3%) — — — — —

Total annual profit

share/Bonus (8%) 10% 20% 10% (2%) 4% 96% 1% 121% 117% 32% 44% (94%) (54%)

Record plc Annual Report 2024

92

Remuneration report continued

Percentage change in the remuneration of the Board Directors (audited information)

The following table shows the percentage change in the base salary, benefits and annual bonus of the Board Directors

between the year ended 31 March 2024 and the previous financial years compared to the average for all employees of the

Group, for all Board Directors.

Year ended 31 March 2021 Year ended 31 March 2022 Year ended 31 March 2023 Year ended 31 March 2024

% change in:

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Leslie Hill

(retired on 31 March 2024) 0% (2%) 96% 44% (3%) 121% 5% — 32% 0% — (94%)

Steve Cullen 0% (2%) (25%) 5% (3%) 61% 10% — 112% 10% — (65%)

Neil Record

(retired on 27 July 2023) — — — 3% (3%) — 5% — — — — —

David Morrison

(appointed1March 2023) — — — — — — — — — 0% — —

Tim Edwards — — — 26% — — 5% — — 0% — —

Matt Hotson — — — — — — 5% — — 0% — —

Krystyna Nowak — — — — — — 5% — — 0% — —

Employees of Record Group 9% — 1% 18% 1% 117% 13% — 39% 8% — (54%)

Total Shareholder Return performance graph

Mar

2022

Mar

2014

Mar

2015

Mar

2016

Mar

2017

Mar

2018

Mar

2019

Mar

2020

Mar

2024

Mar

2023

Mar

2021

Record plc

FTSE 350 – General Financial Index

0

100

200

300

400

The above graph shows the Group’s Total Shareholder Return compared with the FTSE 350 – General Financial Index, and

shows the change in the theoretical value of £100 invested in Record plc on 31 March 2014 compared to £100 invested in the

FTSE 350 – General Financial Index. The FTSE 350 – General Financial Index has been chosen because the index is a widely

accepted performance comparison for UK small quoted financial services companies.

The market price of the Company’s shares as at 31 March 2024 was 63.9 pence. The highest closing share price during the

financial year was 98.0 pence. The lowest closing share price during the financial year was 62.1 pence.

Relative importance of the spend on pay

The following chart shows the year-on-year movement in total remuneration costs, non-remuneration costs and corporation

tax compared to the profit attributable to ordinary shareholders and the level of dividends paid and declared on ordinary

shares. The factors chosen to compare remuneration against are considered to be the most relevant as they take into account

all of the different stakeholders.

7.6 4 .4

12 .8

14.9

11.4

—

9.5

1.9

3.3

3.6

11.3

8.6

8.8

1.1

9.3

1.3

£m

0

4

8

12

20

16

FY-24

FY-23

Dividends

FY-24

FY-23

FY-23

Profit

FY-24

FY-24

FY-23

Tax

FY-24

FY-23

Non-remuneration

costs

Exceptional

items

FY-24

FY-23

Remuneration

costs

Variable/special

Fixed/ordinary

Record plc Annual Report 2024

93

Additional informationGovernance Financial statementsStrategic report

Remuneration report continued

Annual report on remuneration continued

Relative importance of the spend on pay continued

Dividends are represented in the chart above as follows:

2024: interim dividend paid in December 2023 of 2.15 pence per share, final dividend proposed of 2.45 pence per share and

special dividend of 0.60 pence per share.

2023: interim dividend paid in December 2022 of 2.05 pence per share, final dividend paid of 2.45 pence per share and special

dividend of 0.68 pence per share.

Directors’ service contracts

Steve Cullen has a service agreement dated 15 March 2013, reflecting his promotion to Chief Financial Officer, and Jan Witte

has a service agreement dated 1 April 2024, when he took over as Group CEO. None of the service agreements are for a fixed

term and all include provisions for termination on six months’ notice by either party. Service agreements do not contain

any contractual entitlement to receive bonuses, LTIP, Group Share Scheme awards, nor to receive any fixed provision for

termination compensation.

Non-executive Directors are appointed for an initial three-year period. Their continued engagement is subject to annual

re-election by shareholders at the Group’s AGM.

External directorships and fees

With the approval of the Board in each case, and subject to the requirements of the Group, Executive Directors may accept a

limited number of external appointments. No Executive Directors receive any fees in respect of their external appointments.

Other matters

No Director had any material interest in any contract with the Group, either during the year or at the year end. There are no

outstanding loans to any Director.

Statement of voting at the Annual General Meeting

The following table sets out the voting outcomes in respect of the most recent AGM votes on the annual report on

remuneration, at the AGM held on 27 July 2023.

For Against Votes withheld

number % number % number %

Annual report on remuneration 116,658,015 98.46% 1,828,494 1.54% 6,000 0%

Governance: role of the Remuneration Committee

Membership of the Remuneration Committee

The Remuneration Committee is chaired by Krystyna Nowak, who took over from Tim Edwards on 26 June 2024 and is

supported by the Chairman, David Morrison, and an independent Non-executive Director, Matt Hotson.

The Chief Financial Officer, Chief Executive Officer and Head of Compliance may attend meetings by invitation and assist the

Committee in its deliberations, except when their personal remuneration is discussed. No Directors are involved in deciding

their own remuneration. The Committee also received advice from the Head of HR and Company Secretary and the HR Director.

The Committee operates under formal terms of reference, which are summarised below and reviewed annually.

Responsibilities of the Committee

The responsibilities of the Committee include the following:

• determining the framework and policy for the remuneration of the Chairman and Executive Directors and approving all

payments;

• determining the framework and policy for the remuneration of all staff and ensuring alignment with the Group’s plans;;

• reviewing and advising on the Group’s remuneration strategy, which includes the design of the Bonus Schemes, LTIP, Share

Scheme, Joint Share Ownership Plan and any other new initiatives;

• ensuring that the Remuneration Policy promotes sound and effective risk management as well as good conduct and does

not encourage risk-taking above the risk appetite of the firm; and

• reviewing remuneration disclosures and ensuring compliance with relevant regulation and legislation.

Record plc Annual Report 2024

94

Remuneration report continued

Key areas of focus during the year

The table below summarises the areas that the Remuneration Committee focused on at each of its meetings during the year.

Ten Committee meetings were held during the year.

Date Key issues considered

April 2023 (twomeetings)

• Review of Executive Director salaries

• Total remuneration spend review

• Discussion of Executive Director bonus payments and bonus pool

• Market update from Macfarlanes

• Review of terms of reference and review of Committee performance

June 2023

• Review of bonus payments with Head of Compliance

• Approval of bonus payments for Executive Directors, MRTs and staff

• Approval of commission payments

July 2023

• Review of shareholder reports

• LTIP discussion

October 2023

(twomeetings)

• Review of Executive Director salaries

• Bonus pool discussion

• LTIP awards

• RAM shareholding discussion for Jan Witte

November 2023

• Review of bonus payments with Head of Compliance

• Approval of bonus payments for MRTs and staff

• Approval of commission payments

December 2023

• Discussion of remuneration package for new CFO, to be recommended to the Board

• RAM shareholding agreement for Jan Witte

February 2024

• FY-24 bonus approach

• New bonus scheme proposal

• New CEO remuneration package

March 2024

• FY-24 bonus outcomes for Executive Directors

• New bonus scheme approval

• New CEO remuneration package

• NED and Chair fees discussion

External advisers

The Committee received advice from Macfarlanes during the year, and received specialist advice from Ellason LLP in

connection with the introduction of a new bonus scheme.

Committee evaluation

An internal review of Committee effectiveness was carried out as part of the Board evaluation process in April 2024 and was based

on discussions with Committee members. The review considered the information that the Committee received, the frequency of

meetings and the topics that were covered. The conclusion was that the Committee was effective in carrying out its duties.

Approval

This Directors’ Remuneration report, including both the Directors’ Remuneration Policy and the annual report on remuneration,

has been approved by the Board of Directors.

Approved by the Committee and signed on its behalf by:

Krystyna Nowak

Chair of the Remuneration Committee

27 June 2024

Record plc Annual Report 2024

95

Additional informationGovernance Financial statementsStrategic report

The information contained in the

sections of this Annual Report and

Accounts identified below forms part

ofthis Directors’ report:

• Strategic report on pages 1 to 57;

• Board of Directors on pages 60

and61;

• Corporate governance report on

pages 62 to 68;

• Nomination Committee report on

pages 69 to 71;

• Audit Committee report on pages

72to 76;

• Remuneration report on pages 77

to 95;

• Directors’ statement of

responsibilities on page 100; and

• S172 Companies Act 2006 on

pages35 to 37.

Disclosures required under

ListingRule9.8.4

The information required to be

disclosed by Listing Rule 9.8.4 is

located within this Directors’ report.

The majority of the disclosures required

under LR 9.8.4 are not applicable to

Record. The applicable sub-paragraphs

within LR 9.8.4 and related disclosure

areas are as follows:

• LR 9.8.4 (12) Shareholder waivers of

dividends;

• LR 9.8.4 (13) Shareholder waivers of

future dividends; and

• LR 9.8.4 (14) and LR 9.8.4R (10)

Agreements with controlling

shareholders and details of any

contract of significance.

Share capital

The Company has a single class of

share capital consisting of ordinary

shares of 0.025p each. Each ordinary

share is equally eligible to receive

dividends and the repayment of

capital and represents one vote at a

shareholders’ meeting.

None of the ordinary shares carry any

special rights with regard to control of

the Company.

The ordinary shares have a premium

listing on the London Stock Exchange.

Details of structure and changes in

share capital are set out in note 22 to

the financial statements.

The Company has not exercised the

right to allot, buy back or purchase

ordinary shares in its capital (including

treasury shares) during the year.

As at 31 March 2024, the number of

shares in issue of the Company was

199,054,325 (FY-23: 199,054,325).

The Record Employee Benefit Trust

(“EBT”) periodically purchases shares

in the market to satisfy requirements

for shares vesting under the Group’s

various share schemes. Further

information is provided in note 22 to

the accounts.

Substantial shareholdings

The table below sets out the names of those persons or investors who, insofar as the Company is aware, are interested

directly or indirectly in 3% or more of the issued share capital of the Company as at 31 March 2024:

Name

Number of

ordinary 0.025p

shares held

Percentage

interest

Neil Record 52,896,541 26.57%

Leslie Hill 16,770,757 8.43%

Interactive Investor 10,925,903 5.49%

Premier Miton Investors 9,390,087 4.72%

Schroders plc 7,252,603 3.64%

Hargreaves Lansdown Asset Mgt 6,611,026 3.32%

Information provided to the Company pursuant to Rule 5 of the Disclosure and Transparency Rules (“DTR”) is published via

RNS, a regulatory information service, and also on the Company’s website. During the period from April 2023 to April 2024

the Company received two notifications in accordance with DTR 5 disclosing changes to voting interests in its ordinary share

capital as follows: Schroders plc disposed of shares on 22 August 2023, reporting a shareholding decrease from 5.07% to

3.51%, and Mr Neil Record disposed of shares on 15 February 2024 with their further transferral to The Record Charitable Trust,

reporting a shareholding decreasing from 27.45% to 26.57%. There have been no further changes in shareholding between

31March 2024 and the date of signing of this report, 27 June 2024.

Directors’ report

Record plc Annual Report 2024

96

Relationship agreement

Under LR 9.2.2, listed companies must

establish a legally binding relationship

agreement to govern interactions

between the Company and a controlling

shareholder. Neil Record was deemed

to be a controlling shareholder when

the Company became listed in 2007,

and a relationship agreement has

remained in place since then. Following

a series of share transfers to the

Record Charitable Trust, Neil Record

holds 26.6% of the voting rights, and

consequently is no longer deemed to

be a controlling shareholder under the

Listing Rules. However, the terms of

the current relationship agreement

state that it shall remain in place as

long as the shareholder holds a legal

or beneficial interest (whether direct

or indirect) in shares representing

25% or more of the entire issued share

capital of the Company. Consequently,

this relationship agreement remains

effective and will continue to do so

whilst Neil Record continues to hold

at least 25% of the voting rights of the

Company.

The Board is satisfied that the Company

has complied with the independence

provisions included in the relationship

agreement during the year ended

31 March 2024, which stipulate that

the shareholder agrees to, and shall

procure that his Associates shall:

• Conduct all transactions and

arrangements with any Group

company on an arm’s length basis

and on normal commercial terms.

• Not take any action which would

have the effect of preventing the

Company from complying with its

obligations under the Listing Rules.

• Not propose or procure the proposal

of a shareholder resolution which is

intended or appears to be intended

to circumvent the proper application

of the Listing Rules.

• Exercise the voting rights attaching

to the shares in his or his Associates’

control and any other powers of

control in such a manner so as to

procure (to the extent that they are

able by the exercise of such voting

rights) that each Group company is

capable of carrying on its business

independently of the shareholder

and his Associates.

• Not exercise any of the voting

rights attaching to the shares in

his or his Associates’ control or

any other powers of control in

such a manner so as to procure

any amendment to the Company’s

Articles of Association which would

be inconsistent with, undermine or

breach any of the provisions of this

agreement.

Restrictions on transfers of shares

Under the terms of the Record plc

Bonus (“Bonus”) Scheme rules, certain

senior employees and Directors of

the Company are required to receive

a proportion of any Bonus award

in shares, and may elect to receive

a further proportion of their profit

share in the form of a share award

and receive a final proportion in cash.

Allordinary shares which are the

subject of these share awards are

transferred immediately to a nominee.

These shares are not subject to any

vesting conditions but are subject to

“lock-up” arrangements and clawback

provisions. The individual is entitled to

full rights in respect of these shares.

No such shares can be sold, transferred

or otherwise disposed of without

the consent of the Remuneration

Committee unless specified

anniversary dates have been reached.

Further details are disclosed in note 23

to the financial statements.

Dealings in the Company’s ordinary

shares by persons discharging

managerial responsibilities, employees

of the Company and, in each case, their

connected persons, are subject to the

Group’s dealing code which complies

with the EU Market Abuse Regulation

(“EU MAR”) which came into force on

3 July 2016, and was onshored into UK

MAR following the expiry of the Brexit

transition period on 31 December 2020.

Certain restrictions, customary for a

listed company, apply to transfers of

ordinary shares in the Company.

Power of the Company to issue,

buyback and purchase shares

The Directors manage the Company

under the powers set out in the

Company’s Articles of Association.

These powers include the Directors’

ability to issue or buy back shares.

Anordinary resolution was passed

at the 2023 AGM, authorising the

Directors to allot new ordinary shares

up to an aggregate nominal amount of

£16,588, representing approximately

one-third of the Company’s issued

share capital.

The Directors intend to seek

shareholders’ approval for the renewal

of this authority at the 2024 AGM.

Ifapproved, this authority will expire

on 30 October 2025 or, if earlier, at

theconclusion of the AGM in 2025.

At the AGM in 2023, shareholders

approved a resolution authorising the

Company to make purchases of its own

shares. No purchases of own shares

were made during the reported period.

A special resolution will be proposed at

the 2024 AGM to renew the Company’s

limited authority to purchase its own

ordinary shares. This authority will

be limited to a maximum of 10% of

the Company’s issued share capital

and will set out the minimum and

maximum prices which the Company

may pay for any such purchase.

Ifapproved, this authority will expire

on 30 October2025, or, if earlier,

attheconclusion of the AGM in 2025.

Directors’ report

Record plc Annual Report 2024

97

Additional informationGovernance Financial statementsStrategic report

Directors’ report continued

Results and dividends

The results of the Group for the

year are set out in the consolidated

statement of comprehensive income

onpage 110.

The Company paid an interim ordinary

dividend of 2.15 pence per share on

22December 2023 to shareholders

onthe register on 1 December 2023.

The Directors recommend a final

ordinary dividend of 2.45 pence per

ordinary share for the year ended

31March 2024, making a total ordinary

dividend of 4.60 pence per share.

Subject to shareholder approval at

the Annual General Meeting, the final

dividend will be paid on 2 August 2024

to shareholders on the register at

the close of business on 12 July 2024.

Theshares will be quoted ex-dividend

from 11 July 2024.

The Board has declared a special

dividend of 0.60 pence per share to

be paid simultaneously with the final

ordinary dividend on 2 August 2024.

This equates to a total distribution of

5.20 pence per share, equivalent to

93%of underlying earnings.

Shareholder waiver of dividends

The Record Employee Benefit Trust

has waived its rights to dividends paid

on the ordinary shares held in respect

of the Group Share Scheme, the Group

Bonus Scheme and the Group Joint

Share Ownership Plan. The trust held

6,700,467 shares as at 31 March 2024

(FY-23: 8,735,002 shares).

Financial risk factors

The Group’s activities expose it to a

variety of financial risks: credit risk,

liquidity risk, foreign currency risk

(managed using financial instruments)

and interest rate risk. The Group seeks

to minimise potential adverse effects

on its financial performance. Further

information is contained in note 24 to

the financial statements.

Financial reporting controls

The Chief Financial Officer is

responsible for managing the financial

controls framework. The framework

requires control owners to perform key

preventative and detective controls

and follow documented processes to

ensure that proper accounting records

are maintained and that financial

information used by the business

is reliable and free from material

misstatement.

Statement of disclosure of

information to auditors

Each of the persons who is a Director

at the date of approval of this report

confirms that:

• so far as the Director is aware,

thereis no relevant audit

information of which the Company’s

external auditors are unaware; and

• the Director has taken all the steps

that they ought to have taken as a

Director in order to make themselves

aware of any relevant audit

information and to establish that

the Company’s auditors are aware

ofthat information.

Related party transactions

Details of related party transactions

are set out in note 27 to the financial

statements.

Post-reporting date events

As set out in note 32 to the financial

statements, in June 2024 Record

plc reduced its investment in the

start-up joint venture Dair Record

Limited to the extent that it will no

longer be recognised as a joint venture

by the Group. There were no other

post-reporting date events.

Going concern

The Strategic report explains the

Group’s business activities together

with the factors likely to affect its

future development, performance

and position and the financial

statements include information on

the Group’s financial position, cash

flows and liquidity. In addition, the

financial risk management note to

the financial statements sets out the

objectives, policies and processes

for the management of the risks to

which the business is exposed in order

to minimise any adverse effects on

the Group’s financial performance.

TheGroup has considerable financial

and liquid resources and performs

regular financial forecasts and cash

flow projections. The Group holds

nodebt.

The Directors have a reasonable

expectation that the Company and

the Group have adequate resources to

continue operations for the foreseeable

future and therefore continue to adopt

the going concern basis in preparing the

Annual Report and Accounts.

In accordance with provision 31 of the

UK Corporate Governance Code, the

Directors have assessed the prospects

of the Group over a longer period than

the twelve months required by the

going concern provision.

Political donations

It is the Group’s policy not to make

political donations and accordingly no

such donations have been made during

the period under review.

Record plc Annual Report 2024

98

Directors’ report continued

Environment

The Group’s environmental policies and

the disclosures required by SI 2008/410

Sch7.15-20 and LR 9.8.6R on TCFD

recommendations and disclosures are

provided in the Sustainability report on

pages 26 to 34.

Modern Slavery statement

The Group’s Modern Slavery statement

can be found in the Sustainability

report on page 30.

Corporate responsibility

Details of the Company’s employment

practices, including diversity and

employee engagement, can be found in

the Sustainability report on pages 30

and 31. We are committed to minimising

the environmental impact of our

operations and to delivering continuous

improvement in our environmental

performance. See page 34 for more

details on our total CO

2

emissions data.

Directors

The Directors of the Company who held

office at the year end and to date are

listed on pages 60 and 61. Directors’

remuneration and Directors’ interests

in Record plc shares are disclosed in the

Remuneration report.

Directors’ indemnities

As at the date of this report,

indemnities are in force under which

the Company has agreed to indemnify

the Directors, to the extent permitted

by law and the Company’s Articles of

Association, in respect of all losses,

liabilities or expenses incurred by them

in relation to the Company or any of its

subsidiaries. The Group has appropriate

Directors’ and Officers’ insurance in

place.

Directors’ conflicts of interest

The Company has procedures in place

to identify, authorise and manage

conflicts of interest, including those

of Directors of the Company, and

they have operated effectively during

the year. In circumstances where a

potential conflict arises, the Board

(excluding the Director concerned)

will consider the situation and

either authorise the arrangement in

accordance with the Companies Act

2006 and the Company’s Articles of

Association or take other appropriate

action.

All potential conflicts authorised by

the Board are recorded in a conflicts

register which is maintained by the

Company Secretary and reviewed by

the Board on an annual basis. Directors

have a continuing duty to update

the Board with any changes to their

conflicts of interest.

Change of control

Directors’ and employees’ employment

contracts do not provide for

compensation for loss of office or

employment as a result of a change of

control. However, the provisions of the

Group’s employee share schemes may

cause awards granted to employees

under such schemes to vest on a

change of control.

The Group is not party to any significant

agreements that would take effect,

alter or terminate on a change of

control of the Company.

2024 Annual General Meeting

The 2024 Annual General Meeting

of the Company will be held at 10am

on 30 July 2024 at the following

address: Liberty House, 222 Regent

Street, London W1B 5TR. Details of

the ordinary and special resolutions

to be proposed at the Annual General

Meeting, together with details on the

meeting format and voting procedures,

are given in a Chairman’s letter to

shareholders and the attached Notice

of Annual General Meeting.

The Board and the Chair of each of the

Board Committees will be available

to answer questions put to them by

shareholders of the Company at the

2024 Annual General Meeting.

By order of the Board:

Kevin Ayles

Company Secretary

27 June 2024

Record plc Annual Report 2024

99

Additional informationGovernance Financial statementsStrategic report

Directors’ responsibilities

The Directors are responsible for

preparing the Annual Report and the

financial statements in accordance with

UK adopted international accounting

standards and applicable law and

regulations.

Company law requires the Directors

to prepare financial statements for

each financial year. Under that law

the Directors are required to prepare

the Group financial statements and

have elected to prepare the Company

financial statements in accordance with

UK adopted international accounting

standards. Under Company law

the Directors must not approve the

financial statements unless they are

satisfied that they give a true and fair

view of the state of affairs of the Group

and Company and of the profit or loss

for the Group for that period.

In preparing these financial statements,

the Directors are required to:

• select suitable accounting policies

and then apply them consistently;

• make judgements and accounting

estimates that are reasonable and

prudent;

• state whether they have been

prepared in accordance with UK

adopted international accounting

standards, subject to any material

departures disclosed and explained

in the financial statements;

• prepare the financial statements

on the going concern basis unless

it is inappropriate to presume that

the Group and the Company will

continue in business; and

• prepare a Directors’ report, a

Strategic report and Directors’

Remuneration report which comply

with the requirements of the

Companies Act 2006.

The Directors are responsible for

keeping adequate accounting records

that are sufficient to show and explain

the Company’s transactions and

disclose with reasonable accuracy at

any time the financial position of the

Company and enable them to ensure

that the financial statements comply

with the Companies Act 2006.

They are also responsible for

safeguarding the assets of the

Company and hence for taking

reasonable steps for the prevention

and detection of fraud and other

irregularities. The Directors are

responsible for ensuring that the

Annual Report and Accounts, taken

as a whole, are fair, balanced and

understandable and provide the

information necessary for shareholders

to assess the Group’s performance,

business model and strategy.

Website publication

The Directors are responsible for

ensuring the Annual Report and

the financial statements are made

available on a website. Financial

statements are published on the

Company’s website in accordance

with legislation in the United Kingdom

governing the preparation and

dissemination of financial statements,

which may vary from legislation in

other jurisdictions. The maintenance

and integrity of the Company’s website

is the responsibility of the Directors.

The Directors’ responsibility also

extends to the ongoing integrity of the

financial statements contained therein.

Directors’ responsibilities

pursuantto DTR4

The Directors confirm to the best of

their knowledge:

• the financial statements have

been prepared in accordance with

the applicable set of accounting

standards, give a true and fair view

of the assets, liabilities, financial

position and profit and loss of the

Group and Company; and

• the Annual Report includes a fair

review of the development and

performance of the business and

the financial position of the Group

and Company, together with a

description of the principal risks and

uncertainties that they face.

David Morrison

Chairman

Steve Cullen

Chief Financial Officer

27 June 2024

Directors’ responsibilities statement

Record plc Annual Report 2024

100

What’s in this section

Independent auditor’s report 102

Consolidated statement of comprehensive income 110

Consolidated statement of financial position 111

Consolidated statement of changes in equity 112

Consolidated statement of cash flows 113

Company statement of financial position 114

Company statement of changes in equity 115

Company statement of cash flows 116

Notes to the financial statements 117

Financial

statements

Record plc Annual Report 2024

101

Additional informationGovernance

Financial statementsStrategic report

Opinion on the financial statements

In our opinion:

• the financial statements give a true

and fair view of the state of the

Group’s and of the Parent Company’s

affairs as at 31 March 2024 and of

the Group’s profit for the year then

ended;

• the Group financial statements

have been properly prepared

in accordance with UK adopted

international accounting standards;

• the Parent Company financial

statements have been properly

prepared in accordance with UK

adopted international accounting

standards and as applied in

accordance with the provisions of

the Companies Act 2006; and

• the financial statements have been

prepared in accordance with the

requirements of the Companies

Act2006.

We have audited the financial

statements of Record Plc (the ‘Parent

Company’) and its subsidiaries

(the ‘Group’) for the year ended

31March2024 which comprise

the consolidated statement

of comprehensive income, the

consolidated and company statements

of financial position, the consolidated

and company statements of changes in

equity, the consolidated and company

statements of cash flows, and notes

to the financial statements, including

a summary of material accounting

policies. The financial reporting

framework that has been applied in

their preparation is applicable law and

UK adopted international accounting

standards and as regards the Parent

Company financial statements,

as applied in accordance with the

provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance

with International Standards on

Auditing (UK) (ISAs (UK)) and applicable

law. Ourresponsibilities under those

standards are further described in the

Auditor’s responsibilities for the audit

of the financial statements section of

our report. We believe that the audit

evidence we have obtained is sufficient

and appropriate to provide a basis

for our opinion. Our audit opinion is

consistent with the additional report

tothe audit committee.

Independence

Following the recommendation of the

audit committee, we were appointed by

the shareholders at the annual general

meeting on 4 August 2020 to audit

the financial statements for the year

ended 31 March 2021 and subsequent

financial periods. The period of total

uninterrupted engagement including

retenders and reappointments is

4 years, covering the years ended

31March 2021 to 31 March 2024.

Weremain independent of the Group

and the Parent Company in accordance

with the ethical requirements that are

relevant to our audit of the financial

statements in the UK, including the

FRC’s Ethical Standard as applied to

listed public interest entities, and

we have fulfilled our other ethical

responsibilities in accordance with

these requirements. The non-audit

services prohibited by that standard

were not provided to the Group or the

Parent Company.

Conclusions relating to

goingconcern

In auditing the financial statements,

we have concluded that the Directors’

use of the going concern basis of

accounting in the preparation of the

financial statements is appropriate. Our

evaluation of the Directors’ assessment

of the Group and the Parent Company’s

ability to continue to adopt the going

concern basis of accounting included:

• Obtaining the Directors’ going

concern assessment which

comprised a cash flow forecast

and reverse stress test and we

tested for arithmetical accuracy.

We considered whether there is a

risk that could plausibly affect the

liquidity or ability of the Group and

the Parent Company to continue to

operate in the going concern period

by comparing severe, but plausible

downside scenarios that could arise

individually and collectively against

the level of available financial

resources indicated by the Group’s

financial forecasts;

• Holding discussions with Directors

on whether events or conditions

exist that, individually or collectively,

may cast significant doubt on the

Group’s and the Parent Company’s

ability to continue as going concerns;

corroborating those discussions

by agreeing information obtained

to supporting documents such as

budgets, cash flow forecasts and

minutes of meetings;

• Assessing the assumptions in the

cash flow forecasts such as revenue

growth rates, future overheads and

regulatory capital requirements and

considering whether the budgeting

and cash flow forecast models

utilised were appropriate. We

reviewed the outcome of the Group

and Company’s prior year budgets

against the actual outcomes

to assess the reasonability of

assumptions applied;

• Considering the impact of

the current challenging and

volatile economic environment

characterised by high interest rates,

inflation rates and cost pressures

on the Group’s and the Company’s

financial performance, business

activities and operations, regulatory

capital, and liquidity. Assessing

the potential impact of reduced

Assets Under Management “AUM”

and revenues on the Group’s and

Company’s profitability and liquidity

including available cash resources;

and

• Reviewing the going concern

disclosures included in the Financial

Statements in order to assess if

the disclosures are consistent

with the Directors’ going concern

assessment and in conformity with

the applicable reporting standards.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events

or conditions that, individually or

collectively, may cast significant doubt

on the Group and the Parent Company’s

ability to continue as a going concern

for a period of at least twelve months

from when the financial statements are

authorised for issue.

In relation to the Parent Company’s

reporting on how it has applied the

UK Corporate Governance Code, we

have nothing material to add or draw

attention to in relation to the Directors’

statement in the financial statements

about whether the Directors considered

it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the

responsibilities of the Directors with

respect to going concern are described

in the relevant sections of this report.

Independent auditor’s report to the members of Record plc

Record plc Annual Report 2024

102

Overview

Coverage 94% (2023: 95%) of Group profit before tax

100% (2023: 100%) of Group revenue

99% (2023: 99%) of Group total assets

Key audit matters

2024 2023

Revenue Recognition

Materiality Group financial statements as a whole

£646,000 (2023: £730,000) based on 5% (2023: 5%) of Profit before tax.

Independent auditor’s report to the members of Record plc

An overview of the scope of our audit

Our Group audit was scoped by

obtaining an understanding of the

Group and its environment, including

the Group’s system of internal

control, and assessing the risks of

material misstatement in the financial

statements. We also addressed the risk

of management override of internal

controls, including assessing whether

there was evidence of bias by the

Directors that may have represented a

risk of material misstatement.

We determined there to be three

significant components which

are UKbased to be Record Group

Services Limited, Record Currency

Management Limited and the Parent

Company which were subject to full

scope auditsperformed by the Group

engagement team.

For the non-significant components,

weperformed desktop reviews and

specific procedures on areas where

there was considered to be a risk

of material misstatement and on

materialbalances.

Climate change

Our work on the assessment of

potential impacts on climate-related

risks on the Group’s operations and

financial statements included:

• Enquiries and challenge of

management to understand the

actions they have taken to identify

climate-related risks and their

potential impacts on the financial

statements and adequately disclose

climate-related risks within the

annual report;

• Our own qualitative risk assessment

taking into consideration the sector

in which the Group operates and how

climate change affects this particular

sector; and

• Review of the minutes of Board and

Audit Committee meetings and other

papers related to climate change

and performed a risk assessment

as to how the impact of the Group’s

commitment as set out on pages

32 and 33 may affect the financial

statements and our audit.

We challenged the extent to which

climate-related considerations,

including the expected cash flows from

the initiatives and commitments have

been reflected, where appropriate,

in management’s going concern

assessment and viability assessment.

We also assessed the consistency of

managements disclosures included as

Statutory Other Information on pages

32 and 33 with the financial statements

and with our knowledge obtained from

the audit. Based on our risk assessment

procedures, we did not identify there

to be any Key Audit Matters materially

impacted by climate-related risks and

related commitments.

Key audit matters

Key audit matters are those matters

that, in our professional judgement,

were of most significance in our audit

of the financial statements of the

current period and include the most

significant assessed risks of material

misstatement (whether or not due

to fraud) that we identified, including

those which had the greatest effect on:

the overall audit strategy, the allocation

of resources in the audit, and directing

the efforts of the engagement team.

These matters were addressed in the

context of our audit of the financial

statements as a whole, and in forming

our opinion thereon, and we do not

provide a separate opinion on these

matters.

Record plc Annual Report 2024

103

Additional informationGovernance

Financial statementsStrategic report

Independent auditor’s report to the members of Record plc continued

An overview of the scope of our audit continued

Key audit matters continued

Key audit matter How the scope of our audit addressed the key auditmatter

Revenue recognition

The Group’s associated

accounting policies are detailed

in note 4 on page 120.

Management fees:

£38.7m (2023: £38.3m)

Performance fees:

£5.8m (2023: £5.8m)

Our audit testing included the following:

• We obtained management’s paper on the revenue recognition policy and assessed

the revenue recognition policy for both management fees and performance fees

against the requirements of the applicable accounting standards.

• For a sample of days, we tested the operating effectiveness of relevant controls

over the receipt and input of customer data into the underlying system for AUM to

assess the daily monitoring checks over the rebalancing process and if exceptions

are resolved.

• With the assistance from our IT specialists, the design, implementation and

operating effectiveness of the IT general controls (“ITGC”) of the key IT applications

used in the revenue reporting process, including the key automated controls within

the IT applications for the full period was tested. Further to this, we tested the

internal reporting systems ability to accurately compute weighted average days and

weighted average AUM exposure levels (running totals) as such information is relied

upon for the calculation of management fee revenue.

• For a sample of new clients onboarded during the year, we tested the existence,

accuracy and completeness of new client static data captured in the internal

reporting system and invoices raised to new client by agreeing inputs to

supportingIMA.

On a sample basis we:

• Obtained management’s fee calculation, discussed the methodology used in the

calculation with management, and agreed the calculation methodology to the

relevantIMAs to assess the reasonableness of the methodology used.

• Agreed the key inputs used in the management fee calculation such as hedge ratios

and fee rates to the IMAs to assess the accuracy of the inputs in the calculation.

• We obtained an understanding of client’s process related to identification

of applicable AUMs and tested a sample of the AUM identified to supporting

documentation to assess the reasonableness of the AUMs used in the calculation

ofmanagement fees.

• Recalculated the management fees by applying the fee rates specified in the IMAs

to the weighted average AUMs which were tested by way of controls. We compared

our results to management calculations, and where differences were identified we

investigated these. We did this to assess the reasonableness of amount recognised

as management fees.

For performance fees on a sample basis we:

• Assessed the accuracy of the input in the calculation by agreeing the key inputs,

including estimated valuations, relevant hurdles and performance obligations and

other terms to supporting documentation such as contracts/IMAs and third party/

custodian supporting documentation.

• Assessed the client’s performance period in the calculation by agreeing to the IMA

and we also assessed the crystallisation of all performance fees recognised.

The Group’s revenue arises from

currency management services

through the provision of currency

and asset management products

as disclosed in Note 4. Revenue

comprises mainly management

fees (85%) and performance

fees(13%).

Revenue recognition in relation

to management fees and

performance fees is a significant

audit risk as it is a key driver of

return to investors and there

is a risk that there could be

manipulation or omission of

amounts recorded.

There is also a risk that

performance fees are not

recognised appropriately

in accordance with the

accountingframework adopted.

For management fees, which are

calculated as weighted average

exposures at the fee rates

specified in the Management

Agreements (“IMAs”), there are

a number of manual procedures,

including identification of

applicable Assets Under

Management (“AUM”).

There is a risk that the data

used in the fee calculation is

manipulated during the manual

process, leading to material

risk of misstatements in

managementfees.

Record plc Annual Report 2024

104

Independent auditor’s report to the members of Record plc continued

Key audit matter How the scope of our audit addressed the key auditmatter

For performance fees, there are

several bespoke and complex

agreements and due to the

manual nature of the calculation

and recognition process, there

is an increased risk in error in

relation to performance fees.

There is also an increased risk

for premature recognition of

performance fees before they

crystallise.

We therefore considered revenue

recognition of management and

performance fees to be a key

audit matter.

• With the assistance of our internal valuation experts, we recalculated the

benchmark performance which was compared to management’s calculations, and

investigated differences, where identified.

• Recalculated the performance fees by recalculating the performance/value-added

of each client’s mandate to that of the benchmark portfolio in the IMA and applying

the fee rates as per the IMA to the computed value added. We compared our results

to that of managements with any differences noted being investigated.

• Agreed performance fees to the customer invoices fee calculation and we also

agreed cash receipts to bank statements.

Key observations:

Based on our procedures performed, we did not identify any matters which would

indicate that revenue arising in respect of management fees and performance fees

hasnot been recognised appropriately.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic

decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower

materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below

these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements,

andthe particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance

materiality as follows:

Group financial statements Parent company financial statements

Materiality

2024

£

2023

£

646,000 730,000

2024

£

2023

£

117,000 127,000

Basis for

determining

materiality

5% of Profit before tax 1% of Total assets

Rationale for the

benchmark applied

As the entity is listed, profit before tax was

considered to be the most appropriate benchmark

for users of the financial statements as it is a

primary measure of performance.

Total assets were considered to be the most

appropriate benchmark as the entity is a holding

company and it is the key financial measure for

users of the financial statements.

Performance

materiality

2024

£

2023

£

419,900 475,000

2024

£

2023

£

76,050 82,600

Rationale for the

percentage applied

for performance

materiality

On the basis of our risk assessments, together with our assessment of the Group’s and Parent

Company’s overall control environment, our judgement was that a performance materiality of 65%

ofmateriality was appropriate.

Record plc Annual Report 2024

105

Additional informationGovernance

Financial statementsStrategic report

Our application of materiality

continued

Component materiality

For the purposes of our Group audit

opinion, we set materiality for each

significant component of the Group,

apart from the Parent Company

whose materiality is set out above,

based on a percentage of between

39% and 99% (2023: 3% and 73%)

of Group materiality dependent on

the size and our assessment of the

risk of material misstatement of that

component. Component materiality

ranged from £117,000 to £640,000

(2023: £20,000 to £530,000). In the

audit of each component, we further

applied performance materiality levels

of 65% (2023: 65%) of the component

materiality to our testing to ensure that

the risk of errors exceeding component

materiality was appropriately

mitigated.

Reporting threshold

We agreed with the Audit Committee

that we would report to them all

individual audit differences in excess

of £12,920 (2023: £14,600) for the

group and £2,340 (2023: £1,500) for

the parent company. We also agreed to

report differences below this threshold

that, in our view, warranted reporting

on qualitative grounds.

Other information

The directors are responsible for

the other information. The other

information comprises the information

included in the annual report other

than the financial statements and our

auditor’s report thereon. Our opinion on

the financial statements does not cover

the other information and, except to the

extent otherwise explicitly stated in

our report, we do not express any form

of assurance conclusion thereon.

Our responsibility is to read the other

information and, in doing so, consider

whether the other information is

materially inconsistent with the

financial statements or our knowledge

obtained in the course of the audit, or

otherwise appears to be materially

misstated. If we identify such material

inconsistencies or apparent material

misstatements, we are required to

determine whether this gives rise to a

material misstatement in the financial

statements themselves. If, based on the

work we have performed, we conclude

that there is a material misstatement of

this other information, we are required

to report that fact.

We have nothing to report in this

regard.

Independent auditor’s report to the members of Record plc continued

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

Going concern and

longer-term viability

• The Directors’ statement with regards to the appropriateness of adopting the going

concern basis of accounting and any material uncertainties identified set out on page 98;

and

• The Directors’ explanation as to their assessment of the Group’s prospects, the period

this assessment covers and why the period is appropriate set out on page 57 and 98.

Other Code provisions

• Directors’ statement on fair, balanced and understandable set out on page 75;

• Board’s confirmation that it has carried out a robust assessment of the emerging and

principal risks set out on page 52;

• The section of the annual report that describes the review of effectiveness of risk

management and internal control systems set out on pages 52, 53 and 75; and

• The section describing the work of the audit committee set out on pages 72 to 76.

Record plc Annual Report 2024

106

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the

Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and

Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial

year for which the financial statements are prepared is consistent with the financial

statements; and

• the Strategic report and the Directors’ report have been prepared in accordance with

applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and

its environment obtained in the course of the audit, we have not identified material

misstatements in the strategic report or the Directors’ report.

Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Corporate governance

statement

In our opinion, based on the work undertaken in the course of the audit the information

about internal control and risk management systems in relation to financial reporting

processes and about share capital structures, given in compliance with rules 7.2.5 and

7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial

Conduct Authority (the FCA Rules), is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company

and its environment obtained in the course of the audit, we have not identified material

misstatements in this information.

In our opinion, based on the work undertaken in the course of the audit information

about the Parent Company’s corporate governance code and practices and about its

administrative, management and supervisory bodies and their committees complies with

rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

We have nothing to report arising from our responsibility to report if a corporate governance

statement has not been prepared by the Parent Company.

Matters on which we

are required to report by

exception

We have nothing to report in respect of the following matters in relation to which the

Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns

adequate for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ remuneration

report to be audited are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Independent auditor’s report to the members of Record plc continued

Record plc Annual Report 2024

107

Additional informationGovernance

Financial statementsStrategic report

Responsibilities of Directors

As explained more fully in the

Directors’ responsibilities statement,

the Directors are responsible for the

preparation of the financial statements

and for being satisfied that they give a

true and fair view, and for such internal

control as the Directors determine is

necessary to enable the preparation of

financial statements that are free from

material misstatement, whether due to

fraud or error.

In preparing the financial statements,

the Directors are responsible for

assessing the Group’s and the Parent

Company’s ability to continue as a

going concern, disclosing, as applicable,

matters related to going concern

and using the going concern basis of

accounting unless the Directors either

intend to liquidate the Group or the

Parent Company or to cease operations,

or have no realistic alternative but to

do so.

Auditor’s responsibilities for the

audit of the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from

material misstatement, whether due to

fraud or error, and to issue an auditor’s

report that includes our opinion.

Reasonable assurance is a high level

of assurance, but is not a guarantee

that an audit conducted in accordance

with ISAs (UK) will always detect a

material misstatement when it exists.

Misstatements can arise from fraud

or error and are considered material

if, individually or in the aggregate,

they could reasonably be expected

to influence the economic decisions

of users taken on the basis of these

financial statements.

Extent to which the audit was

capable of detecting irregularities,

including fraud

Irregularities, including fraud, are

instances of non-compliance with laws

and regulations. We design procedures

in line with our responsibilities,

outlined above, to detect material

misstatements in respect of

irregularities, including fraud.

Theextent to which our procedures

are capable of detecting irregularities,

including fraud is detailed below:

Non-compliance with laws and

regulations

Based on:

• Our understanding of the Group and

the industry in which it operates;

• Discussion with management and

those charged with governance; and

• Obtaining and understanding of the

Group’s policies and procedures

regarding compliance with laws and

regulations;

we considered the significant laws and

regulations to be the UK Adopted IFRS,

UK tax legislation, Listing Rules and the

Companies Act 2006.

The Group is also subject to laws and

regulations where the consequence of

non-compliance could have a material

effect on the amount or disclosures in

the financial statements, for example

through the imposition of fines or

litigations. We identified such laws

and regulations to be permissions

and supervisory requirements of the

Financial Conduct Authority (‘FCA’).

Our procedures in respect of the above

included:

• Review of minutes of meeting of

those charged with governance for

any instances of non-compliance

with laws and regulations;

• Review of correspondence with

regulatory and tax authorities for

any instances of non-compliance

with laws and regulations;

• Review of financial statement

disclosures and agreeing to

supporting documentation;

• Involvement of tax specialists

intheaudit; and

• Review of legal expenditure

accounts to understand the nature

of expenditure incurred.

Fraud

We assessed the susceptibility of

the financial statements to material

misstatement, including fraud. Our risk

assessment procedures included:

• Enquiry with management and those

charged with governance regarding

any known or suspected instances

of fraud;

• Obtaining an understanding of the

Group’s policies and procedures

relating to:

• Detecting and responding to the

risks of fraud; and

• Internal controls established to

mitigate risks related to fraud.

• Review of minutes of meeting of

those charged with governance for

any known or suspected instances

of fraud;

• Discussion amongst the engagement

team as to how and where fraud

might occur in the financial

statements;

• Performing analytical procedures to

identify any unusual or unexpected

relationships that may indicate risks

of material misstatement due to

fraud; and

• Considering remuneration incentive

schemes and performance targets

and the related financial statement

areas impacted by these.

Based on our risk assessment, we

considered the areas most susceptible

to fraud to be management override

of controls, revenue recognition

and management bias in accounting

estimates including the valuation of

share-based payments.

Independent auditor’s report to the members of Record plc continued

Record plc Annual Report 2024

108

Independent auditor’s report to the members of Record plc continued

Our procedures in respect of the above

included:

• Testing a sample of journal

entries throughout the year,

which met a defined risk criteria

such as least used accounts,

transactions containing key

words like error, unusual revenue

journals by agreeing to supporting

documentation and assessing

whether the journals processed

had a valid business reason, are

appropriate for the nature of the

business, are recorded in correct

account and correct accounting

period and, whether they were

appropriately authorised;

• Assessing significant estimates

made by management for bias in

valuation of share options and

performance fees open trades

valuation;

• Engaging audit experts to provide

an independent valuation of the

share options and open trades and

challenging management on the

judgemental areas; and

• The procedures set out in the Key

Audit Matters section above.

We also communicated relevant

identified laws and regulations and

potential fraud risks to all engagement

team members who were all deemed

to have appropriate competence and

capabilities and remained alert to any

indications of fraud or non-compliance

with laws and regulations throughout

the audit.

Our audit procedures were designed

to respond to risks of material

misstatement in the financial

statements, recognising that the risk of

not detecting a material misstatement

due to fraud is higher than the risk

of not detecting one resulting from

error, as fraud may involve deliberate

concealment by, for example, forgery,

misrepresentations or through

collusion. There are inherent limitations

in the audit procedures performed and

the further removed non-compliance

with laws and regulations is from the

events and transactions reflected in

the financial statements, the less likely

we are to become aware of it.

A further description of our

responsibilities is available on

the Financial Reporting Council’s

website at: www.frc.org.uk/

auditorsresponsibilities. This

description forms part of our

auditor’sreport.

Use of our report

This report is made solely to the Parent

Company’s members, as a body, in

accordance with Chapter 3 of Part 16

of the Companies Act 2006. Our audit

work has been undertaken so that we

might state to the Parent Company’s

members those matters we are

required to state to them in an auditor’s

report and for no other purpose. To the

fullest extent permitted by law, we do

not accept or assume responsibility to

anyone other than the Parent Company

and the Parent Company’s members

as a body, for our audit work, for this

report, or for the opinions we have

formed.

Orla Reilly (Senior Statutory Auditor)

For and on behalf of BDO LLP,

StatutoryAuditor

London, UK

27 June 2024

BDO LLP is a limited liability partnership

registered in England and Wales (with

registered number OC305127).

Record plc Annual Report 2024

109

Additional informationGovernance

Financial statementsStrategic report

Consolidated statement of comprehensive income

Year ended 31 March 2024

| | 2024 | 2023
| Note | £’000 | £’000
Revenue | 4 | 45,378 | 4 4, 689
Cost of sales | | (8 2) | (3 7)
Gross profit | | 45,296 | 44,652
Administrative expenses | 5 | (3 0 ,74 6) | (29,888)
Other expense | 5 | (15) | (2 9 3)
Operating profit prior to impairment of intangible assets | | 14, 535 | 1 4 ,47 1
Impairment of intangible assets | 11 | (1,937) | —
Operating profit | | 12 , 598 | 1 4 , 47 1
Finance income | | 39 4 | 18 2
Finance expense | | (8 1) | (5 5)
Profit before tax | | 12,911 | 14, 598
Taxation | 7 | (3 , 6 5 8) | (3 ,259)
Profit after tax | | 9, 2 53 | 1 1,339
Foreign exchange gains on translation of foreign operations | | 13 | —
Other comprehensive income that may be reclassified subsequently to profit and loss | | 13 | —
Total comprehensive income for the year net of tax | | 9,2 66 | 1 1,339

Profit and total comprehensive income for the year attributable to

Equity holders of the parent

9,2 7 1

1 1,339

Non-controlling interest | | (5) | —
| | 9,2 66 | 1 1,339

Earnings per share for profit attributable to the equity holders of the parent during

the year

Basic earnings per share (pence per share) | 8 | 4.84 | 5.95
Diluted earnings per share (pence per share) | 8 | 4 .7 8 | 5.81

Export table

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

110

Consolidated statement of financial position

As at 31 March 2024

| | 2024 | 2023
| Note | £’000 | £’000
Non-current assets | | |
Intangible assets | 11 | 11 | 1,390
Right-of-use assets | 12 | 1 74 | 1,011
Property, plant and equipment | 13 | 193 | 37 7
Investments | 14 | 4,9 49 | 4,90 1
Deferred tax assets | 16 | 168 | 134
Total non-current assets | | 5,495 | 7, 8 1 3
Current assets | | |
Trade and other receivables | 17 | 13,022 | 14, 37 3
Derivative financial assets | 18 | 63 | 54
Money market instruments | 19 | 8,264 | 4, 5 49
Cash and cash equivalents | 19 | 9,2 21 | 9,94 8
Total current assets | | 30,5 70 | 28,924
Total assets | | 36,065 | 3 6 ,7 3 7
Current liabilities | | |
Trade and other payables | 20 | (4 , 9 3 0) | (6 , 0 1 1)
Corporation tax liabilities | 20 | (1, 86 5) | (1 , 3 2 9)
Provisions | 21 | (1 2 2) | —
Lease liabilities | 12 | (10 6) | (28 5)
Derivative financial liabilities | 18 | (9) | (5)
Total current liabilities | | (7, 0 3 2) | (7 ,630)
Non-current liabilities | | |
Provisions | 21 | — | (1 2 2)
Lease liabilities | 12 | (7 9) | (6 9 4)
Total non-current liabilities | | (7 9) | (8 1 6)
Total net assets | | 28,95 4 | 28 ,291
Equity | | |
Issued share capital | 22 | 50 | 50
Share premium account | | 1,809 | 1,80 9
Capital redemption reserve | | 26 | 26
Foreign currency translation reserve | | 13 | —
Retained earnings | | 2 7, 0 5 1 | 26 ,4 0 6
Equity attributable to the equity holders of the parent | | 2 8, 949 | 28, 291
Non-controlling interests | | 5 | —
Total equity | | 28,954 | 28, 291

Export table

Approved by the Board on 27 June 2024 and signed on its behalf by:

David Morrison Steve Cullen

Chairman Chief Financial Officer

Company registered number: 1927640

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

111

Additional informationGovernance

Financial statementsStrategic report

Consolidated statement of changes in equity

Year ended 31 March 2024

| | | | | Foreign | | Equity | |
| | | Share | Capital | currency | | attributable to | Non- |
| | Called-up | premium | redemption | translation | Retained | equity holders | controlling | Total
| | share capital | account | reserve | reserve | earnings | of the parent | interest | equity
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
As at 1 April 2023 | | 50 | 1,809 | 26 | — | 26 ,4 06 | 28,29 1 | — | 28,29 1

Profit and total comprehensive

income for the year

—

—

—

13

9,2 58

9, 27 1

(5)

9, 26 6

Non-controlling interest | | | | | | | | |
acquired in subsidiaries | | — | — | — | — | — | — | 10 | 10
Dividends paid | 9 | — | — | — | — | (1 0 ,1 1 3) | (1 0 ,1 1 3) | — | (1 0 ,1 1 3)
Own shares acquired by EBT | | — | — | — | — | (1, 2 6 6) | (1 , 2 6 6) | — | (1, 2 6 6)
Release of shares held by EBT | | — | — | — | — | 2,58 4 | 2,584 | — | 2,58 4
Tax on share-based payments | | — | — | — | — | (8 6) | (8 6) | — | (8 6)
Other share-based payment | | | | | | | | |
reserve movements | | — | — | — | — | 268 | 26 8 | — | 268
Transactions with shareholders | | — | — | — | — | (8 , 6 1 3) | (8 , 6 1 3) | 10 | (8 , 6 0 3)
As at 31 March 2024 | | 50 | 1,809 | 26 | 13 | 2 7, 0 5 1 | 28,9 49 | 5 | 2 8,95 4

Export table

Year ended 31 March 2023

| | | | | Foreign | | Equity | |
| | | Share | Capital | currency | | attributable to | Non- |
| | Called-up | premium | redemption | translation | Retained | equity holders | controlling | Total
| | share capital | account | reserve | reserve | earnings | of the parent | interest | equity
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
As at 1 April 2022 | | 50 | 1,80 9 | 26 | — | 24 ,0 45 | 25 ,930 | — | 2 5,93 0

Profit and total comprehensive

income for the year

—

—

—

—

11, 339

11, 339

—

11, 339

Dividends paid | 9 | — | — | — | — | (9 , 0 9 5) | (9 , 0 9 5) | — | (9 , 0 9 5)
Own shares acquired by EBT | | — | — | — | — | (3 , 5 7 2) | (3 , 5 7 2) | — | (3 , 5 7 2)
Release of shares held by EBT | | — | — | — | — | 2,26 8 | 2,26 8 | — | 2,26 8
Tax on share-based payments | | — | — | — | — | 300 | 300 | — | 30 0
Other share-based payment | | | | | | | | |
reserve movements | | — | — | — | — | 1 ,1 2 1 | 1 ,12 1 | — | 1 ,1 2 1
Transactions with shareholders | | — | — | — | — | (8 , 9 7 8) | (8 , 9 7 8) | — | (8 , 9 7 8)
As at 31 March 2023 | | 50 | 1,80 9 | 26 | — | 2 6 ,4 06 | 28, 291 | — | 28,291

Export table

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

112

Consolidated statement of cash flows

Year ended 31 March 2024

| | | Restated
| | 2024 | 2023
| Note | £’000 | £’000
Net cash inflow from operating activities | 26 | 13 ,05 5 | 10, 5 41
Cash flows from investing activities | | |
Purchase of intangible assets | 11 | (7 8 9) | (9 6 4)
Purchase of property, plant and equipment | 13 | (2 9) | (2 7 2)
Purchase of investments | 14 | (1,080) | (3 , 5 7 0)
Redemption of bonds | 14 | 753 | 1,607
Redemption of other investments | 14 | 1 ,1 4 4 | 881
(Purchase)/disposal of money market instruments | | (3 ,7 1 5) | 9, 36 3
Interest received | | 360 | 181
Net cash (outflow)/inflow from investing activities | | (3 , 3 5 6) | 7, 2 2 6
Cash flows from financing activities | | |
Lease principal payments | 12 | (2 8 8) | (3 1 5)
Lease interest payments | 12 | (3 3) | (55)
Purchase of own shares | 33 | — | (1 , 8 5 0)
Dividends paid to equity shareholders | 9 | (1 0 ,1 13) | (9 , 0 9 5)
Net cash outflow from financing activities | | (1 0 , 4 3 4) | (1 1, 3 1 5)
Net increase/(decrease) in cash and cash equivalents in the year | | (7 35) | 6 ,45 2
Exchange gains | | 8 | 151
Cash and cash equivalents at the beginning of the year | | 9,9 48 | 3 , 3 45
Cash and cash equivalents at the end of the year | | 9,2 2 1 | 9,9 4 8
Closing cash and cash equivalents consist of: | | |
Cash | | 4,954 | 6,4 0 5
Cash equivalents | | 4,267 | 3 , 5 43
Cash and cash equivalents | 19 | 9, 22 1 | 9,948

Export table

1

1

1. See note 33 for details of the presentational adjustment resulting in the restatement of prior year amounts.

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

113

Additional informationGovernance

Financial statementsStrategic report

Company statement of financial position

As at 31 March 2024

Note

2024

£’000

2023

£’000

Non-current assets

Right-of-use assets 12 68 871

Property, plant and equipment 70 99

Investments 14 10,843 9,062

Total non-current assets 10,981 10,032

Current assets

Corporation tax 195 16

Trade and other receivables 17 711 2,428

Cash and cash equivalents 19 214 213

Total current assets 1,120 2,657

Total assets 12,101 12,689

Current liabilities

Trade and other payables 20 (7,176) (4,955)

Lease liabilities 12 (71) (251)

Provisions 21 (122) —

Total current liabilities (7,369) (5,206)

Non-current liabilities

Lease liabilities 12 — (583)

Deferred tax liabilities (124) (11)

Provisions 21 — (122)

Total non-current liabilities (124) (716)

Total net assets 4,608 6,767

Equity

Issued share capital 22 50 50

Share premium account 1,809 1,809

Capital redemption reserve 26 26

Retained earnings 2,723 4,882

Total equity 4,608 6,767

The Company’s total comprehensive income for the year (which is principally derived from intra-group dividends) was

£6,809,523 (2023: £10,614,915).

Approved by the Board on 27 June 2024 and signed on its behalf by:

David Morrison Steve Cullen

Chairman Chief Financial Officer

Company registered number: 1927640

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

114

Company statement of changes in equity

Year ended 31 March 2024

Note

Called-up

share capital

£’000

Share

premium

account

£’000

Capital

redemption

reserve

£’000

Retained

earnings

£’000

Total

shareholders’

equity

£’000

As at 1 April 2023 50 1,809 26 4,882 6,767

Profit and total comprehensive income for the year — — — 6,810 6,810

Dividends paid 9 — — — (10,113) (10,113)

Share option reserve movement — — — 1,144 1,144

Transactions with shareholders — — — (8,969) (8,969)

As at 31 March 2024 50 1,809 26 2,723 4,608

Year ended 31 March 2023

Note

Called-up

share capital

£’000

Share

premium

account

£’000

Capital

redemption

reserve

£’000

Retained

earnings

£’000

Total

shareholders’

equity

£’000

As at 1 April 2022 50 1,809 26 2,446 4,331

Profit and total comprehensive income for the year — — — 10,615 10,615

Dividends paid 9 — — — (9,095) (9,095)

Share option reserve movement — — — 916 916

Transactions with shareholders — — — (8,179) (8,179)

As at 31 March 2023 50 1,809 26 4,882 6,767

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

115

Additional informationGovernance

Financial statementsStrategic report

Company statement of cash flows

Year ended 31 March 2024

Note

2024

£’000

2023

£’000

Net cash inflow from operating activities 26 1,555 2,166

Cash flows from investing activities

Dividends received 7,700 10,500

Purchase of property, plant and equipment — (116)

Investment in equity reserve of subsidiary — (1,095)

Purchase of investments (13) (1,869)

Redemption of investments 1,144 —

Interest received 8 1

Net cash inflow from investing activities 8,839 7,421

Cash flows from financing activities

Lease principal payments 12 (253) (280)

Lease interest payments 12 (27) (43)

Dividends paid to equity shareholders 9 (10,113) (9,095)

Net cash outflow from financing activities (10,393) (9,418)

Net increase in cash and cash equivalents in the year 1 170

Exchange losses — —

Cash and cash equivalents at the beginning of the year 213 43

Cash and cash equivalents at the end of the year 214 213

Closing cash and cash equivalents consist of:

Cash 214 213

Cash equivalents — —

Cash and cash equivalents 19 214 213

The notes on pages 117 to 146 are an integral part of these consolidated financial statements.

Record plc Annual Report 2024

116

Notes to the financial statements for the year ended 31 March 2024

1. Accounting policies

In order to provide more clarity to the notes to the financial statements, accounting policy descriptions appear at the beginning

of the note to which they relate.

The material accounting policies adopted in the preparation of these consolidated financial statements are set out in the notes

below. These policies have been consistently applied to all periods presented unless otherwise stated.

1.1 Basis of preparation

The Group financial statements have been prepared in accordance with UK adopted international accounting standards and

the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial

statements have been prepared on a going concern basis.

The financial statements have been prepared on a historical cost basis, modified to include fair valuation of derivative financial

instruments. Investments are measured at fair value through profit or loss.

The accounting policies have been applied consistently to all periods presented in these financial statements and by all Group

entities, unless otherwise stated. The financial statements of subsidiary undertakings are coterminous with those of Record

plc, referred to as the “Company”.

1.2 Changes to international accounting policies

The following amendments and interpretations became effective during the year. Their adoption has not had any significant

impact on the Group.

| | Effective from
IAS 1 | Presentation of Financial Statements (Amendments) | 1 January 2023
IAS 8 | Accounting Policies, Changes in Accounting Estimates and Errors (Amendments) | 1 January 2023

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective

at the year-end date.

1.3 Basis of consolidation

The consolidated financial information contained within the financial statements incorporates financial statements of the

Company, its subsidiaries and share in the results of its joint ventures drawn up to 31 March 2024.

Subsidiaries are entities controlled by the Company and are included from the date that control commences until the date that

control ceases. Control is achieved where the Company is exposed to, or has rights over, variable returns from its involvement

with the entity and it has the power to affect those returns.

The Record plc Employee Benefit Trust (“EBT”) has been established for the purpose of satisfying certain share-based

awards. As the Group has “de facto” control over this special purpose entity, the trust is fully consolidated within the financial

statements. The movements in the EBT are disclosed in the statement of changes in equity as own shares acquired and

released by the EBT. This includes net settlements, through which employees have the option to sell back shares to cover

the exercise price and tax liabilities arising as a result of exercising share awards. As the amounts are netted off, there are

no cash movements.

Joint ventures are entities in which the Group has an investment where it has contractually agreed to share control of

the business and where the major decisions require the unanimous consent of the joint partners. The results, as well

as the assets and liabilities of joint ventures, are incorporated in the consolidated financial statements using the equity

method of accounting. The Group’s share of post-tax profits or losses is recognised in the consolidated statement of

comprehensive income.

All intra-group transactions, balances, income, expenses and dividends are eliminated on consolidation.

The Company is taking advantage of the exemption under the Companies Act 2006 s408(1) not to present its individual

statement of comprehensive income and related notes that form part of the financial statements. The Company and its

subsidiaries are collectively referred to as the “Group”; the Group’s total comprehensive income for the year includes a profit

of £6,809,523 attributable to the Company (FY-23: £10,614,915). The Company’s principal activity is that of a holding company.

1.4 Going concern

The Directors are satisfied that the Company and the Group have adequate resources with which to continue to operate for

the foreseeable future. In arriving at this conclusion, the Directors have considered various assessments including capital

and liquidity positions, the current economic and geopolitical environment and the market in which the Group operates, and

its stakeholders. These assessments show that the Group should be able to operate at adequate levels of both liquidity and

capital for at least twelve months from the date of signing this report.

Consequently, the Directors have reasonable expectation that the Group has adequate financial resources to continue

operations for at least twelve months from the date of signing the report, and therefore have continued to adopt the going

concern basis in preparing the financial statements.

Record plc Annual Report 2024

117

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

1. Accounting policies continued

1.5 Foreign currencies

The financial statements are presented in sterling (£), which is the functional currency of the parent company. Foreign

currency transactions are translated into the functional currency of the parent company using prevailing exchange rates

which are updated on a monthly basis. Foreign exchange gains and losses resulting from the settlement of such transactions

and from the remeasurement of monetary items at year-end exchange rates are recognised in the statement of comprehensive

income under “other income or expense”.

The functional currency of Record Asset Management GmbH and RAM Strategies GmbH has changed from sterling to euro,

due to changes in their economic environment as they begin to generate revenue. The change in functional currency of these

subsidiaries has been applied prospectively from 1 January 2024. On consolidation, the results of foreign operations are

translated into sterling at rates approximating to those when the transactions took place. The assets and liabilities of foreign

operations are translated at the period-end spot rate. Exchange differences arising on translating the opening net assets at

opening rate and the results of overseas operations at monthly average rate are recognised in other comprehensive income,

and accumulated in the foreign currency translation reserve.

1.6 Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the

financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets

expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised

when it is extinguished, discharged, cancelled or expires.

1.7 Impairment of assets

The Group assesses whether there is any indication that any of its assets have been impaired at least annually. If such an

indication exists, the asset’s recoverable amount is estimated and compared to its carrying value.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.

Impairment losses are recognised in profit or loss.

1.8 Segmental reporting

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed

by the Group’s Chief Operating Decision Maker (“CODM”) in order to allocate resources to the segments and to assess their

performance. The CODM is considered to be the Board of Directors.

As a result of the diversification and growth of the Group’s operations into asset management, the Group has identified two

reportable segments: Currency Management and Asset Management.

2. Critical accounting estimates and judgements

The preparation of the financial statements in accordance with IFRS requires management to make accounting estimates and

judgements that affect the application of the Group’s accounting policies and reported amounts.

The estimates and associated assumptions are based on historical experience and various other factors including expectations

of future events that are believed to be reasonable under the circumstances, the results of which form the basis of making

judgements about carrying values of assets and liabilities that are not readily apparent from other sources. As a consequence,

actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision

and future periods if the revision affects both current and future periods.

The key areas involving estimates and judgements have been set out below, and detailed further within the respective notes:

Area | Note | Related estimates and judgements
Impairment of assets | 1.7, 11 | Impairment indicators and recoverable amounts
Intangible assets | 11 | Qualifying expenditure and amortisation
Leases | 12 | Discount rate
Provisions | 21 | Consideration required to settle future obligations
Share-based payments | 16, 23 | Fair value of share options and related deferred tax
Fair value of investments | 25 | Valuation methodology and inputs, and input level allocation
Basis of consolidation | 28 | Interests in unconsolidated structured entities

Record plc Annual Report 2024

118

Notes to the financial statements for the year ended 31 March 2024 continued

3. Segmental analysis

The Board and management team of the Group are beginning to organise and report on the performance of the business by

Currency Management and Asset Management segments. This will recognise both the current and anticipated future growth

in revenues as well as the difference in contribution and risk levels across both segments.

The Currency Management segment comprises bespoke solutions to clients including Passive Hedging, Dynamic Hedging,

Hedging for Asset Managers, and FX Alpha products.

The Asset Management segment principally comprises investment management services for products including EM debt

and Custom Solutions.

3.1 Operating segments

The majority of activities and revenues in FY-24 are derived from operations within the Currency Management segment.

However, with further product launches and continued interest from clients anticipated in the Asset Management segment,

the expectation is for this segment to become more significant in the future.

Operating profit per segment is not presented, as such information is not presented on a regular basis to the Group’s CODM.

Therefore, for FY-24, these are not yet considered to be operating segments. The operating segmental information will,

however, be presented to the Group’s CODM from FY-25 onwards, thus transitioning these segments into operating segments.

For FY-24, only revenue is reviewed by the CODM. Currency Management revenue totalled £33.9 million for the period, and

Asset Management revenue totalled £11.5 million for the period. Note 4 provides further detail on this.

3.2 Segment assets and liabilities

Segment assets and liabilities are not presented, as such information is not presented on a regular basis to the Group’s CODM.

4. Revenue

Revenue comprises the fair value of the consideration received or receivable for the provision of currency management

services. Our revenues typically arise from charging management fees, performance fees and other currency services income

and are accounted for in accordance with IFRS 15 – “Revenue from Contracts with Customers”.

Management fees and other currency services income are recorded on a monthly basis as the service occurs; there are no

other performance obligations (excluding standard duty of care requirements). Management fees are calculated as an agreed

percentage of the Assets Under Management (“AUM”) denominated in the client’s chosen base currency. The percentage varies

depending on the nature of services and the level of AUM. Management fees are typically invoiced to the customer quarterly

with receivables recognised for unpaid invoices. Fees are recognised on a monthly basis, based on the agreed fee rate and AUM

over the period.

The Group is entitled to earn performance fees from some clients where the performance of the clients’ mandates exceeds

defined benchmarks over a set time period, and are recognised when the fee amount can be estimated reliably and it is highly

probable that it will not be subject to significant reversal. Performance fee revenues are not considered to be highly probable

until the end of a contractual performance period and therefore are not recognised until they crystallise, at which time they

are payable by the client and cannot be clawed back. There are no other performance obligations or services provided which

suggest these have been earned either before or after crystallisation date.

Record plc Annual Report 2024

119

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

4. Revenue continued

4.1 Revenue by product type

| | 2024 | | | 2023 |
| Currency | Asset | | Currency | Asset |
| Management | Management | Total | Management | Management | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Dynamic Hedging | 13,719 | — | 13,719 | 12,013 | — | 12,013
Passive Hedging | 9,720 | — | 9,720 | 10,464 | — | 10,464
Hedging for asset managers | 2,886 | — | 2,886 | 2,448 | — | 2,448
FX Alpha | 1,250 | — | 1,250 | 1,628 | — | 1,628
EM Debt | — | 4,793 | 4,793 | — | 5,161 | 5,161
Custom solutions | — | 6,327 | 6,327 | — | 6,584 | 6,584
Management fees | 27,575 | 11,120 | 38,695 | 26,553 | 11,745 | 38,298
Passive Hedging | 2,898 | — | 2,898 | 5,805 | — | 5,805
FX Alpha | 2,942 | — | 2,942 | — | — | —
Performance fees | 5,840 | — | 5,840 | 5,805 | — | 5,805
Other services income | 439 | 404 | 843 | 520 | 66 | 586
Total revenue | 33,854 | 11,524 | 45,378 | 32,878 | 11,811 | 44,689

Management fees are recognised at a point in time and are invoiced typically on a quarterly basis, although Record may invoice

fees monthly for some of its larger clients. Performance fees are recognised when they crystallise and can be invoiced on a

quarterly, six-monthly or annual basis, as agreed with our clients. Other services income includes Currency Management fees

from signal hedging and fiduciary execution, as well as Asset Management distribution fees.

4.2 Revenue by geographical analysis

All revenue received during the period was for services provided by Group companies situated in the UK and Germany.

The following geographical analysis of revenue is based on the destination i.e. the location of the client to whom the services

are provided. Other relates to a number of regions that are individually immaterial.

| 2024 | 2023
Revenue by geographical region | £’000 | £’000
Management and performance fee income | |
UK | 2,593 | 2,545
US | 15,652 | 14,179
Switzerland | 15,281 | 16,985
Europe (excluding UK and Switzerland) | 8,049 | 9,339
Other | 3,803 | 1,641
Total revenue | 45,378 | 44,689

4.3 Major clients

During the year ended 31 March 2024, two Currency Management clients individually accounted for more than 10% of the

Group’s revenue. The two largest clients generated revenues of £6.7 million and £4.8 million in the year (FY-23: four clients

generated revenues of more than 10% totalling £6.6 million, £6.3 million, £5.2 million, and £4.9 million in the year).

Record plc Annual Report 2024

120

Notes to the financial statements for the year ended 31 March 2024 continued

5. Operating profit

Operating profit for the year is stated after charging/(crediting):

| 2024 | 2023
| £’000 | £’000
Administrative expenses | |
Staff costs | 19,404 | 20,412
Other staff-related costs | 1,778 | 1,545
IT and technology | 4,584 | 3,582
Auditor’s remuneration | |
Fees payable to the Group’s auditor for the audit of the Company’s annual accounts | 188 | 134
Fees payable to the Group’s auditor for the audit of subsidiary undertakings | 268 | 191
Audit-related assurance services required by law or regulation | 9 | 6
Other non-audit services | 16 | 15
Other professional fees | 1,888 | 1,775
Occupancy | 989 | 1,111
Travel and marketing | 899 | 668
Depreciation of right-of-use assets | 278 | 375
Depreciation of property, plant and equipment | 213 | 285
Amortisation of intangibles | 232 | 135
Impairment of intangible assets | 1,937 | —
Other income or expense | |
(Gain)/loss on forward FX contracts held to hedge cash flow | (252) | 800
Other exchange losses/(gains) | 360 | (289)
Investment gains | (93) | (218)

Of the above auditor’s remuneration, audit-related services for the year totalled £455,500 (FY-23: £325,000).

6. Staff costs

The average number of employees, including Directors, employed by the Group during the year was:

| 2024 | 2023
Corporate | 6 | 6
Client relationships | 13 | 13
Investment research | 20 | 18
Operations | 34 | 31
Risk management | 6 | 5
Support | 17 | 15
Annual average | 96 | 88

The aggregate costs of the above employees, including Directors, were as follows:

| 2024 | 2023
| £’000 | £’000
Wages and salaries | 14,792 | 14,540
Social security costs | 2,007 | 2,295
Pension costs | 817 | 686
Other employment benefit costs | 1,788 | 2,891
Aggregate staff costs | 19,404 | 20,412

Other employment benefit costs include share-based payments, share option costs, and costs relating to the Record plc Share

Incentive Plan.

There are no Company staff costs.

Record plc Annual Report 2024

121

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

7. Taxation – Group

Current tax is the tax currently payable based on taxable profit for the year. Current income tax assets and/or liabilities

comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods that

are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial

statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted

by the end of the reporting period.

| 2024 | 2023
| £’000 | £’000
UK current year charge | 3,723 | 2,961
Overseas taxes | 66 | 64
Prior year adjustments | 48 | 175
Current tax charge | 3,837 | 3,200
Origination and reversal of temporary differences | (151) | 76
Prior year adjustment | (28) | (17)
Total deferred tax | (179) | 59
Tax on profit on ordinary activities | 3,658 | 3,259

The total charge for the year can be reconciled to the accounting profit as follows:

| 2024 | 2023
| £’000 | £’000
Profit before taxation | 12,911 | 14,598
Taxation at the standard rate of tax in the UK of 25% (2023: 19%) | 3,228 | 2,774
Tax effects of: | |
Other disallowable expenses and non-taxable income | 106 | 164
Deferred tax asset not recognised on start-up entities | 199 | 146
Different tax rates on subsidiary undertakings | 104 | 15
Prior year adjustment | 21 | 160
Total tax expense | 3,658 | 3,259
The tax expense comprises: | |
Current tax expense | 3,837 | 3,200
Deferred tax (credit)/expense | (179) | 59
Total tax expense | 3,658 | 3,259

The standard rate of UK corporation tax for the year is 25% (FY-23: 19%). A full corporation tax computation is prepared at

the year end. The actual charge as a percentage of the profit before tax may differ from the underlying tax rate. Differences

typically arise as a result of capital allowances differing from depreciation charged, and certain types of expenditure not being

deductible for tax purposes. Other differences may also arise. The rate increased to 25% from 1 April 2023.

The tax charge for the year ended 31 March 2024 was 28% of profit before tax (FY-23: 22%). Other temporary differences for

the year ended 31 March 2024 include the impact of deferred tax credit of £179k (FY-23: expense of £59k).

Record plc Annual Report 2024

122

Notes to the financial statements for the year ended 31 March 2024 continued

8. Earnings per share

Basic earnings per share is calculated by dividing the profit after tax for the financial year attributable to equity holders of the

parent by the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share is calculated as for the basic earnings per share with a further adjustment to the weighted average

number of ordinary shares to reflect the effects of all potential dilution.

There is no difference between the profit for the financial year attributable to equity holders of the parent used in the basic

and diluted earnings per share calculations.

| 2024 | 2023
Weighted average number of shares used in calculation of basic earnings per share | 191,509,539 | 190,483,365
Effect of potential dilutive ordinary shares – share options | 2,174,866 | 4,830,186
Weighted average number of shares used in calculation of diluted earnings per share | 193,684,405 | 195,313,551
| pence | pence
Basic earnings per share | 4.84 | 5.95
Diluted earnings per share | 4.78 | 5.81

The potential dilutive shares relate to the share options, JSOP and LTIP awards granted in respect of the Group’s Share Scheme

(see note 23). There were share options, JSOP and LTIP awards in place at the beginning of the year over 14,724,582 shares.

During the year 1,915,336 share options were exercised, 633,125 JSOP awards vested and a further 1,319,230 share options and

LTIP awards lapsed or were forfeited. The Group granted 3,335,000 share options and LTIP awards over 1,641,000 shares with

a potentially dilutive effect during the year. Of the 15,832,891 share options, JSOP and LTIP awards in place at the end of the

period, 13,331,655 have a dilutive impact at the year end.

9. Dividends

Ordinary, special and interim dividends are recognised in the financial statements when paid. Final ordinary dividends are

required to be approved by shareholders.

The dividends paid by the Group during the year ended 31 March 2024 totalled £10,113,174 (5. 28 pence per share), which

comprised a final dividend in respect of the year ended 31 March 2023 of £4,678,947 (2.45 pence per share), a special dividend

in respect of the year ended 31 March 2023 of £1,298,647 (0.68 pence per share) and an interim dividend for the year ended

31 March 2024 of £4,135,580 (2.15 pence per share).

The dividends paid by the Group during the year ended 31 March 2023 totalled £9,095,232 (4.77 pence per share), which

comprised a final dividend in respect of the year ended 31 March 2022 of £3,420,850 (1.8 pence per share), a special dividend

in respect of the year ended 31 March 2022 of £1,748,435 (0.92 pence per share) and an interim dividend for the year ended

31 March 2023 of £3,925,947 (2.0 5 pence per share).

For the year ended 31 March 2024, a final ordinary dividend of 2.45 pence per share has been proposed and a special dividend

of 0.60 pence per share has been declared, totalling approximately £4.7 million and £1.1 million respectively.

10. Retirement benefit obligations

The Group operates defined contribution pension plans for the benefit of employees. The Group makes contributions to

independently administered plans, such contributions being recognised as an expense when they fall due. The assets of the

schemes are held separately from those of the Group in independently administered funds.

The Group is not exposed to the particular risks associated with the operation of defined benefit plans and has no legal or

constructive obligation to make any further payments to the plans other than the contributions due.

The pension cost charge disclosed in note 6 to the accounts represents contributions payable by the Group to the funds.

Record plc Annual Report 2024

123

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

11. Intangible assets

The Group’s intangible assets comprise both purchased software and the capitalised costs of software development. Internal

software development costs, which represent attributable employee costs, are capitalised if they meet the IAS 38 criteria.

The amount recognised for an internally generated intangible asset is the sum of qualifying expenditure incurred from the date

when the asset first meets the recognition criteria.

Intangible assets are shown at historical cost less accumulated amortisation and impairment losses. Amortisation is charged

from the date an intangible asset is available for use, on a straight-line basis, over the estimated useful life of the intangible

asset. Amortisation is included within administration expenses in the statement of comprehensive income. Useful lives are as

follows:

• Software – 2 to 5 years.

Amortisation periods and methods are reviewed annually and adjusted if appropriate.

The carrying amounts of intangible assets can be analysed as follows:

| 2024 | | 2023 |
| Software | Total | Software | Total
| £’000 | £’000 | £’000 | £’000
Cost | | | |
At 1 April | 2,320 | 2,320 | 1,475 | 1,475
Additions | 789 | 789 | 964 | 964
Impairment | (2,088) | (2,088) | (119) | (119)
At 31 March | 1,021 | 1,021 | 2,320 | 2,320
Amortisation | | | |
At 1 April | 930 | 930 | 913 | 913
Charge for the year | 232 | 232 | 135 | 135
Impairment | (152) | (152) | (118) | (118)
At 31 March | 1,010 | 1,010 | 930 | 930
Net book value | | | |
At 31 March | 11 | 11 | 1,390 | 1,390
At 1 April | 1,390 | 1,390 | 562 | 562

The above impairments relate to the Board’s decision to cease the development of our internally generated R-Platform and

Smart Reports software. Following a thorough analysis, the Board concluded that these projects did not produce the scale of

improvement targeted and would require further meaningful investment over a prolonged period to reach the level required,

and that focus of the Group’s resources will instead be shifted to building out our internal IT development expertise. This has

resulted in the impairment of these two projects to a recoverable amount of zero, their value in use, the net effect of which has

been reflected as an impairment expense of £1,936,893 in the statement of comprehensive income.

The annual contractual commitment for the maintenance and support of the above software is £231,068 (FY-23: £207,253).

All amortisation charges are included within administrative expenses.

12. Leases

The Group’s lease arrangements consist of business premises property leases. Rental contracts are typically made for

fixed periods between three to six years and may have extension and/or modification options. Lease terms are negotiated

on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any

covenants, but leased assets cannot be used as security for borrowing purposes.

At the commencement date of a lease, a lease liability and a corresponding right-of-use (“ROU”) asset are recognised.

The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate

implicit in the lease. If that rate cannot be determined, the Group’s incremental borrowing rate is used, being the rate that the

Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment

with similar terms and conditions. As the Group has no borrowings it has estimated the incremental borrowing rate based on

interest rate data available in the market, adjusted to reflect Record’s creditworthiness, the leased asset in question and the

terms and conditions of the lease.

Subsequently the lease liability decreases by the lease payments made, offset by interest on the liability, and may be

remeasured to reflect any reassessment of expected payments or to reflect any lease modifications.

The right-of-use asset is initially measured at the amount of the initial lease liability, adjusted for any lease incentives received,

any lease payments made at or before the commencement date, any initial direct costs, and the costs of decommissioning the

asset and any restoration work to return the asset to the condition required under the terms of the lease.

Record plc Annual Report 2024

124

Notes to the financial statements for the year ended 31 March 2024 continued

Subsequently the right-of-use asset is valued using the cost model. The asset is depreciated on a straight-line basis over the

shorter of the asset’s useful life and expected term of the lease, adjusted for any remeasurement of the lease liability, and is

shown net of the accumulated depreciation and any impairment provisions.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the

lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The leases relevant to the twelve months ended 31 March 2024, and the comparative period, are as described below:

On 11 February 2022, the Group signed a lease on premises at Second Floor, Morgan House, Madeira Walk, Windsor, at an

annual commitment of £267,900, expiring on 1 September 2026. On 19 February 2024, the Group enacted the right to early

termination of this lease which resulted in a modification of lease term, now expiring on 2 September 2024. The modified lease

has been capitalised and discounted at a rate of 3.95%.

On 1 June 2017, the Group signed a five-year lease on premises in Zürich, at an annual commitment of CHF 49,680.

On 12 August 2021, the Group extended the lease to 1 June 2027, at an annual commitment of CHF 49,680.

Net book value of right-of-use assets

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Net book value at 1 April | 1,011 | 871 | 1,421 | 1,232
Valuation adjustment on lease modification | (559) | (559) | (35) | (23)
Depreciation | (278) | (244) | (375) | (338)
Net book value at 31 March | 174 | 68 | 1,011 | 871

Lease liabilities

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Current | 106 | 71 | 285 | 251
Non-current | 79 | — | 694 | 583
Total lease liabilities | 185 | 71 | 979 | 834

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
At 1 April | 979 | 834 | 1,326 | 1,138
Interest expense | 33 | 27 | 55 | 41
Lease – principal payments | (288) | (253) | (315) | (280)
Lease – interest payments | (33) | (27) | (55) | (43)
Valuation adjustment on lease modification | (510) | (510) | (35) | (22)
Foreign exchange movements | 4 | — | 3 | —
At 31 March | 185 | 71 | 979 | 834

Lease payments

At 31 March, the undiscounted operating lease payments on an annual basis are as follows:

Maturity of lease liability at 31 March:

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Within 1 year | 111 | 72 | 320 | 280
1-2 years | 39 | — | 320 | 280
2-3 years | 39 | — | 320 | 280
After 3 years | — | — | 85 | 47
Total lease liability before discounting | 189 | 72 | 1,045 | 887

The remainder of the movement in the lease liability relates to non-cash movements. The lease term is determined as the

non-cancellable period of a lease, together with periods covered by an option to extend the lease if the Group considers that

exercise of the option is reasonably certain.

Record plc Annual Report 2024

125

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

13. Property, plant and equipment – Group

All property, plant and equipment assets are stated at cost less accumulated depreciation. Depreciation of property, plant

and equipment is provided to write off the cost, less residual value, on a straight-line basis over the estimated useful life

as follows:

• leasehold improvements – period from lease commencement to the earlier of the lease termination date and the next rent

review date;

• computer equipment – 2 to 5 years; and

• fixtures and fittings – 4 to 6 years.

Residual values, remaining useful economic lives and depreciation methods are reviewed annually and adjusted if appropriate.

Gains or losses on disposal are included in profit or loss.

The Group’s property, plant and equipment comprise leasehold improvements, computer equipment and fixtures and fittings.

The carrying amount can be analysed as follows:

| | 2024 | | | | 2023 | |
| Leasehold | Computer | Fixtures | | Leasehold | Computer | Fixtures |
| improvements | equipment | and fittings | Total | improvements | equipment | and fittings | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Cost | | | | | | | |
At 1 April | 776 | 1,023 | 231 | 2,030 | 693 | 1,056 | 293 | 2,042
Additions | — | 27 | 2 | 29 | 116 | 148 | 8 | 272
Disposals | — | — | — | — | (33) | (181) | (70) | (284)
At 31 March | 776 | 1,050 | 233 | 2,059 | 776 | 1,023 | 231 | 2,030
Depreciation | | | | | | | |
At 1 April | 677 | 752 | 224 | 1,653 | 642 | 718 | 281 | 1,641
Charge for the year | 29 | 179 | 5 | 213 | 68 | 204 | 13 | 285
Disposals | — | — | — | — | (33) | (170) | (70) | (273)
At 31 March | 706 | 931 | 229 | 1,866 | 677 | 752 | 224 | 1,653
Net book value | | | | | | | |
At 31 March | 70 | 119 | 4 | 193 | 99 | 271 | 7 | 377
At 1 April | 99 | 271 | 7 | 377 | 51 | 338 | 12 | 401

The Group’s tangible non-current assets are located predominantly in the UK.

14. Investments

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Investment in subsidiaries at cost | — | 59 | — | 2,069
Capitalised investment in respect of share-based payments | — | 4,078 | — | 2,932
Investment in equity reserve of subsidiary | — | 1,625 | — | 1,095
Investment in funds | 3,412 | 3,544 | 2,530 | 1,965
Investment in impact bonds | — | — | 770 | —
Other investments | 1,537 | 1,537 | 1,601 | 1,001
Total direct investments | 4,949 | 10,843 | 4,901 | 9,062

Details on the fair value measurement of investments can be found in note 25.

During the period, the Record Digital Asset Ventures (“RDAV”) portfolio of investments was transferred to the parent company,

Record plc, via a dividend in specie.

At year end, this portfolio consists of investments in funds of £597k, and other investments of £1,537k invested directly in the

share capital of start-up companies in the digital asset sector through Record plc (FY-23: investments in funds of £555k, and

other investments of £600k through RDAV).

At the beginning of the year, the Group had existing commitments of $305,000 (£246,674) of which $84,950 (£68,095) was

called up in the year, leaving a balance of $220,050 (£178,579) which may or may not be called up in future (see note 29:

contingent liabilities for further information).

Record plc Annual Report 2024

126

Notes to the financial statements for the year ended 31 March 2024 continued

Company

Investments in subsidiaries

Investments in subsidiaries are shown at cost less impairment losses. The capitalised investment in respect of share-based

payments offered by subsidiaries is equal to the cumulative fair value of the amounts payable to employees recognised as an

expense by the subsidiary.

| 2024 | 2023
| £’000 | £’000
Investment in subsidiaries (at cost) | |
Record Currency Management Limited | 10 | 10
Record Group Services Limited | 10 | 10
Record Portfolio Management Limited | — | 10
Record Currency Management (US) Inc. | — | —
Record Currency Management (Switzerland) GmbH | 16 | 16
Record Digital Asset Ventures Limited | — | 2,000
Record Asset Management GmbH | 23 | 23
Record Fund Management Limited | — | —
N P Record Trustees Limited | — | —
Total investment in subsidiaries (at cost) | 59 | 2,069
Capitalised investment in respect of share-based payments | |
Record Group Services Limited | 3,495 | 2,530
Record Currency Management (US) Inc. | 88 | 89
Record Currency Management (Switzerland) GmbH | 495 | 316
Total capitalised investment in respect of share-based payments | 4,078 | 2,935
Total investment in subsidiaries | 4,137 | 5,004

During the year, the Company completed the sale of Record Digital Asset Ventures (“RDAV”). The disposal transaction consisted

of a dividend in specie from RDAV to the Company and an intercompany capital write off by the Company, resulting in a net loss

on disposal of £210,000.

Particulars of subsidiary undertakings

Information about the subsidiaries held by the Group at 31 March is shown below. The companies are unlisted.

| | 2024 | 2023
| | Percentage | Percentage
| | owned by the | owned by the
Name of entity | Nature of business | Group | Group
Record Currency Management Limited | Currency management services (FCA, SEC and CFTC registered) | 100 | 100
Record Group Services Limited | Management services to other Group undertakings | 100 | 100
Record Currency Management (US) Inc. | US advisory and service company (SEC and CFTC registered) | 100 | 100
Record Currency Management | Swiss advisory and service company | 100 | 100
(Switzerland) GmbH | | |
Record Asset Management GmbH | German advisory and service company | 100 | 100
RAM Strategies GmbH | German consultant and distribution agent | 100 | 100
OWI-RAMS GmbH | German advisory company | 51 | —
Record Digital Asset Ventures Limited | UK company investing in opportunities linked to innovation and | — | 100
| research surrounding digital assets – sold during the period | |
Record Portfolio Management Limited | Dormant – closed during the period | — | 100
Record Fund Management Limited | Dormant – closed during the period | — | 100
N P Record Trustees Limited | Dormant trust company – closed during the period | — | 100

The Group’s interest in the equity capital of subsidiaries is through the holding of ordinary share capital in all cases.

All investments in subsidiaries are directly held with the exception of RAM Strategies GmbH, which is held 100% indirectly

through the Company’s 100% holding in Record Asset Management GmbH, and OWI-RAMS GmbH, which is held 51% indirectly

through RAM Strategies GmbH.

Record Currency Management (US) Inc. is incorporated in Delaware (registered office: Corporation Service Company,

251 Little Falls Drive, Wilmington, DE 19808), Record Currency Management (Switzerland) GmbH is incorporated in Zürich

(registered office: Münsterhof 14, 8001 Zürich) and Record Asset Management GmbH, RAM Strategies GmbH and OWI-RAMS

are incorporated in Germany (registered office: Bockenheimer Anlage 46, 60322 Frankfurt am Main). All other subsidiaries are

incorporated in the UK and have the registered office at Morgan House, Madeira Walk, Windsor, Berkshire SL4 1EP.

Record plc Annual Report 2024

127

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

14. Investments continued

Company continued

Capitalised investment in respect of share-based payments

The accounting treatment of capitalised investment in respect of share-based payments can be found in note 23.

Group

Entities are consolidated on a line-by-line basis where the Group has determined that a controlling interest exists through

an investment holding in the entity, in accordance with IFRS 10 – “Consolidated Financial Statements”. Otherwise, investments

in entities are measured at fair value through profit or loss.

15. Interests in joint ventures

The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders.

The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings.

Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares.

The country of incorporation of all joint ventures is also their principal place of operation.

Particulars of joint venture undertakings

Information about the joint ventures held by the Group at 31 March is shown below. The company is unlisted.

| | 2024 | 2023
| | Percentage | Percentage
| | owned by the | owned by the
Name of entity | Nature of business | Group | Group
Dair Record Limited | UK advisory and service company | 50.1 | —

Dair Record Limited is a joint venture, held by Record plc incorporated in the UK (registered office: Morgan House, Madeira Walk,

Windsor, Berkshire SL4 1EP).

As at 31 March 2024, the Group holds no material joint ventures, therefore additional summarised financial information for

the above joint ventures has not been presented.

16. Deferred taxation – Group

Deferred tax is the future tax consequences of temporary differences between the carrying amounts and tax bases of assets

and liabilities shown on the statement of financial position. The amount of deferred tax provided is based on the expected

manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against

which the asset can be utilised. The carrying amounts of the deferred tax assets are reviewed at each statement of financial

position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all

or part of the asset to be recovered.

Record plc Annual Report 2024

128

Notes to the financial statements for the year ended 31 March 2024 continued

A deferred tax liability is generally recognised for all taxable temporary differences. Deferred tax arising on the initial

recognition of an asset or liability, other than a business combination, that at the time of the transaction affects neither the

accounting profit or loss nor the taxable profit or loss, is not recognised.

| 2024 | 2023
| £’000 | £’000
Opening balance deferred tax asset | 134 | 253
Current year movement | 151 | (72)
Prior year adjustment | 28 | 14
Deferred tax in equity | (145) | (61)
Closing balance deferred tax asset | 168 | 134

The deferred tax asset consists of the tax effect of temporary differences in respect of:

| 2024 | 2023
| £’000 | £’000
Deferred tax allowance on unvested share options and LTIP awards | 145 | 366
Excess of taxation allowances over depreciation on fixed assets | 23 | (232)
Total | 168 | 134

At the year end there were share options and LTIP awards not exercised with an intrinsic value for tax purposes of £629,489

(FY-23: £1,937,599). On exercise, the Group will be entitled to a corporation tax deduction in respect of the difference between

the exercise price and the strike price. The Group has losses in relation to overseas entities totalling £2,436k (FY-23: £1,205k)

which are available to carry forward against future profits. No deferred tax asset has been recognised in respect of these in

the current or prior year as there is uncertainty as to when these losses will be reversed. Deferred tax has been calculated

based on the future tax rate of 25% for differences from 1 April 2024. It is subject to change if tax rates change in future years.

17. Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the

effective interest method, less loss allowances. The amortised cost of trade and other receivables is stated at original invoice

value, as the interest that would be recognised from discounting future cash receipts over the short credit period is not

considered to be material.

An analysis of receivables is provided below:

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Trade receivables | 9,149 | 610 | 10,185 | 1,538
Accrued income | 1,505 | — | 1,743 | —
Other receivables | 1,125 | 41 | 685 | 26
Prepayments | 1,243 | 60 | 1,760 | 864
Total | 13,022 | 711 | 14,373 | 2,428

All amounts are short-term. The Directors consider that the carrying amount of trade and other receivables approximates

to their fair value. The Group has not renegotiated the terms of any receivables in the year ended 31 March 2024. The Group’s

trade receivables are generally short-term and do not contain significant financing components.

The Group applies the IFRS 9 simplified approach to measuring ECLs for trade receivables at an amount equal to lifetime ECLs.

The ECLs on trade receivables are calculated based on actual historic credit loss experience over the preceding 25 years on

the total balance of non-credit impaired trade receivables, adjusted to incorporate any relevant forward-looking information.

The Group has therefore concluded that the ECLs for trade receivables are reasonable. The Group does not expect to incur any

credit losses and has not recognised any ECLs in the current year (FY-23: £nil).

Accrued income relates to accrued management and performance fees earned but not yet invoiced.

| 2024 | | 2023 |
| Group | Company | Group | Company
Current tax | £’000 | £’000 | £’000 | £’000
Corporation tax asset | — | 195 | — | 16

Record plc Annual Report 2024

129

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

18. Derivative financial assets and liabilities

Derivative financial instruments are initially recognised at cost on the date on which the contract is first entered into, unless

the fair value at acquisition is different to cost, in which case fair value is recognised. Subsequently they are measured at fair

value with gains and losses recognised in profit or loss. Transaction costs are immediately recognised in profit or loss. The fair

values of derivative financial instruments are determined by reference to active market transactions.

The Group holds derivative financial instruments for two purposes. The Group uses forward foreign exchange contracts to

reduce the risk associated with assets denominated in foreign currencies, and additionally uses both foreign exchange options

and forward foreign exchange contracts in order to achieve a return within the seed funds. The instruments are recognised at

fair value. The fair value of the contracts is calculated using the market rates prevailing at the period end date. The net gain or

loss on instruments is included within other income or expense.

| 2024 | 2023
Derivative financial assets | £’000 | £’000
Forward foreign exchange contracts held to hedge non-sterling-based assets | 19 | 31
Forward foreign exchange contracts held for trading | 44 | 23
Total | 63 | 54

| 2024 | 2023
Derivative financial liabilities | £’000 | £’000
Forward foreign exchange contracts held to hedge non-sterling-based assets | (9) | (5)
Total | (9) | (5)

Derivative financial instruments held to hedge non-sterling-based assets

At 31 March 2024 there were outstanding contracts with a principal value of £7,243,998 (31 March 2023: £8,647,055) for the

sale of foreign currencies in the normal course of business. The fair value of the contracts is calculated using the market

forward contract rates prevailing at 31 March 2024. The Group does not apply hedge accounting.

The net gain or loss on forward foreign exchange contracts held to hedge non-sterling-based assets is as follows:

| 2024 | 2023
Derivative financial instruments held to hedge non-sterling-based assets | £’000 | £’000
Net (gain)/loss on forward foreign exchange contracts at fair value through profit or loss | (252) | 800

19. Cash management

The Group’s cash management strategy employs a variety of treasury management instruments including cash, money market

deposits and treasury bills. Whilst the Group manages and considers all of these instruments as cash, which are subject to its

own internal cash management process, not all of these instruments are classified as cash or cash equivalents under IFRS.

IFRS defines cash and cash equivalents as cash in hand, on demand and collateral deposits held with banks, and other

short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant

risk of changes in value. Moreover, instruments can only generally be classified as cash and cash equivalents where they are

held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

In the Group’s judgement, bank deposits and treasury bills that mature in excess of 30 days after the reporting date do not

meet the definition of short-term or highly liquid and are held for purposes other than meeting short-term commitments. In

accordance with IFRS, these instruments are not categorised as cash or cash equivalents and are disclosed as money market

instruments.

| 2024 | | 2023 |
| Group | Company | Group | Company
Assets managed as cash | £’000 | £’000 | £’000 | £’000
Money market instruments | 8,264 | — | 4,549 | —
Cash | 4,954 | 214 | 6,405 | 213
Cash equivalents | 4,267 | — | 3,543 | —
Cash and cash equivalents | 9,221 | 214 | 9,948 | 213
Total assets managed as cash | 17,485 | 214 | 14,497 | 213

Record plc Annual Report 2024

130

Notes to the financial statements for the year ended 31 March 2024 continued

| 2024 | | 2023 |
| Group | Company | Group | Company
Cash and cash equivalents | £’000 | £’000 | £’000 | £’000
Cash and cash equivalents – sterling | 7,887 | 196 | 6,632 | 212
Cash and cash equivalents – USD | 277 | 17 | 821 | 1
Cash and cash equivalents – CHF | 316 | — | 748 | —
Cash and cash equivalents – other currencies | 741 | 1 | 1,747 | —
Total cash and cash equivalents | 9,221 | 214 | 9,948 | 213

Details of how the Group manages credit risk are provided in note 24.

20. Current liabilities

Trade and other payables are stated at their original invoice value, as the interest that would be recognised from discounting

future cash payments over the short payment period is not considered to be material.

| 2024 | | 2023 |
| Group | Company | Group | Company
Trade and other payables | £’000 | £’000 | £’000 | £’000
Trade payables | 212 | — | 221 | —
Amounts owed to Group undertakings | — | 7,176 | — | 4,953
Other payables | 43 | — | — | —
Other taxes and social security | 678 | — | 716 | —
Accruals | 3,997 | — | 5,074 | 2
Total | 4,930 | 7,176 | 6,011 | 4,955

Accruals include £2,385,865 for the Group Bonus Scheme (FY-23: £3,637,640). The Directors consider that the carrying amount

of trade and other payables approximates to their fair value.

| 2024 | | 2023 |
| Group | Company | Group | Company
Current tax | £’000 | £’000 | £’000 | £’000
Corporation tax liability/(asset) | 1,865 | — | 1,329 | —

21. Provisions

Provisions are liabilities where there is uncertainty over the timing or amount of settlement and therefore require the use of

estimates. Provisions are recognised when there is a present obligation as a result of a past event, and it is probable that the

Group will be required to settle that obligation. The amount recognised as a provision is the best estimate of the consideration

required to settle that obligation at the reporting date.

The Group has provisions reflecting its contractual obligations connected to reaching the end of its contractual lease terms.

| 2024 | | 2023 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Provisions | 122 | 122 | 122 | 122

The provision relates to an obligation to pay for dilapidations in connection with the Group’s office lease on the second floor

of Morgan House, Windsor, further information for which is included in note 12.

All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where

the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability

is recognised.

Record plc Annual Report 2024

131

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

22. Equity

Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premium

received on issue of share capital. From time to time, the Group has bought in ordinary shares for cancellation. The cost

of the buy-ins was taken directly to retained earnings. The nominal value of the shares was taken to a capital redemption

reserve. Retained earnings includes all current and prior period retained profits and share-based employee remuneration.

All transactions with owners of the parent are recorded separately within equity.

Issued share capital

The share capital of Record plc consists only of fully paid ordinary shares with a par value of 0.025p each. All shares are

equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting.

| 2024 | | 2023 |
| £’000 | Number | £’000 | Number
Authorised | | | |

Ordinary shares of 0.025p each

Called-up, allotted and fully paid

100

400,000,000

100

400,000,000

Ordinary shares of 0.025p each | 50 | 199,054,325 | 50 | 199,054,325

Movement in Record plc shares held by the Record plc Employee Benefit Trust (“EBT”)

The EBT was formed to hold shares acquired under the Record plc share-based compensation plans. Under IFRS the EBT is

considered to be under de facto control of the Group and has therefore been consolidated into the Group financial statements.

Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Group statement of comprehensive

income.

| Number
Record plc shares held by EBT as at 31 March 2022 | 9,632,031
Adjustment for net purchases by EBT | (897,029)
Record plc shares held by EBT as at 31 March 2023 | 8,735,002
Adjustment for net purchases by EBT | (2,034,535)
Record plc shares held by EBT as at 31 March 2024 | 6,700,467

The holding of the EBT comprises own shares that have not vested unconditionally to employees of the Group. Own shares are

recorded at cost and are deducted from retained earnings.

During FY-24, the EBT did not acquire any shares directly from the market (FY-23: the EBT acquired 2,000,000 shares directly

from the market at a monetary value of £1,850,533).

Further information regarding the Record plc share-based compensation plans and relevant transactions made during the

year is included in note 23.

23. Share-based payments

During the year ended 31 March 2024 the Group has managed the following share-based compensation plans:

a. the Record plc Bonus Scheme: share awards issued under the Record plc Bonus Scheme (“Bonus Scheme”) are classified as

share-based payments with cash alternatives under IFRS 2;

b. the Record plc Share Scheme: share options issued under the Record plc Share Scheme (“Share Scheme”) are classified as

equity-settled share-based payments under IFRS 2;

c. the Record plc Share Incentive Plan: the Group operates the Record plc Share Incentive Plan (“SIP”) to encourage more

widespread ownership of Record plc shares by employees. The SIP is a tax-approved scheme offering attractive tax savings

for employees retaining their shares in the scheme over the medium to long term;

d. the Record plc Jointly Owned Share Plan: participants’ interests awarded under the Jointly Owned Share Plan (“JSOP”) are

classified as equity-settled share-based payments under IFRS 2; and

e. the Record plc Long-Term Incentive Plan: participants’ interests awarded under the Long-Term Incentive Plan (“LTIP”) are

classified as equity-settled share-based payments under IFRS 2.

All obligations arising from the five schemes have been fulfilled through purchasing shares in the market.

Record plc Annual Report 2024

132

Notes to the financial statements for the year ended 31 March 2024 continued

a. The Record plc Bonus Scheme (“Bonus Scheme”)

Share-based payments with cash alternatives

These transactions are compound financial instruments, which include a debt element and a cash element. The fair value

of the debt component of the amounts payable to the employee is calculated as the cash amount alternative offered to the

employee at grant date and the fair value of the equity component of the amount payable to the employee is calculated as the

market value of the share award at grant date less the cash forfeited in order to receive the share award. The debt component

is charged to profit or loss over the period in which the award is earned and remeasured at fair value at each reporting date.

The equity component is charged to profit or loss over the period in which the award is earned.

The Bonus Scheme allocates a proportion of operating profits to a profit share pool to be distributed between all employees

of the Group. The Remuneration Committee has the discretion to vary the proportion allocated to the Bonus pool between

25% and 35% of operating profits. Directors and senior employees receive one-third of their Bonus in cash, one-third in

shares (“Earned Shares”) and may elect to receive the final third as cash only or to allocate some, or all, of the amount for

the purchase of Additional Shares. The charge to profit or loss in respect of Earned Shares in the period was £1,081,804

(FY-23: £2,047,328). Other employees receive two-thirds of their profit share in cash and may elect to receive the final third

as cash only or to allocate some, or all, of the amount for the purchase of Additional Shares.

All shares which are the subject of share awards vest immediately and are transferred to a nominee, allowing the employee,

as beneficial owner, to retain full rights in respect of the shares purchased. Shares awarded under the Bonus Scheme are

subject to restrictions over subsequent sale and transfer and these restrictions are automatically lifted over one-third on

each anniversary of the profit share payment date for the next three years. In the meantime, these shares cannot be sold,

transferred or otherwise disposed of without the consent of the Remuneration Committee.

The Bonus Scheme rules contain clawback provisions allowing for the repayment of Bonus payments under certain

circumstances, including a material breach of contract, an error in performance of duties or a restatement of accounts which

leads to a change in any prior award under the scheme.

b. The Record plc Share Scheme (“Share Scheme”)

Equity-settled share-based payments

The fair value of the amounts payable to employees under these awards is recognised as an expense over the vesting period

of the award, with a corresponding increase in equity. All such awards made by the Group involve the parent company granting

rights to its equity instruments to employees of its subsidiary. Consequently, the subsidiary measures the services received

from its employees in accordance with the above classification under IFRS 2 and recognises a corresponding increase in equity

as a contribution from the parent. The parent has the obligation to settle the transaction with the subsidiary’s employees and

therefore recognises an increase in its investment in the subsidiary and a corresponding increase in equity.

The fair value of options granted is measured at grant date using the Black-Scholes model, taking into account the terms

and conditions upon which the instruments were granted including any market or performance conditions, and using quoted

share prices.

The Share Scheme allows deferred share awards to be granted to employees and Directors in the Record Group. Part 1 of the

scheme allows the grant of tax-unapproved (“Unapproved”) options to employees and Directors and Part 2 allows the grant

of HMRC tax-approved (“Approved”) options to employees and Directors. Each participant may be granted Approved options

over shares with a total market value of up to £60,000 on the date of grant. There is no such limit on the value of grant for

Unapproved options. All Approved and Unapproved options granted in the year were granted with an exercise price per share

equal to the share price prevailing at the time of grant.

Share Scheme options granted during the period

The following table summarises the Share Scheme options that were granted during the period:

| Grant | Option life | Earliest | Latest | Number | Exercise

Option type

date

(years)

vesting date

vesting date

1

of shares

price

Approved | 24 May 23 | 4 | 24 May 27 | 24 May 27 | 855,000 | 0.877093
Unapproved | 24 May 23 | 4 | 24 May 24 | 24 May 27 | 1,510,000 | 0.877093
Approved | 12 Sep 23 | 4 | 27 Mar 24 | 12 Sep 27 | 270,000 | 0.756836
Unapproved | 12 Sep 23 | 4 | 27 Mar 24 | 12 Sep 27 | 640,000 | 0.756836
Approved | 25 Sep 23 | 4 | 25 Sep 27 | 25 Sep 27 | 60,000 | 0.784656
Total Approved shares granted | | | | | 1,185,000 |
Total Unapproved shared granted | | | | | 2,150,000 |
Total shares granted during the period | | | | | 3,335,000 |

1. Under the terms of the deeds of grants, options are exercisable for twelve months following the vesting date.

Record plc Annual Report 2024

133

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

23. Share-based payments continued

b. The Record plc Share Scheme (“Share Scheme”) continued

Share Scheme options granted during the period continued

All options granted are subject to the employee being in employment with the Group at the relevant vesting date and to

the extent performance conditions have been satisfied.

The fair value of the services provided by employees has been calculated indirectly by reference to the fair value of the

equity instruments granted. Fair value amounts for the options granted in the year ended 31 March 2024, and for which

a charge to profit or loss was made in the year, were determined using a Black-Scholes option-pricing method and the

following assumptions:

| Weighted
Model input | average value
Share price | 84.26p
Dividend yield | 6.05%
Exercise price | 84.26p
Expected volatility | 45.46%
Option life | 4 years
Risk-free interest rate (%) | 4.54%

Expected volatility is based on historical volatility.

The Group share-based payment expense in respect of the Share Scheme was £655,090 for the year ended 31 March 2024

(FY-23: £569,136).

Outstanding Share Scheme options

At 31 March 2024, the total number of ordinary shares of 0.025p outstanding under Record plc share compensation schemes

was 11,398,039 (FY-23: 10,560,207). These deferred share awards and options are over issued shares, a proportion of which are

hedged by shares held in an EBT.

The following table summarises the outstanding options for the Share Scheme as at 31 March 2024:

| 2024 | | 2023 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 10,560,207 | 0.58 | 11,605,545 | 0.41
Granted | 3,335,000 | 0.84 | 3,810,000 | 0.76
Exercised | (1,915,336) | 0.44 | (3,607,836) | 0.39
Forfeited/lapsed | (581,832) | 0.48 | (1,247,502) | 0.47
Outstanding at 31 March | 11,398,039 | 0.65 | 10,560,207 | 0.58
Exercisable at 31 March | 2,774,707 | 0.51 | 473,750 | 0.31
Weighted average share price on date of exercise | | 0.78 | | 0.81
Weighted average contractual life | | 3 years | | 3 years

Performance measures

Performance conditions attached to all options granted to Board Directors differ to those granted for all other staff.

All Executive Director option awards are subject to a performance condition and vest on each of the third, fourth and fifth

anniversaries of the date of grant subject to an earnings per share (“EPS”) hurdle linked to the annualised EPS growth for

the respective three, four and five-year periods from grant. Vesting is on a stepped basis, as shown in the table below.

| Percentage of
| shares subject
| to the award
Record’s average EPS growth | which vest
>RPI growth + 13% | 100%
>RPI growth + 10%, =<RPI growth + 13% | 75%
>RPI growth + 7%, =<RPI growth + 10% | 50%
>RPI growth + 4%, =<RPI growth + 7% | 25%
=<RPI growth + 4% | 0%

Record plc Annual Report 2024

134

Notes to the financial statements for the year ended 31 March 2024 continued

Approved and Unapproved options issued to all other staff are not subject to a Group performance measure.

Approved options issued to all other staff vest in full on the fourth anniversary of the date of grant, subject to the

employee being employed with the Group at the relevant vesting date and to the extent personal performance conditions

have been satisfied.

Unapproved options issued to all other staff vest in four equal tranches on the first, second, third and fourth anniversaries

of the date of grant, subject to the employee being employed with the Group at the relevant vesting date and to the extent

personal performance conditions have been satisfied.

Clawback provisions

In addition to the performance measures above, both Approved and Unapproved options granted to Executive Directors

under the Share Scheme are subject to clawback provisions. These provisions allow the Remuneration Committee to adjust

the number of shares that may be, or were, acquired to be decreased if the Committee considers that either a material breach

of contract has arisen or in respect of retrospective amendments required to calculations of the Group’s performance upon

which vesting calculations were originally based. The clawback provisions allow the Group to take various steps until the

clawback obligation is satisfied, including reduction of future share option awards, transfer of shares back to the Group for

nil consideration, reduction of future payments under the Bonus Scheme or payment of sales proceeds back to the Group.

c. The Record plc Share Incentive Plan (“SIP”)

The Group operates the SIP to encourage more widespread ownership of Record plc shares by employees. The SIP is a

tax-approved scheme offering attractive tax savings for employees retaining their shares in the scheme over the medium

to long term.

As an incentive to employees, the Group matches every two shares bought by employees with a free matching share.

During the year, the Group awarded 41,519 matching shares (FY-23: 31,039 matching shares) to employees. The expense

charged in respect of the SIP was £31,025 in the year ended 31 March 2024 (FY-23: £24,950).

There are no restrictions over shares issued under the Record plc Share Incentive Plan.

d. The Record plc Jointly Owned Share Plan (“JSOP”)

Equity-settled share-based payments

At inception the employee is required to pay the Employee Benefit Trust (“EBT”) for the market value of the participation

interest, and the employing subsidiary has agreed to bear the expense of 50% of the amount due. The participation interest

paid over at inception is non-refundable, regardless of whether the hurdle is reached. Therefore the amount paid by the

employing subsidiary is expensed at inception.

The fair value of the amounts payable to employees under JSOP awards is recognised as an expense over the vesting period of

the award, with a corresponding increase in equity. All such awards made by the Group involve the parent company granting

rights to its equity instruments to employees of its subsidiary. Consequently the subsidiary measures the services received

from its employees in accordance with the above classification under IFRS 2 and recognises a corresponding increase in equity

as a contribution from the parent. The parent has the obligation to settle the transaction with the subsidiary’s employees and

therefore recognises an increase in its investment in the subsidiary and a corresponding increase in equity.

The JSOP scheme allows a set number of ordinary shares to be held jointly by the participant and the EBT. Under the terms of

the JSOP agreement, the participant holds the beneficial interest in the future growth of the shares above the hurdle, whilst

the trustee is entitled to the value up to the hurdle; the hurdle being the market price upon grant date. Upon vesting, the

participant is entitled to receive the growth in value of the shares above the hurdle, which is settled in shares priced at market

value on the vesting date.

The fair value of the JSOP award is measured at grant date using an appropriate valuation model, taking into account the terms

and conditions upon which the instruments were granted including any performance conditions, and using quoted share prices.

No JSOP agreements were entered into during the year.

The Group share-based payment expense in respect of the JSOP scheme was £30,075 for the year ended 31 March 2024

(FY-23: £2,384).

Record plc Annual Report 2024

135

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

23. Share-based payments continued

d. The Record plc Jointly Owned Share Plan (“JSOP”) continued

Outstanding JSOP options

At 31 March 2024, the total number of ordinary shares outstanding under the Record plc JSOP was 641,250. These shares are

jointly owned and are ring-fenced within the EBT. The JSOP award vests immediately on the vesting date, and the participant

is entitled to any value over the hurdle; the trustee is then entitled to the value up to the hurdle.

The following table summarises the outstanding options for the JSOP awards as at 31 March 2024:

| 2024 | | 2023 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 1,274,375 | 0.40 | 1,907,500 | 0.39
Granted | — | — | — | —
Vested | (633,125) | 0.39 | (633,125) | 0.39
Forfeited | — | — | — | —
Outstanding at 31 March | 641,250 | 0.40 | 1,274,375 | 0.40

There are no Directors’ interests in the JSOP scheme. No performance measures are attached to the JSOP.

During the year 633,125 shares over which a JSOP agreement had been granted vested. The weighted average share price at the

vesting date was £0.79.

The JSOP scheme rules contain clawback provisions allowing re-transfer of the participant’s interest and/or any vested shares

for nil consideration under certain circumstances including a material breach of contract or an error in performance of duties.

e. The Record plc Long-Term Incentive Plan (“LTIP”)

Equity-settled share-based payments

The fair value of the amounts payable to employees under these awards is recognised as an expense over the vesting period

of the award, with a corresponding increase in equity. All such awards made by the Group involve the parent company granting

rights to its equity instruments to employees of its subsidiary. Consequently, the subsidiary measures the services received

from its employees in accordance with the above classification under IFRS 2 and recognises a corresponding increase in equity

as a contribution from the parent. The parent has the obligation to settle the transaction with the subsidiary’s employees and

therefore recognises an increase in its investment in the subsidiary and a corresponding increase in equity.

The fair value of LTIP awards granted is measured at grant date using an appropriate valuation model, taking into account the

terms and conditions upon which the instruments were granted including any market or performance conditions, and using

quoted share prices.

The Record plc LTIP scheme started in April 2022, and allows nil-cost options to be granted to employees and Directors in the

Record Group.

LTIP awards granted during the period

LTIP awards over an aggregate of 1,641,000 shares were granted under the LTIP scheme during the year (FY-23: 2,890,000).

Vesting of awards is subject to the employee being in employment with the Group at the relevant vesting date and to

the extent performance conditions have been satisfied. Early vesting for good leavers is subject to approval by the

Remuneration Committee.

The fair value of the services provided by employees has been calculated indirectly by reference to the fair value of the

equity instruments granted. Fair value amounts for the LTIP awards granted in the year ended 31 March 2024, and for which

a charge to profit or loss was made in the year, were determined using a Black-Scholes option-pricing method and the

following assumptions:

| Weighted
Model input | average value
Share price | 67p
Dividend yield | 5.88%
Expected volatility | 42.70%
LTIP award life | 3 years
Risk-free interest rate (%) | 4.16%

Expected volatility is based on historical volatility.

The Group share-based payment expense in respect of the LTIP scheme was £460,628 for the year ended 31 March 2024

(FY-23: £344,231).

Record plc Annual Report 2024

136

Notes to the financial statements for the year ended 31 March 2024 continued

Outstanding LTIP awards

At 31 March 2024, the total number of LTIP awards outstanding under Record plc share compensation schemes was 3,793,602

(FY-23: 2,890,000). These LTIP awards are over issued shares, a proportion of which are hedged by shares held in an EBT.

Details of outstanding LTIP awards to employees are set out below:

The following table summarises the outstanding options for the LTIP as at 31 March 2024:

| 2024 | | 2023 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 2,890,000 | 0.69 | — | —
Granted | 1,641,000 | 0.67 | 2,890,000 | 0.69
Vested | — | — | — | —
Forfeited | (737,398) | 0.68 | — | —
Outstanding at 31 March | 3,793,602 | 0.68 | 2,890,000 | 0.69

Performance measures

Performance conditions attached to all LTIP awards granted to Board Directors are the same as to those granted for all other

staff. LTIP awards granted to Executive Directors and all other staff vest after three years and vesting is subject to Record’s

average annualised EPS growth and Total Shareholder Return (“TSR”) over the relevant period since grant as follows:

Two-thirds of the vesting for LTIP awards is subject to a three-year cumulative EPS threshold target of 15 pence, resulting in

the EPS portion vesting at 25%, rising on a straight-line basis to 100% vesting for a three-year cumulative EPS of 18 pence at

the end of the performance period.

One-third of the vesting for LTIP awards is subject to a relative TSR using a benchmark of the FTSE Small Cap index. The

threshold target for the TSR portion is a TSR outcome in the 25th percentile of the index at which 25% of the TSR portion will

vest, rising on a straight-line basis to 100% of the TSR portion at a TSR outcome in the 75% percentile of the index.

A principal strategic objective of the business is to create shareholder value for our investors over the long term. The Board

considers this to be delivered by consistent growth in earnings of the business, and the chosen performance conditions and

the EPS and TSR outcome which determine the number of LTIP awards that ultimately vest under the scheme rules reflect this.

The Directors’ interests in the combined share schemes are as follows:

| 31 March | 31 March
| 2024 | 2023
| Number | Number
| of shares | of shares
Record plc Group Bonus Scheme (interest in restricted share awards) | |
Leslie Hill | 607,726 | 591,284
Steve Cullen | 46,072 | 44,896
Jan Witte (appointed 1 January 2024) | 652,451 | —
Record plc Share Scheme (interest in unvested share options) | |
Leslie Hill | 191,666 | 383,333
Steve Cullen | 86,666 | 173,333
Jan Witte (appointed 1 January 2024) | 1,530,000 | —
Record plc LTIP Scheme (interest in unvested LTIP awards) | |
Steve Cullen | 510,000 | 325,000
Jan Witte (appointed 1 January 2024) | 1,363,000 | —

Clawback provisions

In addition to the performance measures above, LTIP awards granted to Executive Directors under the Share Scheme are

subject to clawback provisions. These provisions allow the Remuneration Committee to adjust the number of shares that

may be, or were, acquired to be decreased if the Committee considers that either a material breach of contract has arisen or

in respect of retrospective amendments required to calculations of the Group’s performance upon which vesting calculations

were originally based. The clawback provisions allow the Group to take various steps until the clawback obligation is satisfied,

including reduction of future share option awards, transfer of shares back to the Group for nil consideration, reduction of

future payments under the Bonus Scheme or payment of sales proceeds back to the Group.

Record plc Annual Report 2024

137

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

24. Financial risk management

The Group’s current activities result in the following financial risks and management responses to those risks in order to

minimise any resulting adverse effects on the Group’s financial performance.

Objectives, policies and processes for managing risk and the methods used to measure the risk

Financial assets principally comprise trade receivables, accrued income, other receivables, money market instruments, cash

and cash equivalents and derivative financial assets. Financial liabilities comprise trade and other payables, financial liabilities

relating to investment in seed funds, lease liabilities and derivative financial liabilities. The main risks arising from financial

instruments are credit risk, liquidity risk, foreign currency risk, interest rate risk and concentration risk, each of which is

discussed in further detail below.

The Group monitors and mitigates financial risk on a consolidated basis. The Group has implemented a framework to manage

the risks of its business and to ensure that the Directors have in place risk management practices appropriate to a listed

company. The management of risk is directed by the Board and controlled and reviewed by the Head of Business Risk.

The Company’s material financial instruments are investments in the seed funds, cash and cash equivalents, and balances due

to/from Group undertakings. Intercompany balances are classified as loans and receivables and are repayable on demand.

No interest is charged on these balances. The Group has sufficient cash resources and hence management does not believe

that the Company has a material exposure to credit risk. The Company’s financial risk is managed as part of the Group financial

risk management process and therefore separate disclosures for the Company have not been provided. Market risk is not

considered to have a material impact on financial instruments, neither is it one of the Group’s principal risks; however, the

second order effects of market movements are discussed on page 56.

Credit risk

The Group has established a cash management team to manage Group cash in accordance with an approved cash management

policy. The policy stipulates exposure limits by instruments, counterparty, tenor and duration. Counterparty exposures are

measured against ratings published by credit-rating agencies and are monitored daily. The maximum single exposure to any

counterparty under the policy is 20% of total assets managed as cash.

The primary objective of the cash management team is to diversify and manage counterparty risk within the risk appetite of

the Group and the limits set by the policy. The secondary objective is to maintain yield given the constraints under the policy

whilst ensuring sufficient liquidity to meet future cash flow commitments as instructed by the Finance team.

The Chief Financial Officer is responsible for reviewing the Group’s credit exposure and ensuring that any credit concerns are

raised to the Risk Management Committee and that action is taken to mitigate these risks.

The quality of our clients and banking counterparties is reflected in the business having not suffered from any credit default

for over 20 years through various market crises and cycles, and we do not anticipate this changing under the current

circumstances.

The Group’s maximum exposure to credit risk is as follows:

| 2024 | 2023
Financial assets at 31 March | £’000 | £’000
Trade receivables | 9,149 | 10,185
Accrued income | 1,505 | 1,743
Other receivables | 935 | 685
Derivative financial assets | 63 | 54
Money market instruments | 8,264 | 4,549
Cash and cash equivalents | 9,221 | 9,948
Total financial assets | 29,137 | 27,164

Record plc Annual Report 2024

138

Notes to the financial statements for the year ended 31 March 2024 continued

The debtors’ age analysis is also evaluated on a regular basis for expected credit losses. It is management’s opinion that there

is no requirement to provide for any expected credit losses. The table below is an analysis of trade receivables and accrued

income by due date:

| | 2024 | | | | 2023 | |
| | Neither | | More than | | Neither | | More than
| Carrying | impaired nor | 0-3 months | 3 months | Carrying | impaired nor | 0-3 months | 3 months
| amount | past due | past due | past due | amount | past due | past due | past due
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Trade receivables | 9,149 | 8,717 | 419 | 13 | 10,185 | 9,775 | 309 | 101
Accrued income | 1,505 | 1,505 | — | — | 1,743 | 1,743 | — | —
Total | 10,654 | 10,222 | 419 | 13 | 11,928 | 11,518 | 309 | 101
| | 96% | 4% | —% | | 97% | 2% | 1%

The Group offers standard credit terms of 30 days from invoice date. It is the Group’s policy to assess debtors for expected loss

on an individual basis and to make a provision where it is considered necessary. In assessing recoverability, the Group takes

into account any indicators of impairment up to the reporting date, adjusting to incorporate any relevant forward-looking

information. The application of this policy generally results in debts that are past due not being provided for unless individual

circumstances indicate that a debt is impaired.

Trade receivables are made up of 125 debtors’ balances (FY-23: 113). The largest individual debtor corresponds to 19% of the

total balance (FY-23: 16%). Debtor days, based on the generally accepted calculation of debtor days, is 74 days (FY-23: 83 days).

This reflects the quarterly billing cycle used by the Group for the vast majority of its fees. As at 31 March 2024, 4% of debt was

overdue (FY-23: 3%). No debtors’ balances have been renegotiated during the year or in the prior year.

Liquidity risk

The Group is exposed to liquidity risk, namely that it may be unable to meet its payment obligations as they fall due. The Group

maintains sufficient cash and marketable securities to be able to meet all such obligations. Management review cash flow

forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet the future working capital

requirements and to take advantage of business opportunities. The average creditor payment period is 11 days (FY-23: 9 days).

Contractual maturity analysis for financial liabilities

| | 2024 | | | | 2023 | |
| | Due or | Due | Due | | Due or | Due | Due
| | due in | between | between | | due in | between | between
| Carrying | less than | 1 and | 3 months | Carrying | less than | 1 and | 3 months
| amount | 1 month | 3 months | and 1 year | amount | 1 month | 3 months | and 1 year
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Trade payables | 212 | 154 | — | 58 | 221 | 221 | — | —
Accruals | 3,997 | 1,440 | 1,244 | 1,313 | 5,074 | 486 | 2,001 | 2,587
Derivative financial | | | | | | | |
liabilities | 9 | — | 9 | — | 5 | — | 5 | —
Total | 4,218 | 1,594 | 1,253 | 1,371 | 5,300 | 707 | 2,006 | 2,587

Lease liabilities are not included within the table above, please see note 12 for further details.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate

due to changes in market interest rates. Interest rate risk arises from interest-bearing financial assets and liabilities held by

the Group. Interest-bearing assets comprise money market instruments and cash and cash equivalents which are considered

to be short-term liquid assets. It is the Group’s policy to settle trade payables within the credit terms allowed and the Group

does not therefore incur interest on overdue balances.

A sensitivity analysis has not been disclosed for the impact of interest rate changes as any reasonable range of change in

interest rate would not directly have a material impact on profit or equity .

Record plc Annual Report 2024

139

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

24. Financial risk management continued

Interest rate profiles

| | 2024 | | | 2023 |
| | No | | | No |
| Fixed rate | interest rate | Total | Fixed rate | interest rate | Total
At 31 March | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Financial assets | | | | | |
Trade receivables | — | 9,149 | 9,149 | — | 10,185 | 10,185
Accrued income | — | 1,505 | 1,505 | — | 1,743 | 1,743
Other receivables | — | 935 | 935 | — | 685 | 685

Derivative financial assets at fair value

through profit or loss

—

63

63

—

54

54

Money market instruments | 8,264 | — | 8,264 | 4,549 | — | 4,549
Cash and cash equivalents | 9,221 | — | 9,221 | 9,948 | — | 9,948
Total financial assets | 17,485 | 11,652 | 29,137 | 14,497 | 12,667 | 27,164
Financial liabilities | | | | | |
Trade payables | — | (212) | (212) | — | (221) | (221)
Accruals | — | (3,997) | (3,997) | — | (5,074) | (5,074)
Lease liability | — | (185) | (185) | — | (979) | (979)

Derivative financial liabilities at fair value

through profit or loss

—

(9)

(9)

—

(5)

(5)

Total financial liabilities | — | (4,403) | (4,403) | — | (6,279) | (6,279)

Foreign currency risk

Foreign currency risk refers to the risk that the value of a financial commitment or recognised asset or liability will fluctuate

due to changes in foreign currency rates. The Group makes use of forward foreign exchange contracts to manage the risk

relating to future transactions in accordance with the Group’s risk management policy.

The Group is exposed to foreign currency risk on revenue invoices and cash holdings that are denominated in a currency

other than sterling. The principal currencies giving rise to this risk are the US dollar, the Swiss franc, the euro and the

Australian dollar.

During the year ended 31 March 2024, the Group invoiced the following amounts in currencies other than sterling:

| 2024 | | 2023 |
| Local | Value in | Local | Value in
| currency | reporting | currency | reporting
| value | currency | value | currency
| £’000 | £’000 | £’000 | £’000
US dollar (USD) | 28,787 | 22,841 | 24,978 | 20,869
Swiss franc (CHF) | 16,152 | 13,321 | 16,138 | 14,223
Euro (EUR) | 2,934 | 2,645 | 4,293 | 3,748
Australian dollar (AUD) | 6,734 | 3,592 | 1,089 | 612
Canadian dollar (CAD) | 296 | 177 | 1,618 | 1,014
Japanese yen (JPY) | 12,329 | 89 | 8,795 | 54

The value of revenues for the year ended 31 March 2024 that were denominated in currencies other than sterling was

£42.7 million (31 March 2023: £40.2 million).

Record plc Annual Report 2024

140

Notes to the financial statements for the year ended 31 March 2024 continued

Record’s policy is to reduce the risk associated with the Group’s revenues denominated in foreign currencies by using forward

fixed rate currency sales contracts, taking into account any forecast foreign currency cash flows.

The settlement of these forward foreign exchange contracts is expected to occur within the following three months.

Changes in the fair values of forward foreign exchange contracts are recognised directly in profit or loss.

The cash denominated in currencies other than sterling (refer to note 19) is covered by the Group’s hedging process,

therefore the Directors consider that the foreign currency risk on cash balances is not material.

Foreign currency risk – sensitivity analysis

The Group has considered the sensitivity to exchange rate movements by considering the impact on those revenues, costs,

assets and liabilities denominated in foreign currencies as experienced in the given period.

| | Impact on profit after tax | Impact on total equity |
| | for the year ended 31 March | as at 31 March |
| 2024 | 2023 | 2024 | 2023
| £’000 | £’000 | £’000 | £’000
Sterling weakening by 10% against the dollar | 1,072 | 1,000 | 1,072 | 1,000
Sterling strengthening by 10% against the dollar | (1,072) | (1,000) | (1,072) | (1,000)
Sterling weakening by 10% against the Swiss franc | 992 | 755 | 992 | 755
Sterling strengthening by 10% against the Swiss franc | (992) | (755) | (992) | (755)

Sterling/US dollar exchange rate

The impact of a change of 10% has been selected as this is considered reasonable given the current level of exchange rates

and the volatility observed on a historical basis and market expectations for future movement. When applied to the average

sterling/USD exchange rate of £1 = $1.26 this would result in sterling weakening to £1 = $1.15 and sterling strengthening to

£1 = $1.40.

Sterling/Swiss franc exchange rate

The impact of a change of 10% has been selected as this is considered reasonable given the current level of exchange rates

and the volatility observed on a historical basis and market expectations for future movement. When applied to the average

sterling/CHF exchange rate of £1 = CHF 1.21 this would result in sterling weakening to £1 = CHF 1.10 and sterling strengthening

to £1 = CHF 1.35.

Sensitivity analyses have not been disclosed for other currencies as any reasonable range of change in exchange rate would

not have a material impact on profit or equity.

Concentration risk

The Group is exposed to concentration risk in respect of product, client type and geographical location, which could lead to

over-reliance on any one category of revenue. Note 4 provides detail on clients contributing greater than 10% of revenue.

Mitigating activities are detailed in the Risk management section on page 54.

Concentration risk – sensitivity analysis

The Group has considered the impact of losing the Group’s largest client, assuming that only variable remuneration costs can

be reduced in the short term.

| | Impact on profit after tax | Impact on total equity |
| | for the year ended 31 March | as at 31 March |
| 2024 | 2023 | 2024 | 2023
| £’000 | £’000 | £’000 | £’000
Loss of largest client | 5,057 | 3,486 | 5,057 | 3,486

Record plc Annual Report 2024

141

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

25. Fair value measurement

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the

financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets

expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised

when it is extinguished, discharged, cancelled or expires.

The following table presents financial assets and liabilities measured at fair value in the consolidated statement of financial

position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based

on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has

the following levels:

• level 1: quoted prices (unadjusted) in active markets for identical financial assets or liabilities;

• level 2: inputs other than quoted prices included within level 1 that are observable for the financial asset or liability,

indirectly (i.e. derived from prices); and

• level 3: inputs for the financial asset or liability that are not based on observable market data (unobservable inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of input to the

fair value measurement. The financial assets and liabilities measured at fair value in the statement of financial position are

grouped into the fair value hierarchy as follows:

| 2024 | Level 1 | Level 2 | Level 3
| £’000 | £’000 | £’000 | £’000
Financial assets at fair value through profit or loss | | | |
Impact bonds | — | — | — | —
Investment in funds | 3,412 | 961 | — | 2,451
Other investments | 1,537 | — | — | 1,537
Forward foreign exchange contracts held to hedge non-sterling assets | 63 | — | 63 | —
Financial liabilities at fair value through profit or loss | | | |
Forward foreign exchange contracts held to hedge non-sterling assets | (9) | — | (9) | —
Total | 5,003 | 961 | 54 | 3,988

| 2023 | Level 1 | Level 2 | Level 3
| £’000 | £’000 | £’000 | £’000
Financial assets at fair value through profit or loss | | | |
Impact bonds | 770 | 770 | — | —
Investment in funds | 2,530 | 1,077 | — | 1,453
Other investments | 1,601 | 1,001 | — | 600
Forward foreign exchange contracts held to hedge non-sterling assets | 54 | — | 54 | —
Financial liabilities at fair value through profit or loss | | | |
Forward foreign exchange contracts held to hedge non-sterling assets | (5) | — | (5) | —
Total | 4,950 | 2,848 | 49 | 2,053

There have been no transfers between levels in the reporting period (FY-23: none).

Basis for classification of financial instruments classified as level 1 within the fair value hierarchy

Impact bonds, listed funds and other listed investments are classified as level 1. These investments are valued using market

prices and coupon rates as applicable.

Basis for classification of financial instruments classified as level 2 within the fair value hierarchy

Forward foreign exchange contracts and options are both classified as level 2. Both of these instruments are traded on an

active market. Options are valued using an industry standard model with inputs based on observable market data whilst the

fair value of forward foreign exchange contracts may be established using interpolation of observable market data rather

than from a quoted price.

Record plc Annual Report 2024

142

Notes to the financial statements for the year ended 31 March 2024 continued

Basis for classification of financial instruments classified as level 3 within the fair value hierarchy

Direct investments in private funds and share capital of start-up companies in the digital sector have been classified as level

3. There is no observable market for these investments, therefore fair value measurements have been derived from valuation

techniques that include inputs that are not based on observable market data. The private funds are valued at net asset value

in accordance with independent professional valuation reports or International Private Equity and Venture Capital Valuation

Guidelines where relevant. The direct investments in capital of the start-up companies are valued at cost.

Movements in assets and liabilities classified as level 3 during the period:

| 2024 | 2023
| £’000 | £’000
At start of period | 2,053 | 326
Additions | 1,883 | 1,742
Disposals | (356) | —
Net gain or loss | 408 | (15)
At end of period | 3,988 | 2,053

Classes and fair value of financial instruments

It is the Directors’ opinion that the carrying value of all financial instruments approximates to their fair value.

Categories of financial instrument

| | | Financial | Assets at | Liabilities at
| | Assets at | liabilities | fair value | fair value
| | amortised | measured at | through | through profit
| | cost | amortised cost | profit or loss | or loss
At 31 March 2024 | Note | £’000 | £’000 | £’000 | £’000
Impact bonds | 14 | — | — | — | —
Investment in funds | 14 | — | — | 3,412 | —
Other investments | 14 | — | — | 1,537 | —
Trade and other receivables (excludes prepayments) | 17 | 11,779 | — | — | —
Money market instruments | 19 | 8,264 | — | — | —
Cash and cash equivalents | 19 | 9,221 | — | — | —
Derivative financial assets at fair value through profit or loss | 18 | — | — | 63 | —
Trade payables | 20 | — | (212) | — | —
Accruals | 20 | — | (3,997) | — | —
Derivative financial liabilities at fair value through profit or loss | 18 | — | — | — | (9)
Total | | 29,264 | (4,209) | 5,012 | (9)

| | | Financial | Assets at | Liabilities at
| | Assets at | liabilities | fair value | fair value
| | amortised | measured at | through | through profit
| | cost | amortised cost | profit or loss | or loss
At 31 March 2023 | Note | £’000 | £’000 | £’000 | £’000
Impact bonds | 14 | — | — | 770 | —
Investment in funds | 14 | — | — | 2,530 | —
Other investments | 14 | — | — | 1,601 | —
Trade and other receivables (excludes prepayments) | 17 | 12,613 | — | — | —
Money market instruments | 19 | 4,549 | — | — | —
Cash and cash equivalents | 19 | 9,948 | — | — | —
Derivative financial assets at fair value through profit or loss | 18 | — | — | 54 | —
Trade payables | 20 | — | (221) | — | —
Accruals | 20 | — | (5,074) | — | —
Derivative financial liabilities at fair value through profit or loss | 18 | — | — | — | (5)
Total | | 27,110 | (5,295) | 4,955 | (5)

Record plc Annual Report 2024

143

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

26. Cash flows from operating activities

This note should be read with the statement of cash flows. It provides a reconciliation to show how profit after tax, which is

based on accounting rules, translates to cash flows.

| | 2024 | | 2023 |
| | Group | Company | Group | Company
| Note | £’000 | £’000 | £’000 | £’000
Profit after tax | | 9,253 | 6,810 | 11,339 | 10,615
Adjustments for: | | | | |
Depreciation of right-of-use assets | 12 | 278 | 244 | 375 | 338
Depreciation of property, plant and equipment | 13 | 213 | 29 | 285 | 17
Amortisation of intangible assets | 11 | 232 | — | 135 | —
Impairment of intangibles | | 1,937 | — | — | —
Loss on asset disposals | | — | — | 11 | —
Share-based payments expense for the period | | 1,146 | — | 916 | —
Non-cash movements in derivatives | | (247) | — | (175) | —
Non-cash movements in investments | | (865) | 885 | (371) | (155)
FX movements on cash | | 287 | 13 | (147) | —
Leasehold modification | | 48 | 48 | — | —
Loss from sale of subsidiary | | — | 210 | — | —
Intercompany loan write-off | | 188 | 343 | — | —
Other non-cash share-based payments movements | 33 | 302 | — | 751 | —
Finance income | | (394) | (9) | (181) | (1)
Finance expense | | 33 | 27 | 55 | 43
Tax expense | 7 | 3,658 | (185) | 3,259 | 5
Dividends received from subsidiaries | | — | (9,876) | — | (10,500)
Changes in working capital | | | | |
Decrease/(increase) in receivables | | 1,316 | 1,717 | (4,490) | 1,094
(Decrease)/increase in payables | | (1,081) | 1,193 | 1,290 | 794
Decrease/(increase) in provisions | | — | — | (78) | (78)
Cash generated from operations | | 16,304 | 1,449 | 12,974 | 2,172
Corporation tax (paid)/refunded | | (3,249) | 106 | (2,433) | (6)
Net cash inflow from operating activities | | 13,055 | 1,555 | 10,541 | 2,166

1

1. See note 33 for details of the presentational adjustment resulting in the restatement of prior year amounts.

The Group has made a presentational change by moving the cash flows from operating activities from inclusion in the face of

the statement of cash flows, to a note disclosure. The reason for this presentational change is to improve the readability of the

face of the statement of cash flows and to allow expansion on the items adjusted for in the cash flows from operations, so that

more reliable and relevant information is presented.

27. Related parties transactions

Company

Details of transactions between the Company and other Group undertakings, which are related parties of the Company, are

shown below:

Transactions with subsidiaries

The Company’s subsidiary undertakings are listed in note 14, which includes a description of the nature of their business.

| 2024 | 2023
| £’000 | £’000
Amounts due to subsidiaries | (5,879) | (3,415)
Dividends received from subsidiaries | 9,876 | 10,500

Amounts due to subsidiaries consist of funds lent by the subsidiaries to the Company to facilitate the Company’s investing

activities. Amounts due to subsidiaries are disclosed as a net amount, and also consist of amounts owed to Group undertakings

in note 20 and trade receivables in note 17. All amounts owed to and by related parties will be settled in cash. No guarantees

have been given or received. No provisions for expected credit losses have been raised against amounts outstanding

(FY-23: £nil). No expense has been recognised during the year in respect of expected credit losses due from related parties.

Record plc Annual Report 2024

144

Notes to the financial statements for the year ended 31 March 2024 continued

Group

Transactions or balances between Group entities have been eliminated on consolidation, and in accordance with IAS 24,

are not disclosed in this note.

Key management personnel compensation

| 2024 | 2023
| £’000 | £’000
Short-term employee benefits | 9,532 | 10,311
Post-employment benefits | 399 | 327
Share-based payments | 1,581 | 3,539
Total | 11,512 | 14,177

Key management personnel dividends

The dividends paid to key management personnel in the year ended 31 March 2024 totalled £4,518,926 (2023: £4,073,511).

Directors’ remuneration

| 2024 | 2023
| £’000 | £’000
Emoluments (excluding pension contribution) | 1,829 | 3,580
Pension contribution (including payments made in lieu of pension contributions) | 107 | 101
Total | 1,936 | 3,681

During the year, two Directors of the Company (FY-23: none) participated in the Group Personal Pension Plan, a defined

contribution scheme. Further detail on Directors’ remuneration is provided in the Remuneration report on page 80.

28. Interests in unconsolidated structured entities

A structured entity is defined as an entity that has been designed so that voting or similar rights are not the dominant factor

in deciding who controls the entity, such as when any voting rights relate to administrative tasks only, or when the relevant

activities are directed by means of contractual arrangements.

The Group has concluded that the investment funds managed by Group entities in their capacity as investment managers,

through contractual agreements, are structured entities. The investment funds are not consolidated into the Group’s financial

statements as the Group is judged to act as an agent rather than having control under IFRS 10.

The purpose of the investment funds is to invest capital received from investors in a portfolio of instruments in order to

generate a return in the form of capital appreciation, income from the assets, or both.

The Group has interests in these funds through the receipt of management and other fees and, in certain funds, through

ownership of shares. The Group’s investments in these funds are subject to the terms and conditions of the respective fund’s

offering documentation and are susceptible to market price risk. The investments are included in financial assets at fair value

through profit and loss in the statement of financial position.

Where the Group has no equity holding in a fund it manages, the investment risk is borne by the external investors and

therefore the Group’s maximum exposure to loss relates to future management fees and any uncollected fees at the period

end date. Where the Group does have an equity holding, the maximum exposure to loss constitutes the future and uncollected

management fees plus the fair value of the Group’s investment in that fund.

The Group does not sponsor any of the structured entities and there are no guarantees or commitments. The funds do not

have any debt or borrowings and are financed through the issue of shares to investors.

The following table shows the details of unconsolidated structured entities in which the Group has an interest at the

reporting date:

| | | | | Management
| | | | Management | charge
| | Net AUM | Fair value | charge in | receivable
| Number | of funds | of investment | the year | at year end
| of funds | $bn | £m | £m | £m
As at 31 March 2024 | 3 | 1.32 | 0.83 | 4.86 | 0.81
As at 31 March 2023 | 1 | 1.04 | — | 5.16 | 0.40

The management charge in the year comprises both management and performance fees and is included within revenue in

the consolidated statement of comprehensive income.

The fair value of investment is included within investments in the consolidated statement of financial position.

The management charge receivable comprises both management and performance fees receivable and is included within

trade and other receivables in the consolidated statement of financial position.

Record plc Annual Report 2024

145

Additional informationGovernance

Financial statementsStrategic report

Notes to the financial statements for the year ended 31 March 2024 continued

29. Contingent liabilities and commitments

The Group has committed to subscriptions to equity capital of $1,791,870, of which $1,571,820 has been called.

On 20 January 2023, the Group committed to a licence to use an office in London. The commitment is to 28 February 2025 and

the outstanding amount to be paid at 31 March 2024 was £792,165 (FY-23: £1,628,225). The full amount is payable within twelve

months (FY-23: £836,060).

30. Capital management

The Group’s objectives when managing capital are (i) to safeguard the Group’s ability to continue as a going concern; (ii) to

provide an adequate return to shareholders; and (iii) to meet regulatory capital requirements under the relevant jurisdictions

(FCA and BaFin).

The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments

to it in light of changes in economic conditions and the risk characteristics of the underlying assets, while also continuing to

ensure that the minimum required regulatory capital is maintained. In order to maintain or adjust the capital structure, the

Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares. The Group

had no debt in the current or prior financial year and consequently does not calculate a debt-to-adjusted capital ratio.

The Group’s capital structure consists of the following:

| 2024 | 2023
| £m | £m
Equity | 1.9 | 1.9
Retained earnings attributable to the equity holders | 27.1 | 26.4
Total capital | 29.0 | 28.3
Required regulatory capital | 8.3 | 7.1
Surplus capital | 20.7 | 21.2

1

1. Issued share capital, share premium and other equity reserves.

Total capital covers the Group’s regulatory capital requirements, and the surplus capital covers the Group’s internal

operational and investment capital requirements. The Directors consider that the surplus capital significantly exceeds the

actual day-to-day operational requirements.

31. Ultimate controlling party

As at 31 March 2024 the Company had no ultimate controlling party, nor at 31 March 2023.

32. Post-reporting date events

In April 2024 Record plc entered into an agreement to reduce the Company’s shareholding held in Dair Record Limited, from

50.1% to 5%. This transaction completed in June 2024. As a result, going forward, this investment will no longer be recognised

as a joint venture.

No other adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.

33. Restatement of purchase of own shares in the consolidated statement of cash flows

For the prior year ended 31 March 2023, the consolidated statement of cash flows previously showed the purchase of own

shares of £3,572,000, which included non-cash amounts of £1,722,000. In order for the purchase of own shares figure to

correctly show cash amounts only, this figure has now been updated in the FY-23 comparative figure to purchase of own

shares of £1,850,000. A corresponding adjustment to decrease in non-cash items has also been made in order to move the

non-cash movement to cash flows from operating activities, in line with the Company policy.

Since this represents a presentational adjustment only, the restatement does not impact the total reported for cash inflow

for the year, nor the closing balance for cash and cash equivalents for the year.

Record plc Annual Report 2024

146

Reconciliation of Underlying results to Statutory results

All Underlying values referred to throughout the Annual Report are an alternative performance measure equal to the Statutory

values less the effects of the £1.9 million intangible asset impairment.

This impairment is considered to be a one-time exceptional expense specific to the current period, and has been excluded to

enhance comparability with prior year figures.

A reconciliation of the Underlying to Statutory values has been detailed below:

Underlying operating profit

2024

£m

2023

£m

Statutory operating profit 12.6 14.5

Impairment of intangible assets 1.9 —

Underlying operating profit 14.5 14.5

Underlying profit before tax

2024

£m

2023

£m

Statutory profit before tax 12.9 14.6

Impairment of intangible assets 1.9 —

Underlying profit before tax 14.8 14.6

Underlying earnings per share

2024

pence

2023

pence

Statutory earnings per share 4.84 5.95

Impairment of intangible assets 1.01 —

Tax effects (0.25) —

Underlying earnings per share 5.60 5.95

Reconciliation of Alternative Performance Measures

Five year summary

Audited

Year ended 31 March

2020

£’000

2021

£’000

2022

£’000

2023

£’000

2024

£’000

Management fees 23,133 24,878 34,083 38,298 38,695

Performance fees 1,819 81 499 5,805 5,840

Other revenue 611 453 570 586 843

Revenue 25,563 25,412 35,152 44,689 45,378

Cost of sales (255) (399) (219) (37) (82)

Gross profit 25,308 25,013 34,933 44,652 45,296

Operating expenses (17,741) (18,934) (23,726) (29,888) (32,683)

Other income/(expenditure) 82 41 (372) (293) (15)

Operating profit 7,649 6,120 10,835 14,471 12,598

Net interest 88 33 21 127 313

Profit before taxation 7,737 6,153 10,856 14,598 12,911

Taxation (1,365) (802) (2,225) (3,259) (3,658)

Profit after taxation 6,372 5,351 8,631 11,339 9,253

Basic EPS (pence) 3.26 2.75 4.52 5.95 4.84

Ordinary dividend (pence) 2.30 2.30 3.60 4.50 4.60

Special dividend (pence) 0.41 0.45 0.92 0.68 0.60

Record plc Annual Report 2024

147

Additional informationGovernance Financial statementsStrategic report

Cautionary statement

This Annual Report contains certain forward-looking statements with respect

to the financial condition, results, operations and business of Record. These

statements involve risk and uncertainty because they relate to events and

depend upon circumstances that will occur in the future. There are a number

of factors that could cause actual results or developments to differ materially

from those expressed or implied in this Annual Report. Nothing in this Annual

Report should be construed as a profit forecast.

Information for shareholders

Record plc

Record plc is a public limited company incorporated in the UK.

Registered in England and Wales

Company No. 1927640

Registered office

Morgan House

Madeira Walk

Windsor

Berkshire

SL4 1EP

United Kingdom

Tel: +44 (0)1753 852 222

Fax: +44 (0)1753 852 224

Principal UK trading subsidiaries

Record Currency Management Limited

Registered in England and Wales

Company No. 1710736

Record Group Services Limited

Registered in England and Wales

Company No. 1927639

Both principal UK trading subsidiaries are based in Windsor.

Further information on Record plc can be found on the

Group’s website: www.recordfg.com

Dates for 2024 dividend

Ex-dividend date 11 July 2024

Record date 12 July 2024

Annual General Meeting 30 July 2024

Final dividend payment date 2 August 2024

Registrar

Link Group

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Further information about the Registrar is available on their

website www.linkgroup.eu

Record plc Annual Report 2024

148

The Group’s commitment to the environment is reflected in this report, which has been printed on

Munken Lynx Smooth, an FSC

®

certified material. FSC_C020637, PEFC_053399, EU Ecolabel, The paper

is inspected for Nordic Ecolabelled printing , ECF, ISO 14001, EMAS, Paper Profile, Safety of Toys, Food

contact, Age resistant (ISO 9706), Woodfree, Cradle to Cradle Certified

®

. Arctic Paper Munkedals AB

is one of the most environmentally-friendly paper mills in the world and meets the requirements for

FSC

®

Chain-of-Custody (“CoC”) certification. FSC

®

CoC certification assures that products sold with

an FSC

®

claim originate from well-managed forests, controlled sources, and/or reclaimed materials

in their supply chain. It confirms that throughout the production process there is: respect for human

rights, adherence to all local applicable timber legislation and no involvement in the destruction of

high conservation areas. Arctic Paper Munkedals’ Munkedal mill is committed to reducing its long-term

environmental impact and has the lowest water consumption per kilogram of paper in the entire

industry, whilst the company’s energy usage is within or below the EU’s Best Available Techniques.

This Document was printed by L&S using vegetable-based inks and is certified carbon neutral for

scope1&2 under the PAS 2060 standard and is ISO 27001 registered.

Designed and produced by

www.lyonsbennett.com

“Articles” The Articles of Association of the Company

“AUM” Assets Under Management

“Board” Company’s Board of Directors

“bps” Basis point = 100th of a per cent

“Companies Act” Every statute (including any orders, regulations or other subordinate legislation made under it)

from time to time in force concerning companies in so far as it applies to the Company

“Company” Record plc

“$” or “dollars” All references to dollars or $ symbol are to the currency of the US unless stated otherwise

“DPS” Dividends per share

“EBT” Employee Benefit Trust

“EM” Emerging Markets

“EMSF” Record EM Sustainable Finance Fund

“EPS” Earnings per share

“ESG” Environmental, social and governance

“EU” European Union

“ExCom” Group Executive Committee

“FRB” Forward Rate Bias

“GP” General Partner

“Group” or “Record” The Company and/or any one of its subsidiary undertakings

“IAS” International Accounting Standards

“ICARA” Internal Capital Adequacy and Risk Assessment

“IFPR” Investment Firm Prudential Regime

“IFRS” or “IFRSs” International Financial Reporting Standards

“IPO” Initial Public Offering

“KPI” Key Performance Indicator

“London Stock Exchange” London Stock Exchange plc

“LTIP” Long-Term Incentive Plan

“MiFID” Markets in Financial Instruments Directive

“Official List” The official list of the Financial Conduct Authority

“P2P” peer-to-peer

“RAM” Record Asset Management GmbH

“RC ML” Record Currency Management Limited

“RDAV” Record Digital Asset Ventures

“SIP” Share Incentive Plan

“SSO” Senior Sustainability Office

“TCFD” Task Force on Climate-related Financial Disclosures

“TSR” Total Shareholder Return

“UN PRI” United Nations Principles for Responsible Investment

“US” United States of America

Definitions

Record plc

Morgan House

Madeira Walk

Windsor

Berkshire SL4 1EP

T: +44 (0)1753 852 222

marketing@recordfg.com

www.recordfg.com

Record plcAnnual Report 2024