Record Financial Group

A specialist currency and asset manager

offering best-in-class solutions for large

institutional investors

recordfg.com

Record plcAnnual Report 2025

About us

Contents

Strategic report 1 to 35

About us 1

Chairman’s statement 2

Chief Executive Officer’s statement 4

Our Business Model 6

Our products 8

Our strategy 14

Key performance indicators 15

Chief Financial Officer’s review 16

Sustainability 22

Our stakeholders 28

Section 172 Companies Act 2006 30

Risk management 31

Viability statement 35

Governance 36 to 76

Chairman’s introduction 37

Board of Directors 38

Corporate governance report 40

Nomination Committee report 47

Audit Committee report 50

Remuneration report 54

Directors’ report 73

Directors’ responsibilities statement 76

Financial statements 77 to 125

Independent auditor’s report 78

Financial statements 88

Notes to the financial statements 95

Additional information 126 to 128

Five year summary 126

Product Reconciliations 127

Information for shareholders 128

Definitions IBC

Record Financial Group

The specialist currency and asset manager offering best-in-class

solutions to large institutional investors

• Founded in 1983 and publicly listed on the LSE.

• Over $100 billion in Assets Under Management for institutional

clientsworldwide.

• Over 100 employees in offices in London, Windsor, NewYork, Zürich,

Frankfurt and Amsterdam.

• Regulated by the FCA in the UK, the SEC and CFTC in the US, and BaFin

inGermany.

Our Purpose

To deliver exceptional tailored solutions to meet and exceed the

individual currency and asset management needs of each of our clients

Our Approach

Listen

A client-focused approach

Understand

Using strengths and experience developed

over 40 years in business

Deliver

Unique, innovative and sustainable solutions

Our Values

Delivery Client Service Integrity Collaboration Innovation

About us

Financial

Highlights

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

inSwitzerland, Germany, Netherlands and USA.

Our Business

Our Locations

Our bespoke currency and asset management products are

organised into three pillars:

Risk

Management

Absolute

Return

Private

Markets

• Passive Hedging

• Dynamic

Hedging

• Hedging for

Asset Managers

• FX Alpha

• Custom

Opportunities

• EM Local Debt

• Infrastructure

Equity

• Private Equity

• Private Credit

Assets Under Management

1

(“AUM”):

$95.4bn $4.5bn $1.0bn

Further details on our products are provided on pages 8 to 13.

Revenue

£41.6m -8.3%

FY-24: £45.4m

Operating profit

£10.7m -15.4%

FY-24: £12.6m

Profit attributable to equity holders

£9.7m +4.8%

FY-24: £9.3m

Earnings per share

5.03p +3.9%

FY-24: 4.84p

Ordinary dividend per share

4.65p +1.1%

FY-24: 4.60p

Assets Under Management

1

(“AUM”)

$100.9bn -1.3%

FY-25

FY-24

$100.9bn

$102.2bn

1. AUM managed by Record Financial Group as at 31 March 2025

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.

Strategic reportRecord plc Annual Report 2025

1

Additional informationGovernance Financial statements

In the last Annual Report, I commented on the management

changes that had recently taken place or were in hand. This

financial year represents the first year of what has been

a generational shift in the executive team, now led by Jan

Witte, with the support of Richard Heading, who joined

the Board as Chief Financial Officer in July last year, and

KevinAyles, Chief of Staff, who has been with the Company

since 2007, but who also joined the Board during the course

of the year. Inaddition, as anticipated in the previous Annual

Report, OthmanBoukrami was elected as a Non-executive

Director at the beginning of July, succeeding Tim Edwards

who stood down after the Annual General Meeting, and

whom I would like to thank for his years of service on the

Board. We have, as a result, witnessed a considerable change

to the leadership of the Group in the course of the past couple

of years.

Whilst there have been no subsequent changes to the

membership of the Board, I would also like to note the

appointment of Andreas Dänzer, who will join Record as

Group ChiefInvestment Officer (“Group CIO”) later this year.

Andreas brings a wealth of relevant experience, having held

a variety of seniorpositions in the investment sector, most

recently as CIO of Pension Fund of Credit Suisse (Switzerland).

Andreas has been known to Record for several years, making

him an excellent addition to the executive management team.

As would be expected from new hands at the tiller, the first

priority was to review the Group’s strategic direction, revisit

its medium and long-term goals and consider the human

resources needed to achieve them. In that respect, while the

past financial year may not have delivered standout figures,

ithas strengthened the foundations for future success.

For most of its history, Record’s core activity has been the

provision of currency hedging services predominantly to

major institutional investors seeking cost efficient protection

against adverse currency movements, whilst benefiting

from the majority of favourable trends. Through Record

Currency Management Limited, our key operating subsidiary,

that activity continues to be a core component of the Group

and accounts for the majority of our total Assets Under

Management.

The Group’s core offering continues to be currency hedging,

however, this is increasingly complemented by a broader

range of growth opportunities and it is now appropriate to

view the Group as an alternative asset manager with a strong

emphasis on risk management.

Whilst on an initial impression our products cover a wide

field, the common denominator is Record’s strength in

developing bespoke, high-quality, sophisticated solutions

for institutional investors, which are often benefiting

from Record’s knowledge and experience gained from its

core currency hedging mandates. In each case, Record is

compensated by management fees and, where applicable,

performance fees. These offerings are typically uncorrelated

with traditional asset classes and are carefully structured

to deliver attractive risk-adjusted returns or long-term risk

mitigation. By expanding its product offering, the Group is

well positioned to grow both revenue and profit. For example,

the Group recently announced that OWI-RAMS GmbH, a joint

venture of the Group, has signed non-binding term sheets

with Kore Potash plc, the potash development company,

to provide the total funding requirement for the Kola

Potash Project and Dougou Extension Potash Project in the

Sintoukola Basin, located in the Republic of Congo.

“ Our new executive team and refined Group

strategic direction have strengthened the

foundations for our future success.”

David Morrison |Chairman

Chairman’s statement

2

Record plc Annual Report 2025

Given that currency hedging continues to be at the core of

the Group, the full impact of the newer areas of focus will

inevitably take time to materialise. The Board is enthusiastic

about the Group’s pipeline ahead and looks forward to

overseeing the delivery of long-term value for stakeholders.

The Board is pleased to confirm that we continue to deliver

strong value to our investors through a solid and consistent

dividend. Looking ahead, we remain confident in our strategy

and are optimistic about the opportunities for growth and

improved performance in thecoming year.

The current economic and geopolitical environment is

probably as uncertain as it has been since the end of

the ColdWar. We have seen, over the last few months,

movementin the valuation of mainstream assets that

few would have imagined even a year ago. This has been

accompanied by non-trivial currency movements and

increasing speculation as to whether the USD’s role as the

world’s reserve currency will be sustained. In that context,

Record’s currency hedging activities may come more into

focus than they have for many years and the uncorrelated

nature of the returns in other parts of the product portfolio

give rise to optimism about their potential for growth in

the medium term, even in turbulent markets. What is more

difficult to predict is the timing, but the new financial year

hasstarted very encouragingly.

David Morrison

Chairman

19 June 2025

Chairman’s statement

3

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

The close of this financial year also concludes my first full

year as Group CEO, after almost 13 years at Record. While

my previous responsibilities included clients, investments

and the regulated businesses, this year my role expanded

to oversee public markets and direct engagement with our

shareholders.

In addition to the Group CEO transition, Richard Heading

joined us as Group CFO and Kevin Ayles joined the Board as

Chief of Staff. Iam grateful for their support and commitment

and am proud to lead a strongly united and effective

executive team.

As we reflect on the past year as another step towards the

achievement of our goals, Record’s unique selling point

remains the same:

We deliver best-in-class solutions for large

institutional investors

Our objectives remain fundamentally unchanged, and we

continue to pursue:

• Organic Growth;

• Quality of Earnings; and

• Operational Excellence.

I am pleased to provide progress updates on each of them.

Organic Growth

We are comfortable with the strategic direction we have

chosen, which is validated by a strengthening of the

Group’s existing business (operationally and financially)

and an expansion of our opportunity set. Given the long

lead times that some of our mandates require, business

growth continues to be variable. Although there have been

no material opportunities concluding in the last financial

year, we are, however, looking at a pipeline which is much

strongerthan this time last year, with several large projects

very close to completion.

Looking forward, we now characterise the businesses by

three pillars, namely:

• Risk Management;

• Absolute Return; and

• Private Markets.

These pillars play an important part in contributing to the

stability of the business and the growth opportunities we see.

As announced earlier this year, Andreas Dänzer will join us

as Group CIO this summer. We are looking forward to having

him as Group CIO; his appointment recognised an evolution

of the role, and will bring together all parts of the Group’s

investment landscape under one leadership. Andreas has a

strong background in all relevant investment areas and is

very familiar with the Record Group and its clients.

Assets Under Management Ordinary dividend per share Earnings per share

$100.9bn -1.3% 4.65p +1.1% 5.03p +3.9%

FY-25

FY-24

$100.9bn

$102.2bn

FY-25

FY-24

4.65p

4.60p

FY-25

FY-24

5.03p

4.84p

“ With continued focus on our three strategic

priorities, we’re seeing positive progress

across all areas.”

Jan Witte |Chief Executive Officer

Chief Executive Officer’s statement

4

Record plc Annual Report 2025

Quality of Earnings

We are consistent in our pursuit of high-quality earnings

and fees structures. While a lot of our mandates are liquid,

we have started to add an increasing number of smaller

accounts, diversifying our customer base by applying

our relationship management skills developed with our

long-term larger clients. We are also evolving as a business

with high expertise in the complexities of liquid markets into

one that also has a firm footing in private markets. Thishas

the obvious advantage of expanding our fee range into an

area with higher revenues over longer lock-in periods, which

is an attractive addition and helps us reduce reliance on any

one specific fee model.

One of last year’s milestones was the launch of our

Infrastructure Equity fund, with an initial commitment of

€1.1billion, this is an evergreen structure with a 15-year break

clause and a nice example of our capabilities when entering

a new field. We are excited about the team’s potential to

expand this first step into a large growth area ofbusiness for

the Group.

Operational Excellence

Our new IT leadership (originally announced in spring 2024)

has made great strides in modernising our operational

infrastructure, confirming our strategy to create an

in-house team focusing on our exact requirements. Our IT

requirements will, in lockstep with client requirements,

continue to evolve, and there is always ongoing development

in this space, butweare pleased to now have a team that

moves at the required pace.

While closely monitoring headcount numbers and costs,

which we aim to efficiently manage with the help of

technology, we continue to increase our internal operational

expertise across different asset classes.

This aligns with client demands, which increasingly often

touch more than one area, and our business offering which

now spans well beyond currency services. We now have our

own internal Fixed Income, Infrastructure Equity, Private

Equity and Private Credit teams, who in turn routinely offer

segregated accounts, fund structures, securitisation vehicles

and special purpose vehicles to our clients.

Looking ahead

Amid rising global volatility and the continued growth

of private markets – driven by bank disintermediation

and heightened regulation – we believe the Group is well

positioned for the years ahead. We are also beginning to

see meaningful synergies across our product lines, as

more of our Risk Management clients are turning to us for

complementary offerings such as Credit and Infrastructure.

This diversification now spans pension funds, foundations

and,increasingly, other asset managers.

We remain optimistic about the future, both near and

long-term. Our unwavering commitment to delivering a

best-in-class, tailored client experience continues to be

a key differentiator - one that not only strengthens client

relationships but also attracts top-tier talent to our highly

regarded team.

Jan Witte

Chief Executive Officer

19 June 2025

Chief Executive Officer’s statement

5

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Creating value through our innovative product suite and

superiorclient service, to drive sustained AUM growth,

strongcashgeneration and consistent shareholder returns.

Our Business Model

What we do:

With over four decades of currency

management experience, currency

management products and solutions

form our foundation and are a key part

ofour client offering.

Since entering into the broader asset

management space, our product suite

has grown to include solutions and

products to help our clients address the

investment challenges they face outside

the pure FX arena.

Our bespoke currency and asset

management products are organised

intothree pillars:

Risk Management:

• Passive Hedging

• Dynamic Hedging

• Hedging for Asset Managers

Absolute Return:

• FX Alpha

• Custom Opportunities

Private Markets:

• EM Local Debt

• Infrastructure Equity

• Private Equity

• Private Credit

See more on pages 8 to 13

How we do it:

Our strategy

Our strategy recognises the strengths

and expertise of our business and

combines this with the adoption

of operational advances and

differentiated skill-sets through

collaboration with our like-minded,

specialist partners.

This approach allows us to offer our

clients unique, opportunistic and

sustainable solutions to meet their

individual investment objectives.

This enables us to deliver on our

threestrategic priorities:

1. Organic Growth

2. Quality of Earnings

3. Operational Excellence

See more on page 14

Our approach

Our business methodology allows us

to provide tailored solutions to all our

clients that lead to value creation for

all our stakeholders.

1

Listen

A client-focused approach

2

Understand

Using strengths and experience

developed over 40 years in

business

3

Deliver

Unique, innovative and

sustainable solutions

Guided by

our purpose:

Inspired by

our values:

To deliver exceptional tailored

solutions to meet and exceed

the individual currency and

asset management needs of

each of our clients.

Delivery

Client Service

Integrity

Collaboration

Innovation

6

Record plc Annual Report 2025

Our Business Model

Delivering best-in-class solutions to large institutional investors.

Creates value for:

Our 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, we

deliver innovative products and services and the highest

levels of client service.

Our shareholders

We are able to ensure the long-term success of the Group

and to deliver enhanced shareholder value through growth in

financial performance and consistent capital distributions.

Our highly cash-generative business model allows

us to maintain a strong balance sheet while investing

for long-term value creation and delivering attractive

dividendsto shareholders.

Our people

Our people make our business great and are championed for

their intellectual diversity, passion and dynamism. We have

ensured that our culture extends across all offices, openly

reflecting our core values and creating the best possible

working environment where our people can thrive.

The environment and society

We have committed to reduce our own carbon emissions

andto develop impactful and sustainable investment

solutions alongside our clients and partners. We also

continue to provide ongoing support to local community-led

projects and charitable causes.

Our future

Cash generated is used to reinvest into the business in the

pursuit of organic growth, to ensure day-to-day expenditure

requirements are met, and to return surplus cash to our

shareholders as dividends.

Clients across the globe:

UK, North America, EU, Switzerland, and Australia

Offices across the globe:

UK, US, Switzerland, Germany and the Netherlands

Environmental, Social and Governance:

Ordinary dividends As at 31 March 2025

As at 31 March 2025:

Net assets:

£29.1m

Ordinary dividend per

share:

4.65p

Year-on-year growth:

+1.1%

Three year annual

compound growth:

+8.9%

Assets managed as cash

(no external debt):

£13.3m

7

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Our products

Risk Management

Our Risk Management solutions are

designed to help clients navigate the

complexities of foreign exchange

fluctuations.

Our solutions include:

• Passive Hedging

• Dynamic Hedging

• Hedging for Asset Managers

Working closely with our clients, we can tailor

each of these solutions to meet specific needs,

ensuring currency risk is managed effectively

across individual client investment strategies.

These products aim to reduce volatility,

preserve returns and improve overall

risk-adjusted performance.

Assets Under Management (“AUM”)

$95.4bn

Management fees

£28.7m

Passive Hedging

Passive Hedging’s sole objective is the cost-effective

reduction of currency risk. This is achieved through the

symmetrical and unbiased elimination of currency exposure

from clients’ international portfolios.

Enhanced Passive Hedging builds on our core offering.

Recognising the opportunities presented for adding value,

these products take advantage of structural inefficiencies

and behavioural changes arising in FX markets, with a

structured and risk-managed approach.

Client profile

Institutional investment firms, ranging from public

pension funds to privately owned funds. These firms have

liabilities in one currency and assets globally, and want to

ensure their risk budgets are spent productively by aiming

to completely remove currency risk. Depending on the

client appetite, some set outperformance targets, aiming

to generate incremental value add.

Risk appetite Return volatility

L

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Mandate size

$900m average

AUM composition

Large

CHF

EUR

GBP

USD

88%

3%

8%

1%

8

Record plc Annual Report 2025

Our products

Dynamic Hedging Hedging for Asset Managers

Dynamic Hedging is an attractive alternative to Passive

Hedging and is designed to reduce currency risk, limit

negative cash flows from hedging, and generate value.

This product seeks to allow our clients to benefit from foreign

currency strength, while protecting them from foreign

currency weakness relative to their own base currency. Value

is generated through the systematic adjustment of the hedge

ratio producing an asymmetric return – capturing gains when

the base currency is strong, while limiting losses when the

base currency is weak.

Hedging for Asset Managers products have been developed

as an extension of our Passive Hedging experience and

expertise, specifically for asset managers where currency

exposure can materially impact the yield delivered to

investors when left unhedged.

These bespoke solutions are tailored specifically to the

individual asset manager’s strategy and structure of their

underlying investments with a focus on liquidity management,

efficient implementation and granular reporting.

Client profile

Large institutions such as pension funds and

endowments looking to manage currency risk and

reduceoverall portfolio volatility. Benchmarking can be

against unhedged and/or a passive hedge at a particular

hedge ratio.

Client profile

Private equity and credit funds with low levels of liquidity

that require a more bespoke hedging solution due to cash

constraints, as well as managers that have investments

in different currencies and are looking to remove the

currency exposure.

Risk appetite Return volatility

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Risk appetite Return volatility

L

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Mandate size

$700m average

Mandate size

$100m average

AUM composition AUM composition

USD AUD

EUR

GBP

USD

JPY

100%

51%

36%

9%

2%

2%

Medium Medium

9

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Our products continued

Absolute Return

Our Absolute Return products target

delivering consistent, positive returns

regardless of market conditions.

Our solutions include:

• FX Alpha

• Custom Opportunities

These products aim to provide clients with

attractive returns while maintaining low

correlation with traditional asset classes

through strategic downside protection.

Assets Under Management (“AUM”)

$4.5bn

Management fees

£3.5m

FX Alpha

The FX Alpha product suite is a systematic multi-strategy

offering which combines multiple return drivers into a single

balanced portfolio that targets consistent returns in a variety

of market conditions.

FX Alpha targets risk premia and market inefficiencies within

the currency markets, combining a mix of fundamental and

quantitative models over short to long-term horizons.

These portfolios trade in both developed and emerging

markets, resulting in a diversified return stream for clients

which performs in a variety of market conditions with low

correlation to traditional assets.

Client profile

The uncorrelated nature of FX Alpha offers investors

the opportunity to enhance returns through a range of

market cycles. Delivered through capital-efficient FX

forward instruments, FX Alpha can be deployed as a

standalone alternatives strategy, layered over existing

equity or fixed income allocations, or integrated with a

passive hedge to dynamically shift exposures toward

currency market opportunities.

Risk appetite Return volatility

L

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Mandate size

$500m average

AUM composition

AUD

USD

54%

46%

Low, Medium and High as

FXAlpha is scalable

Investors can target a desired

volatility

Varies

10

Record plc Annual Report 2025

Our products continued

Custom Opportunities

A range of bespoke strategies including interest rate swaps,

protected equities and tailored mandates that incorporate

both risk-reducing and return-seeking objectives tailored to

individual client requirements.

An example is the Record Protected Equities Fund, designed

to target long-term capital appreciation by investing in listed

companies with favourable characteristics (e.g. size, value

andquality), whilst maintaining continuous protection to

mitigate the impact of steep intermediate drawdowns.

The strategy maximises upside returns through global

broadly diversified equity exposure whilst minimising the

downside with a specialised risk mitigation strategy.

Investment objective

• Capital gains

• Multi-manager strategy

• Long-term time horizon

Portfolio composition

98%

2%

Avantis Multi-Factor

Equities

Universa Black Swan

Protection Protocol

11

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Our products continued

Private Markets

Our Private Markets offerings provide

clients with access to high-quality,

long-term investment opportunities.

Our solutions include:

• EM Local Debt

• Infrastructure

• Private Credit and Equity

These strategies offer diversification and

potential for attractive risk-adjusted returns

inthe private market sector.

Record’s pipeline of Private Markets products

will also extend to private credit in the future,

thus offering our clients a comprehensive

rangeof investment opportunities within

PrivateMarkets.

Assets Under Management (“AUM”)

$2.2bn*

Management fees

£5.0m

* Inclusive of $1.2bn in commitments to Infrastructure Equity

EM Local Debt

The Record EM Sustainable Finance Fund (“EMSF”) is a

sustainability-led fund offering investors higher yield, carry

and return opportunities relative to traditional EM Local Debt

products.

Alongside financial returns, the strategy seeks to have

a positive impact by mobilising private capital for the

development of Emerging Market and Developing Economies.

Taking the currency risk from development lenders enables

local borrowers to access financing in their local currency

and removes their exposure to exchange rate fluctuations.

Established in June 2021, EMSF is an Article 8 Fund under

theEuropean Sustainable Financial Disclosure Regulation.

Investment objective

• Capital gains

• Impact strategy

• Medium to long-term time horizon

Geographical impact

23%

31%

12%

22%

7%

5%

Europe & Central Asia

Latin America & Caribbean

Middle East & North Africa

Sub-Saharan Africa

East Asia & Pacific

South Asia

12

Record plc Annual Report 2025

Our products continued

Private Equity/Private CreditInfrastructure Equity

A structured solutions space where we have the opportunity

to deliver impressive growth in profitability together with our

trusted partners, and where we are making fast progress.

In December 2024 we announced that we are working to

launch the world’s first Sharia-compliant Deep Tier Supply

Chain finance fund with a target of $1.0 billion of initial

funding.

In early June 2025 we also announced that, through our

joint venture, we have signed non-binding term sheets on a

$2.2billion financing transaction supporting Kola Potash.

The Record Infrastructure Equity Fund offers investors

access to stable, inflation-adjusted returns, while providing

diversification across sectors such as renewable energy,

datainfrastructure, transport, and network utilities.

The fund intends to build a portfolio of non-listed minority

equity stakes of infrastructure assets worldwide, with

a particular emphasis on brownfield assets, which are

existing infrastructure projects that require renovation or

improvement.

With a three-year deployment period, the fund seeks

to identify high-potential opportunities that target

stable returns and a positive sustainable impact over

amulti-yearhorizon.

Investment objective

• Consistent returns

• Diversified strategy

• Long-term time horizon

Investment objective

• Capital gains

• Impact strategy

• Long-term time horizon

13

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Our strategy

Our strategy recognises the strengths and expertise of our business built

overmore than 40 years, and combines this with the adoption of operational

advances and differentiated skill-sets through collaboration with our

like-minded, specialist partners.

This approach allows us to offer our clients unique, opportunistic and sustainable solutions to meet their differentiated

investment objectives.

This enables us to deliver on our three strategic priorities:

Our focus remains on continued growth

across our product suite.

Our position as trusted adviser and

our approach of “Listen, Understand,

Deliver” allow us to fully understand

the investment risks and challenges

faced by clients and to respond with

tailored solutions.

This flexibility and expertise in

structuring unique solutions means we

can respond to ever-changing markets

and client demands, creating a strong

foundation for sustained growth.

Progress

Although total AUM and revenue are

slightly down from FY-24 (-1.3% and

-8.3% respectively), we have seen

some key growth developments across

multiple products:

• Hedging for Asset Managers:

• +37% AUM

• +24% management fee income

• +€1.1 billion in commitments for the

Record Infrastructure Equity Fund to

be deployed over three years.

• Existing Risk Management clients

have cross-invested into our Record

Diversified GP Stakes Fund.

• Non-binding terms signed on $2.2bn

funding for Kola Potash project

1. Organic Growth

Our strategy to improve the quality

of earnings is focused on investing in

those products identified for growth

and in ensuring clearly defined

responsibility and accountability across

all areas of the business.

To this end, by investing in our people,

products 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.

Progress

• Our Passive Hedging products

continue to outperform targets,

earning £3.2 million in performance

fee income in FY-25.

• Focus on the deployment of the

Record Infrastructure Equity

Fund commitments will result in

investments locked in for at least

15 years, further contributing to

the future stability of earnings and

longevity of clients.

• EPS has increased by 4%, allowing

for an increased ordinary dividend

per share of 4.65 pence per share

forRecord plc shareholders.

2. Quality of Earnings

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.

This is achieved by ensuring we

have the right people and the right

operational framework, specifically

focused on our clients’ needs.

This framework lends itself to

improved operational efficiency and

performance, as well as an enhanced

client experience.

Progress

• Our new IT leadership has

restructured in-house

infrastructureand development

expertise to align with our strategic

and operational priorities.

• Disciplined cost management has

resulted in costs remaining flat.

• New London Head Office to

consolidate Windsor and London

offices to enhance collaboration

between teams and improve

workplace experience.

• Andreas Dänzer will join Record as

the new Group CIO and brings with

him a wealth of valuable experience,

having overseen large investment

teams managing institutional

investment portfolios.

3. Operational Excellence

14

Record plc Annual Report 2025

Key performance indicators

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, whilst others represent higher-level key metrics in terms of the Group’s business

andfinancial performance.

Financial KPIs

Why this is important

A key indicator of client experience,

product quality and growth, and a key

driver of profitability.

Link to strategy

Why this is important

Measures the overall effectiveness of

the business model, and drives both our

dividend policy and the value generated

for shareholders.

Link to strategy

Why this is important

An indicator of business growth.

Link to strategy

Why this is important

An alternative performance measure

that is a key driver of future revenue and

an indicator of business growth.

Link to strategy

Why this is important

An indicator of client growth and quality

client relationships sustained through

investment cycles.

Link to strategy

Why this is important

An indicator of the efficiency of the

business in turning revenue into profit

on an ongoing basis.

Link to strategy

Why this is important

Measures the value generated

forshareholders.

Link to strategy

Why this is important

Aligns employee interests with those

of our shareholders, ensuring the

longer-term success of our business.

Link to strategy

Revenue

Basic earnings

per share (“EPS”)

Average number

of employees

Assets Under Management

(“AUM”)

Client longevity

Operating profit margin

Ordinary dividend

per share

Employees with

equity interest

FY-24

FY-23

FY-22

FY-21

FY-25

£41. 6m

£45.4m

£44.7m

£35.1m

£25.4m

FY-24

FY-23

FY-22

FY-21

FY-25 26%

28%

32%

31%

24%

FY-24FY-24

FY-24

FY-24

6-10 years

FY-23FY-23

FY-23

FY-23

3-6 years

FY-22FY-22

FY-22

FY-22

1-3 years

FY-21FY-21

FY-21

FY-21

0-1 year

FY-25FY-25

FY-25

FY-25

>10 years

5.03p99

63%

$100.9bn

13%

15%

21%

28%

23%

4.84p96

66%

$102.2bn

5.95p88

63%

$87.7bn

4.52p82

61%

$83.1bn

2.75p83

68%

$80.1bn

FY-24

FY-23

FY-22

FY-21

FY-25 4.65p

4.60p

4.50p

3.60p

2.30p

Non-financial KPIs

15

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Overview

AUM remained above $100 billion throughout the year as

Record demonstrated the resilience of its unique specialist

asset management business model.

Revenue declined in FY-25 due to lower performance fees

and the impact of one large client loss and another client

change of strategy, but new client wins for our Hedging for

Asset Manager offering, in particular, added to the strength

of the client base.

In a year of management and operational transition we

have controlled costs while making important investments

for the future, particularly in technology and operational

infrastructure, while our new office in Paddington is not only

a first-class workspace, but also a cost-effective, long-term

solution. Operating costs were down 6%. Excluding the

impact of the £1.9 million impairmentof internally developed

software recognised in FY-24, operating costs were flat year

on year.

The tax rate was low this year as we recognised a tax

credit in respect of inception to date losses in our German

subsidiary. This reflects our confidence that that entity will

soon start to deliver profitable growth.

We have continued to invest in Record Asset Management,

where our joint shareholding with the management team

allows us to share the upfront costs. As a result, earnings

pershare increased from 4.84 pence per share to 5.03 pence

per share.

Our balance sheet remains strong. Net assets of £29.1million,

includes assets managed as cash of £13.3million, which

represents a healthy surplus over our regulatory capital

requirement. We view balance sheet strength as important to

both clients and investors and it willremain a priority.

The recommended final dividend of 2.50 pence per share

will bring the total ordinary dividend for the year to 4.65

pence per share, up 1% on last year, which represents 92%

ofearnings per share.

“ In a year of leadership transition, we have

carefully managed the cost base while

making important investments for the future.

We have delivered higher EPS and an increase

in the ordinary dividend, while maintaining

balance sheet strength.”

Richard Heading |Chief Financial Officer

Chief Financial Officer’s review

Revenue Operating costs Profit attributable

toequityholders

£41.6m -8.3% £30.8m -5.8% £9.7m +4.8%

FY-25

FY-24

£41. 6m

£45.4m

FY-25

FY-24

£30.8m

£32.7m

FY-25

FY-24

£9.7m

£9.3m

16

Record plc Annual Report 2025

AUM development

At the end of FY-24, Assets Under Management increased to over $100 billion for the first time, and has remained above

that milestone throughout FY-25. At the year end, AUM was down 1% at $100.9 billion (FY-24: $102.2 billion). Net flows were

negative due to some isolated client losses, but partially offset by foreign exchange movements.

AUM is presented in US dollars but the underlying assets are denominated in multiple underlying currencies and we earn

management fees in those underlying currencies. The foreign exchange movements were driven by strengthening of the Swiss

Franc against the US dollar and the impact on our revenue in GBP terms was small.

During the year we restructured our products into 3 pillars: Risk Management, Absolute Return and Private Markets. AUM and

Revenue are presented in this report in those pillars and a reconciliation of the new to old presentation is provided on page 127.

AUM composition and movement by product and movement analysis

31 Mar

2023

$bn

Net flows

$bn

Equity

& other

market

impacts

$bn

FX &

scaling adj.

$bn

31 Mar

2024

$bn

Net flows

$bn

Equity

& other

market

impacts

$bn

FX &

scaling adj.

$bn

31 Mar

2025

$bn

Passive Hedging 54.5 7.4 3.7 0.4 66.0 (2.3) 0.1 1.3 65.1

Dynamic Hedging 14.7 0.3 1.5 0.0 16.5 (0.8) 0.3 0.0 16.0

Hedging for Asset Managers 9.3 1.3 (0.1) (0.1) 10.4 3.6 0.2 0.1 14.3

Risk Management 78.5 9.0 5.1 0.3 92.9 0.5 0.6 1.4 95.4

FX Alpha 2.8 0.0 1.6 0.1 4.5 (1.3) (1.0) 0.8 3.0

Custom Opportunities 5.2 (2.0) 0.1 0.4 3.7 (2.3) 0.0 0.0 1.4

Cash 0.1 0.0 0.0 0.0 0.1 0.0 0.0 0.0 0.1

Absolute Return 8.1 (2.0) 1.7 0.5 8.3 (3.6) (1.0) 0.8 4.5

EM Local Debt 1.1 (0.1) 0.0 0.0 1.0 0.0 0.0 0.0 1.0

Private Markets 1.1 (0.1) 0.0 0.0 1.0 0.0 0.0 0.0 1.0

Total AUM 87.7 6.9 6.8 0.8 102.2 (3.1) (0.4) 2.2 100.9

The composition of AUM by underlying currency is as follows:

Swiss franc 57%

US dollar 26%

Euro 7%

Sterling 7%

Australian dollar 2%

Other 1%

Risk Management

AUM in our core Risk Management products increased by 3% to $95.4 billion (FY-24: $92.9 billion).

Passive Hedging AUM was down slightly following rapid growth in FY-24. Net outflows reflected a client loss during the year

and some lowering of hedge ratios across several clients. This was partially offset by FX gains on assets which for our Passive

Hedging clients are predominantly denominated in Swiss francs.

AUM in Dynamic Hedging is more heavily weighted to US dollars. As the US dollar weakened we saw Dynamic Hedging clients

slightly reduce their hedge ratios, although this was partly offset by increases in the value of the underlying assets.

Hedging for Asset Managers is a rapidly growing service and we saw strong inflows during the year. AUM inflows in Hedging for

Asset Managers have two components: we expect to grow by winning new clients, but also to grow as existing clients launch

new funds. In FY-25, new client wins accounted for $0.8 billion and new fund launches for existing clients were $2.8 billion.

Absolute Return

AUM for Absolute Return products tends to be more volatile as clients are more likely to move in and out of Absolute Return

strategies. The wind up of a client mandate at the end of the period reduced closing AUM in FX Alpha by $1.3 billion, while the

discontinuation of a tactical interest rate portfolio in the third quarter reduced AUM in Custom Opportunities by $2.3 billion.

Chief Financial Officer’s review

17

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Chief Financial Officer’s review continued

Private Markets

In EM Local Debt, AUM was unchanged at $1 billion. This is the AUM in our Emerging Markets Sustainable Finance fund launched

in FY-22.

While not yet reported as AUM, we also have commitments of €1.1 billion to our Infrastructure Equity fund which was launched

during the year.

Income Statement

FY-25

£m

FY-24

£m

Change

%

Revenue 41.6 45.4 (8%)

Cost of Sales (0.5) (0.1) 476%

Gross Profit 41.1 45.3 (9%)

Operating costs (30.8) (32.7) (6%)

Other income 0.4 — nm

Operating profit 10.7 12.6 (15%)

Net finance income 0.2 0.3 (9%)

Profit before tax 10.9 12.9 (15%)

Tax (1.8) (3.6) (50%)

Profit after tax 9.1 9.3 (2%)

Total comprehensive income for the year attributable to:

Equity holders of the Group 9.7 9.3 5%

NCI (0.6) — nm

EPS 5.03p 4.84p 4%

Revenue

Total revenue of £41.6 million (FY-24: £45.4 million) was down 8%. Management fees of £37.2 million (FY-24: £38.7 million)

weredown 4% following the restructure of a large client mandate in FY-24 and the discontinuation of a tactical interest

rateswap portfolio in the first half of FY-25.

Performance fees of £3.2 million, while once again an important component of total revenue, were down against an

exceptionally strong performance in FY-24.

Other services income, which comprises primarily distribution fees earned in our asset management business, nearly doubled

as activity increased in Record Asset Management, our German asset management subsidiary.

18

Record plc Annual Report 2025

Chief Financial Officer’s review continued

FY-25

£m

FY-24

£m

Change

%

Management fees

Passive Hedging 11.5 9.7 18%

Dynamic Hedging 13.7 13.7 0%

Hedging for Asset Managers 3.5 2.9 24%

Risk Management 28.7 26.3 9%

FX Alpha 1.6 1.3 30%

Custom Opportunities 1.9 6.3 (70%)

Absolute Return 3.5 7.6 (53%)

EM Local Debt 5.0 4.8 4%

Private Markets 5.0 4.8 4%

Total management fees 37.2 38.7 (4%)

Performance fees 3.2 5.8 (46%)

Other services income 1.2 0.8 42%

Total revenue 41.6 45.3 (8%)

Management fees increased on all products except Custom Opportunities where, as previously noted, we experienced lower

AUM in the period.

Risk Management – management fees

Management fees from Risk Management products increased by 9% to £28.7 million (FY-24: £26.3 million).

Passive Hedging management fees increased by 18% to £11.5 million (FY-24: £9.7 million) reflecting primarily the restructure

ofalarge client mandate from an active Custom Opportunities strategy to a Passive Hedging strategy at the end of last year.

Management fees from Dynamic Hedging were £13.7 million (FY-24: £13.7 million) flat year-on-year, while Hedging for

AssetManagers made good new business wins during the year, growing management fee revenue by 24% as a result.

19

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Chief Financial Officer’s review continued

Income statement continued

Revenue continued

Absolute Return – management fees

Management fees from FX Alpha increased by 30% to £1.6 million (FY-24: £1.3 million). The reduction in FX Alpha AUM occurred

late intheyear and therefore the impact on revenue was limited. The full impact of that AUM reduction will be felt in FY-26.

Custom Opportunities revenue was down considerably due to a client mandate restructure into Passive Hedging and the

discontinuation of a tactical interest rate swap portfolio.

Private Markets – management fees

EM Local Debt, which comprises our Emerging Markets Sustainable Finance funds, generates high and consistent revenue from

astable AUM base. AUM was unchanged in the period and revenue increased by £0.2 million to £5.0 million (FY-24: £4.8 million).

Performance fees

Performance fees of £3.2 million, while once again an important component of total revenue, were down against an

exceptionally strong performance in FY-24. Performance fees in this year were all earned on Enhanced Passive Hedging

mandates. While performance fees on FX Alpha products are somewhat dependent on market conditions, on Enhanced

PassiveHedging mandates they can be earned more consistently on a systematic basis and this year increased from

£2.9million to £3.2 million.

Expenditure

Operating costs

FY-25

£m

FY-24

£m

Change

%

Staff costs 15.9 16.7 (5%)

Technolog y 4.2 6.5 (35%)

Professional fees 3.1 2.4 32%

Occupancy 1.3 1.0 36%

Depreciation and amortisation 0.8 0.7 5%

Travel and marketing 0.8 1.0 (8%)

Operating costs (excl. bonus) 26.2 28.3 (7%)

Bonus 4.6 4.4 4%

Operating costs 30.8 32.7 (6%)

Headcount (average) 99 96 3%

Operating costs of £30.8 million (FY-24: £32.7 million) were down 6%. Excluding the impact of the one-off impairment of

internally developed software recognised at the end of FY-24, total operating costs were flat. This represents good progress

inrestructuring our cost base and aligning investment to our strategic priorities.

Following a comprehensive review of technology, tech development has been brought in-house and tech development teams

now work closely with operational teams to deliver technology improvements in line with operational priorities. Thisis

already delivering better and faster outcomes at lower cost, which has enabled us to reduce staff costs by 5% to £15.9 million

(FY-24:£16.7 million). This has been achieved while at the same time increasing salaries in line with inflation and adding

additional headcount in key areas such as Record Asset Management.

Technology cost represents the cost of third party systems, consultants and market data, and included in the prior year figure

is the £1.9 million IT write-off. Our new technology leadership team has made a good start on rationalising and reducing those

costs, and excluding the impact of the IT write off in the prior year, these costs are down 9%.

We have increased spending on professional fees, which includes legal fees, primarily in relation to the set up and launch of

new structured solutions that we expect to launch soon.

20

Record plc Annual Report 2025

Chief Financial Officer’s review continued

Occupancy costs are higher due to the temporary double-running of office space during the transition to our new office.

Goingforward, our overall occupancy costs will be lower.

Other income and expense arises from the change in carrying value of investments held on our balance sheet, as well as

FXgains or losses. The carrying value of investments increased by £0.3 million during the year, which accounts for the

majorityof the income.

The Board retains discretion to operate a bonus pool in the range of 25%-35% of pre-bonus operating profit. ForFY-25

theBoard approved a bonus pool of 30.8% of pre-bonus operating profit, giving total bonus cost of £4.6 million

(FY-24:£4.4million). Theincrease over the prior year reflects the Board’s decision in FY-24 to fund the bonus pool at

thebottomendof the range.

Further information on bonuses can be found in the Remuneration report.

Operating profit and underlying profit margin

Statutory operating profit of £10.7 million (FY-24: £12.6 million) was down 15%, driven by lower performance fees. On an

underlying basis, excluding the impactofthe impairment of internally developed software, operating profit was down 27%.

Operating margin decreased from 27.8% to 25.6%.

Profit after tax and earnings per share

Profit after tax of £9.1 million (FY-24: £9.3 million) was down 2%.

The tax charge for the year was £1.8 million (FY-24: £3.7 million). The reduction in the tax charge reflects the impact of a tax

credit recognised in the period in respect of cumulative tax losses in Record Asset Management GmbH (“RAM”), our German

subsidiary, reflecting our confidence in the future revenues and profits of RAM.

On 1 April, the Group transferred a 59% shareholding in RAM to the RAM management team. As a result, a portion of profit

aftertax is attributable to non-controlling interests. Since RAM incurred losses during the period, the impact is to increase

profit after tax attributable to Record plc shareholders to £9.7 million (FY-24: £9.3 million).

Earnings per share has increased by 4% to 5.03 pence (FY-24: 4.84 pence).

Financial stability and capital management

Maintaining a strong balance sheet is a priority for Record and we believe this is important to investors and clients alike.

At 31 March 2025, net assets were £29.1 million (FY-24: £29.0 million) which is £20.5 million in excess of our minimum

regulatory capital requirement of £8.6 million which we are required to maintain by the FCA in the UK and BaFin in Germany.

Included within net assets is £13.3 million of assets managed as cash (FY-24: £17.5 million). The reduction in cash and cash

equivalents compared to last year end is due to the fit-out costs of the new Paddington office and the impact of maintaining the

prior year dividend while delivering lower profits in the current year. Nevertheless, we remain in a very strong cash position.

Dividends

An interim ordinary dividend of 2.15 pence per share (FY-24: 2.15 pence) was paid to shareholders on 20 December 2024,

equivalent to £4.1 million.

As disclosed in the Chairman’s statement on page 2, the Board is recommending a final ordinary dividend of 2.50 pence

pershare (FY-24: 2.45 pence), equivalent to approximately £4.9 million, taking the overall ordinary dividend for the financial

yearto 4.65 pence per share (FY-24: 4.60 pence), representing 92% of total earnings per share of 5.03 pence.

Outlook

We have started FY-26 with a well-positioned pipeline. Over the medium term, we expect the deployment of new funds

inthePrivate Markets space in particular to drive revenue and EPS growth.

The outlook for the current year is highly dependent on the timing of closing the large and complex deals currently in the

pipeline, but we are anticipating low single digit revenue growth and flat EPS year-on-year.

Recognising the importance of the dividend to investors, and the uncertainty of timing of new revenue growth, we remain

committed to paying a healthy ordinary dividend while always balancing that with the aim of maintaining a strong balance sheet.

Richard Heading

Chief Financial Officer

19 June 2025

21

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Governance

The Record plc Board delegates accountability for the Group

sustainability strategy to the Sustainability Committee, which

is comprised of key senior leaders who take responsibility for

setting the sustainability strategy and proactively integrating

sustainable practice across the business.

The Sustainability Committee meets at least quarterly to

review and make decisions on key ESG issues and receives

regular updates and points for discussion from the ESG

and Impact Manager. The Sustainability Committee 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 ESG and Impact Manager is responsible for driving

progress against the sustainability strategy, taking

recommendations and proposals to the Sustainability

Committee and implementing actions as approved. TheESG

and Impact Manager acts as conduit, co-ordinating

sustainability effortsand aligning goals across the Group.

Sustainability organisational chart

Record plc Board

Sustainability Committee

The Board Chair

Chief of Emerging

andFrontier Markets

Chief Executive Officer

ESG and Impact

Manager

Chief of Staff

Oversees Reports to

Sustainability

Sustainability encompasses many

aspectsofour business operations, including

both strategy and investment as well as

business practice, community engagement

and our workforce.

Sustainability pillars:

Responsible investment

See more on page 23

Our people

See more on pages 24 and 25

Climate action

See more on page 26

Responsibility for sustained and meaningful progress within

the area of sustainability lies with our Sustainability Office.

22

Record plc Annual Report 2025

Sustainability

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.

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. More recently, Record has

upgraded this signatory scope to include all entities

within the Group. 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 seeking collaboration with external parties,

including clients who wish to tailor the methodology to their

specific preferences and views on sustainable finance. Our

research is continuously evolving, adapting to advancements

in available data, and enhancing our strategies. We are

committed to innovating new approaches to remain at the

forefront of research in this rapidly developing field. Our goal

is to identify and develop unique investment opportunities,

both within currency and potentially across other asset

classes, as demonstrated by the creation of the Record

Emerging Market Sustainable Finance Fund.

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

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 a cornerstone of our strategy, enabling the

team to create a constructive feedback loop that identifies

areas for improvement across ESG verticals for individual

counterparties and the industry as a whole. Record

collaborates with counterparties on behalf of our clients

and as signatories of global sustainability trade codes and

standards, guiding best practices and driving tangible changes.

Our engagement spans a wide range of ESG topics, including

climate change, socio-economic development, controversies

and breaches of international norms, among others.

Responsible investment

Record has always prioritised sustainability and

corporate responsibility at its core. As a natural

extension of this philosophy, responsible investment

is a fundamental pillar of our sustainability strategy.

23

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Sustainability continued

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.

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.

Staff retention

78%

FY-25

FY-24

78%

81%

FY-23 90%

The FY-25 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.

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

Organization’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.

Diversity, Equity and Inclusion

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.

Our people

Developing potential: driving our success forward.

24

Record plc Annual Report 2025

Sustainability continued

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-25, a summary of

which can be viewed in this year’s Sustainability Report

onpages 20 to 25.

Our employee-led Inclusion and Diversity Network remains

at the forefront of initiatives aligned with our action

plan, striving to raise awareness of the challenges faced

by underrepresented groups and celebrate individual

differences. This year, the Network organised several

inclusive events, including Deaf Awareness Week, Pride

Month, Black History Month and World Menopause Month.

Additionally, the Group is a member of the Diversity Project,

a cross-company organisation dedicated to promoting

inclusion and diversity within the UK investment and

savingsindustry.

The gender diversity within the Group is shown below:

Gender balance

as at 31 March 2025

Female Male

Number % Number %

Board Directors 6 6% 1 1%

Senior management 23 22% 6 6%

Other staff 46 45% 21 20%

All employees 75 73% 28 27%

See page 23 of our separate Sustainability Report for

our Gender Pay Gap and further diversity data and more

information on our diversity initiatives.

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 £31.1k. 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.

Charitable donations

£31,100

(£’000)

FY-25

FY-24

31.1

28.1

FY-23 18.4

Read more in our

Sustainability Report at

recordfg.com

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

25

Governance

Recommendations Current status Key areas of progress Page

Describe Board-level oversight of

climate-related risks and opportunities.



Compliant

• The 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 Sustainability Committee.

See more on

pages 5 to 6

of the Climate

Report

Describe management’s role in assessing

and managing climate-related risks and

opportunities.



Compliant

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 8 to 13

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

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 Task Force

on Climate-related Financial Disclosures (“TCFD”) as part of

the Group’s Annual Report and Accounts.

The following table provides our disclosure in response to

the TCFD recommendations. We also publish this 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.

Climate action

Our commitment to net-zero and reducing greenhouse gas emissions.

Read more in our

Climate Report at

recordfg.com

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.

26

Record plc Annual Report 2025

Sustainability continued

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 23 to 24 in our

Climate Report for Group-level emissions.

Our emissions trend

The In FY25 our organization recorded a total greenhouse

gas (GHG) emission of 353.04 tCOe, representing a decrease

of 19% compared to FY24. This trend reflects the impact of

key operational changes and energy efficiency initiatives.

Weremain focused on achieving our long-term climate goals

and committed to exploring innovative ways in both our

operations and products to reduce our carbon footprint.

Summary of emissions (tCo

2

e) for FY25

1,2,3

Reporting category

Location-

based

methodology

UK &

offshore

Market-

based

methodology

UK &

offshore

Scope 1 8.94 8.94

Scope 2 35.61 65.71

Scope 3 309 309

Total 353 384

Scope 1, 2 & 3 CO

2

e intensity

ratio: tonnes CO

2

e/FTE 3.04 3.30

Energy consumption (kWh 000)

1,2,3

FY-25

FY-24

41 167 195

21117254

Location-based methodology (tonnes of CO

2

e)

1,2,3

FY-25 8.94 35.1 309

FY-24 39210 36

Market-based methodology (tonnes of CO

2

e)

1,2,3

FY-24 39210

FY-25 8.94 65.7 309

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 two lines of defence approach.

• Climate-related risks are considered within our

existing principal risk categories.

See more on

pages 15 to 17

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 19 to 21

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

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 2025.

27

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Our stakeholders

Clients Shareholders People Environment

andcommunity

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 support and engagement with

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 provided.

As a global business, we have transparent and

open relationships with our regulators around

the world. Regulators provide oversight to

ensure our businesses are operated within

regulatory parameters, thereby giving

valuable assurance to our stakeholders.

How we engage

Our operations are built around the

requirements of our clients, including

systems and controls to reduce risk. We

manage each stage of the process as

efficiently as possible.

We build strong and trusted relationships

with clients by collaborating on new

developments and opportunities as

theyevolve.

Regular client review meetings ensure

requirements are consistently monitored.

Clients receive regular reports on market

and investment performance.

How we engage

The Group CEO and CFO present the full-year

and half-year results to investors, both

institutional and retail.

The primary means of communication

with shareholders are through the Annual

General Meeting, the Annual Report

and Accounts, half-year results and

related presentations. All of these are

madeavailable onthe Group’s website

www.recordfg.com. The website also

contains information on the business of the

Group, corporate governance, regulatory

announcements, key dates in the financial

calendar and other shareholder information.

How we engage

We engage with our employees through a

variety of channels including a Company

intranet, management briefings, employee

engagement surveys, e-mail updates and

presentations by the GroupCEO.

We encourage employees to develop and

advance their careers, offering assistance

in study support and the possibility of

secondments to overseas offices.

The Group’s remuneration framework aims

to align employees’ interests with those of

shareholders by offering the opportunity to

benefit from business growth through share

ownership.

How we engage

Record’s Sustainability Committee

ensures a focus on sustainability and ESG

factors across all aspects of our business,

including investment strategy, corporate

responsibility and risk management,

benefiting our clients and stakeholders.

We support the communities where we

operate by contributing through donations

and employee volunteer efforts.

We are leaders in responsible investment

and corporate social responsibility,

pioneering strategies that incorporate

ESG and impact on currency investing.

Collaborating with like-minded partners,

we strive to meet the growing demand for

sustainable investment solutions.

Record has been a signatory to the Principles

for Responsible Investment since June 2018.

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 suppliers 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;

• direct engagement with various industry

bodies with regulators and policymakers

across the Group, keeping up-to-date

with evolving regulatory requirements;

and

• the Record plc Board receives regular

reports from each subsidiary to enable

oversight requirements.

We receive advice and updates on regulatory

matters from both our internal and external

auditors and our legal advisers.

Material interests

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.

Material interests

Our shareholders want Record to succeed

as a long-term sustainable business which

delivers attractive returns through share

price growth and regular dividends.

Material interests

Our people’s material interests relate to

the work balance, physical and cultural

environment provided by Record. They want

to be fairly rewarded for their contribution

and have opportunities for learning, growth

and development whilst sharing in business

success.

Material interests

We aim to manage the business in a

manner which minimises our impact on the

environment and helps to benefit society.

Material interests

Suppliers wish to develop mutually

beneficial working relationships with

growing and successful businesses over

thelong term.

Material interests

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.

2025 highlights

Successful launch of a third infrastructure

fund targeting investments with an

emphasis on renewable energy.

Succession planning is underway to

welcome Andreas Dänzer as the new Chief

Investment Officer for Record Group.

2025 highlights

In line with our robust succession planning

approach, Jan Witte was appointed as Group

CEO from 1 April 2024. Richard Heading

was appointed as Group CFO and Othman

Boukrami was also appointed to the Record

plc Board as an independent Non-executive

Director on 1 July 2024. Kevin Ayles, Chief of

Staff, was elected as a Director of the Board,

having served the Group since 2007.

2025 highlights

We opened our new Group Head Office in

Paddington, London; a collaborative working

space with first-class facilities.

A Group-wide employee engagement survey

was conducted with 89% participation.

The results were shared and a list of

action points is now being carried out and

monitored.

Record is proud of our employee-led

Inclusion and Diversity Network which runs

staff events throughout the year.

2025 highlights

Employees helped to raise £31.1k for local

and national charities during the year.

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.

2025 highlights

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.

2025 highlights

Record’s German subsidiary, approved

by BaFin as a MiFID firm, continues to see

growth in revenue as inflows materialise.

Our stakeholders, with whom we maintain

anongoing dialogue, are detailed below.

28

Record plc Annual Report 2025

Our stakeholders

Clients Shareholders People Environment

andcommunity

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 support and engagement with

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 provided.

As a global business, we have transparent and

open relationships with our regulators around

the world. Regulators provide oversight to

ensure our businesses are operated within

regulatory parameters, thereby giving

valuable assurance to our stakeholders.

How we engage

Our operations are built around the

requirements of our clients, including

systems and controls to reduce risk. We

manage each stage of the process as

efficiently as possible.

We build strong and trusted relationships

with clients by collaborating on new

developments and opportunities as

theyevolve.

Regular client review meetings ensure

requirements are consistently monitored.

Clients receive regular reports on market

and investment performance.

How we engage

The Group CEO and CFO present the full-year

and half-year results to investors, both

institutional and retail.

The primary means of communication

with shareholders are through the Annual

General Meeting, the Annual Report

and Accounts, half-year results and

related presentations. All of these are

madeavailable onthe Group’s website

www.recordfg.com. The website also

contains information on the business of the

Group, corporate governance, regulatory

announcements, key dates in the financial

calendar and other shareholder information.

How we engage

We engage with our employees through a

variety of channels including a Company

intranet, management briefings, employee

engagement surveys, e-mail updates and

presentations by the GroupCEO.

We encourage employees to develop and

advance their careers, offering assistance

in study support and the possibility of

secondments to overseas offices.

The Group’s remuneration framework aims

to align employees’ interests with those of

shareholders by offering the opportunity to

benefit from business growth through share

ownership.

How we engage

Record’s Sustainability Committee

ensures a focus on sustainability and ESG

factors across all aspects of our business,

including investment strategy, corporate

responsibility and risk management,

benefiting our clients and stakeholders.

We support the communities where we

operate by contributing through donations

and employee volunteer efforts.

We are leaders in responsible investment

and corporate social responsibility,

pioneering strategies that incorporate

ESG and impact on currency investing.

Collaborating with like-minded partners,

we strive to meet the growing demand for

sustainable investment solutions.

Record has been a signatory to the Principles

for Responsible Investment since June 2018.

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 suppliers 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;

• direct engagement with various industry

bodies with regulators and policymakers

across the Group, keeping up-to-date

with evolving regulatory requirements;

and

• the Record plc Board receives regular

reports from each subsidiary to enable

oversight requirements.

We receive advice and updates on regulatory

matters from both our internal and external

auditors and our legal advisers.

Material interests

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.

Material interests

Our shareholders want Record to succeed

as a long-term sustainable business which

delivers attractive returns through share

price growth and regular dividends.

Material interests

Our people’s material interests relate to

the work balance, physical and cultural

environment provided by Record. They want

to be fairly rewarded for their contribution

and have opportunities for learning, growth

and development whilst sharing in business

success.

Material interests

We aim to manage the business in a

manner which minimises our impact on the

environment and helps to benefit society.

Material interests

Suppliers wish to develop mutually

beneficial working relationships with

growing and successful businesses over

thelong term.

Material interests

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.

2025 highlights

Successful launch of a third infrastructure

fund targeting investments with an

emphasis on renewable energy.

Succession planning is underway to

welcome Andreas Dänzer as the new Chief

Investment Officer for Record Group.

2025 highlights

In line with our robust succession planning

approach, Jan Witte was appointed as Group

CEO from 1 April 2024. Richard Heading

was appointed as Group CFO and Othman

Boukrami was also appointed to the Record

plc Board as an independent Non-executive

Director on 1 July 2024. Kevin Ayles, Chief of

Staff, was elected as a Director of the Board,

having served the Group since 2007.

2025 highlights

We opened our new Group Head Office in

Paddington, London; a collaborative working

space with first-class facilities.

A Group-wide employee engagement survey

was conducted with 89% participation.

The results were shared and a list of

action points is now being carried out and

monitored.

Record is proud of our employee-led

Inclusion and Diversity Network which runs

staff events throughout the year.

2025 highlights

Employees helped to raise £31.1k for local

and national charities during the year.

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.

2025 highlights

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.

2025 highlights

Record’s German subsidiary, approved

by BaFin as a MiFID firm, continues to see

growth in revenue as inflows materialise.

29

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

We believe that all stakeholders are beneficiaries of

environmentally friendly business practice and socially

responsible investment. Record is therefore committed to

fostering a culture which prioritises sustainability, corporate

responsibility and community engagement.

Section 172 Companies Act 2006 (the “Act”)

Our key stakeholder groups, their material issues and how

we engage with them are detailed on pages 28 and 29. Each

stakeholder group requires a tailored engagement approach

to foster effective and mutually beneficial relationships.

By understanding our stakeholders, boardroom discussions

factor in the potential impacts of decisions on each

stakeholder group to consider their needs and concerns, in

accordance with section 172 of the Act.

This in turn ensures we deliver solutions to our clients,

which comply with regulatory requirements, make a positive

contribution to local communities, achieve long-term

sustainable returns for our investors and continue to work

effectively with our colleagues and suppliers.

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

each stakeholder group and the impact of key decisions

upon them. The following provides an overview of some of

the key decisions taken during the year and how integral our

stakeholders are in the Board’s decision-making process:

Interests of clients – decisions

• Launch of Infrastructure fund under the Record brand.

• Development of Record Asset Management business

in Germany with new partnerships in place to support

strategic growth.

• Succession planning underway to welcome Andreas

Dänzer as the new Chief Investment Officer for Record

Group.

• Development of Sharia finance products.

• Enhanced Risk Management function developed

andestablished.

Interests of employees – decisions

• Expansion of employee base with new role creation across

the business.

• Opened a new Group Head Office in Paddington, London

to consolidate Windsor and London offices to enhance

collaboration between teams and improve workplace

experience.

• Opened a new office in Zug, Switzerland.

• Employee-led development of Diversity, Equity

andInclusionstrategy.

Interests of shareholders – decisions

• Appointment of new Executive Directors: Jan Witte as the

new Chief Executive Officer, Richard Heading as the new

Chief Financial Officer and Kevin Ayles as Chief of Staff.

• Creation of new Board-mandated Sustainability

Committee.

• Appointment of Othman Boukrami as a Non-executive

Director.

The duties of the Directors – section 172

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; and

• The need to act fairly towards all members of the

Company.

Section 172 Companies Act 2006

30

Record plc Annual Report 2025

Risk management

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 identifies each

key risk and the corresponding risk appetite, with ongoing

assessment of the level of risk performed by the Chief Risk

Officer.

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

Technology

People

Operational

Investment

Each of these are outlined

on pages 33 and 34.

Oversight

Oversight of the risk management framework is delegated by

the Board to the Chief Risk Officer.

The Board provides oversight and independent challenge in

relation to internal controls, risk management systems and

procedures, and external financial reporting.

The Executive Risk Committee (“ERC”) is responsible for

overseeing and ensuring mitigation of risks arising from

the operations of Record Financial Group. All subsidiaries of

Record plc (including Record Currency Management Limited

and Record Asset Management GmbH) have delegated

oversight of risk to the ERC.

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.

The RCML and RAM Boards have delegated authority to

the RCML Investment Committee and RAM Investment

Committee respectively to approve new and amended

investment processes and products, and establish and

maintain policies for these processes.

Record plc Board

Executive Risk

Committee

RCML Board RAM Board

RCML Investment

Committee

RAM Investment Committee

Record adopts a unified approach to risk

management which is fully embedded across

allareas of the business.

31

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Risk management continued

Risk management framework continued

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.

External independent assurance activity

Embedded culture of integrity and accountability

1st line

ofdefence:

Business

operations and

support

Statutory

external audit

ISAE 3402 and AT-C 320

service auditor’s report

on internal controls

2nd line

ofdefence:

Control and

oversight

functions

3rd line

ofdefence:

Internal

audit

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.

The Group has commissioned 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.

In addition to this, external independent assurance for

shareholders is gained through the statutory annual external

audit process run by BDO LLP (“BDO”), the Group’s external

auditor.

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 Chief Risk Officer monitor emerging

risks by including these in the ongoing review of risks

performed through the risk management framework.

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 to

the business following review by the Board and the Chief Risk

Officer. 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.

Key to risks

Link to strategy

Organic

Growth

Quality of

Earnings

Operational

Excellence

Trend

Increase No change Decrease

32

Record plc Annual Report 2025

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, we seek to mitigate these through a focus on our strategic objectives of

Quality of Earnings and Operational Excellence.

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

andexogenous.

Risk Description

Concentration Our clearest concentration risk comes through our historical reliance on our core currency

hedging product (both Passive and Dynamic). This risk has reduced during the year and

will continue to do so in FY-26 with the change in product mix through the successful

development and marketing of new products and strategies.

Link to strategy:

Trend:

Competitive threats 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. 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.

Link to strategy:



Trend:

Delivery of strategy The recent change in CEO and senior management in line with succession planning has

brought renewed focus to a core range of three 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.

Link to strategy:

 

Trend:

Regulatory trends We are susceptible to adverse regulatory trends in our core markets. While we cannot control

the likelihood, we maintain excellent relationships with regulators and a strong track record

of working closely with our clients and local advisers during periods of regulatory transition.

Link to strategy:

Trend:

Product innovation 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 range help to

mitigate this risk.

Link to strategy:

 

Trend:

Third-party products 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.

Link to strategy:

Trend:

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, appropriate external insurance policies and long-standing and

experienced operational teams.

Risk Description

Trade configuration and execution 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.

Link to strategy:

Trend:

RAM operational errors 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.

Link to strategy:

Trend:

33

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Technology 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-attacks. 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 Description

Cyber and data security 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. Record Group did not experience any material client

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

Link to strategy:

Trend:

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 Description

Product underperformance 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.

Link to strategy:



Trend:

Market liquidity 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.

Link to strategy:

Trend:

People risks

People are our biggest asset. We have worked hard to mitigate both key person and succession risks over the past 24 months.

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

Risk Description

Key person and succession 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 reduced.

Link to strategy:

Trend:

Talent acquisition and retention We continually monitor risks to talent acquisition and retention through employee surveys

and benchmarking our comprehensive benefits package. We continue to successfully attract

talent into all areas of the business.

Link to strategy:



Trend:

Risk management continued

34

Record plc Annual Report 2025

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 2028. 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 14 to 15 and 33 to 34 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 a challenge, but also an 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

profits, and the growth of AUM seen over the last few years.

The Strategic report is set out on pages 1 to 35 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

19June2025 and signed on its behalf by:

Jan Witte

Chief Executive Officer

Risk management continued

35

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Governance

What’s in this section

Chairman’s introduction 37

Board of Directors 38

Corporate governance report 40

Corporate governance overview 41

Board structure 42

Board responsibilities 42

Board activity 43

Board effectiveness 45

Corporate governance framework 46

Internal control and risk management 46

Nomination Committee report 47

Audit Committee report 50

Remuneration report 54

Chair of the Remuneration Committee’s statement 54

Remuneration Policy 57

Annual report on remuneration 64

Directors’ report 73

Directors’ responsibilities statement 76

36

Record plc Annual Report 2025

Dear Shareholders,

I am pleased to present an overview of Record plc’s corporate

governance arrangements in this year’s Annual Report and

Accounts. This section outlines the structure and activities of

our Board and its Committees, underscoring our dedication to

transparency and effective leadership.

This year marks my second term as Chairman, following

my previous roles as Non-executive Director and Senior

Independent Director. Over the past year, Record has

undergone a period of meaningful transformation as we

pursue our growth strategy.

Our Board has seen several key changes aligned with

our succession planning efforts, led by the Nomination

Committee. During the period, we were pleased to welcome

Jan Witte as our Chief Executive Officer, Richard Heading as

Chief Financial Officer, Kevin Ayles as an Executive Director

in the role of Chief of Staff and Cerian Tahany as Company

Secretary.

Further information on the work of the Board and its

Committees, our compliance with the Corporate Governance

Code, and other governance practices can be found in the

Corporate Governance section of this report, along with

detailed Committee reports.

David Morrison

Chairman

19 June 2025

Chairman’s introduction

“ At Record, our commitment to

strongcorporate governance

remainsacornerstone of our identity.”

David Morrison|Chairman

We continue to foster a culture defined by ethical leadership and

robustoversight, ensuring that our governance framework evolves

alongsidethebusiness.

37

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

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:

Richard was appointed to the

Board and made Chief Financial

Officer on 1 July 2024.

Appointed:

Kevin joined Record in 2007 as

Head of Human Resources and

was appointed to the Board on

1July 2024.

Appointed:

Krystyna was appointed as an

independent Non-executive

Director in September 2021 and

asSenior Independent Director

inJune 2024.

Appointed:

Matt was appointed as an

independent Non-executive

Director of Record in July 2021.

Appointed:

Othman was appointed as an

independent Non-executive

Director of Record in July 2024.

Appointed:

Cerian was appointed

CompanySecretary of Record in

February2025, having joined the

Company earlier that year.

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 Doctorate in

mathematics 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:

Richard was previously the

Finance Director at IG Group

Holdings plc.

Previous appointments:

Kevin assumed the role of

Company Secretary in April 2021,

before handing over the role to

Cerian Tahany, who joined Record

in January 2025.

Previous appointments:

Most recently, Krystyna was a

Senior Managing Director of Teneo

People Advisory Board Practice

following eight years with other

board search firms. Prior to this,

she worked at Citigroup in a variety

of senior roles across shipping

finance, oil project finance and risk

management, inEurope and Asia.

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:

Othman has had a 22-year career

which began at Citigroup, followed

by the African Development Bank,

and he has spent the last 16 years

at TCX Investment Management,

a company that is dedicated to

managing The Currency Exchange

Fund (“TCX”).

Previous appointments:

Cerian is a Fellow of the Chartered

Governance Institute. She joined

Record from Worldpay, where

she held senior roles and acted

as Secretary to various regulated

boards..

Current external

appointments:

David is currently Chairman

of CPPGroup plc 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:

Richard has no other

appointments outside of

theRecord Group.

Current external

appointments:

Kevin has no other appointments

outside of the Record Group.

Current external

appointments:

Krystyna is an adviser to the

Teneo People Advisory Board

Practice and, until May 2025, she

was a Non-executive Director of

abrdn Asian Income Fund Ltd. She

is also a Trustee of the Oxford and

Cambridge Rowing Foundation.

Current external

appointments:

Matt is COO of Mishcon de Reya

LLP.

Current external

appointments:

Othman is the CIO, Deputy

CEO andManagement Board

memberat TCX.

Current external

appointments:

Cerian is the CGI Examiner for

the Boardroom Dynamic module

and Subject Matter Expert for

the Company Compliance &

Administration module, both

part of the CGI’s postgraduate

Qualifying Programme. She also

serves as Chair of the Trustees

forFriends of St Ursula’s.

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 of

Chairman.

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.

Skills and experience:

Richard qualified as a Chartered

Accountant with PwC in 1999. He

spent 15 years at Willis Group

(later WTW) in various senior

finance roles. Prior to joining

Record, Richard was Group

Finance Director at IG Group,

where he was responsible for

strategic planning, treasury and

investor relations.

With nearly 30 years’ experience,

including over 20 years in

financial services, Richard

brings considerable expertise in

accounting, financial and strategic

planning and mergers and

acquisitions to the Board.

Skills and experience:

Kevin is a Chartered member of

the CIPD. He was appointed to

the Board as Chief of Staff and

Company Secretary on 1 July 2024.

Kevin has a wealth of experience

in HR prior to and including his

time at Record and is responsible

for all areas of HR, including

recruitment, remuneration,

training and development, and

talent management. His broader

involvement with boards and

governance with the expansion of

the Record Group brings essential

expertise to the Board.

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:

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:

Othman has a wealth of currency

risk management experience,

specifically in emerging and

frontier markets.

He holds a bachelor’s degree in

Economics &Finance from the

École Supérieure de Commerce

in Algiers, a master’s in Banking

& Finance from the University of

Lyon, a master’s in International

Securities, Investment & Banking

from the University of Reading,

and a PhD in Finance from the

University of Lyon.

Skills and experience:

With over 20 years’ experience in

financial services, Cerian brings

expertise in corporate governance,

subsidiary management, legal

processes and M&A, including

participation in Worldpay’s major

transactions from 2018 to 2023.

Kevin Ayles

Chief of Staff

David Morrison

Chairman

Dr Jan Witte

Chief Executive Officer

Richard Heading

Chief Financial Officer

38

Record plc Annual Report 2025

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:

Richard was appointed to the

Board and made Chief Financial

Officer on 1 July 2024.

Appointed:

Kevin joined Record in 2007 as

Head of Human Resources and

was appointed to the Board on

1July 2024.

Appointed:

Krystyna was appointed as an

independent Non-executive

Director in September 2021 and

asSenior Independent Director

inJune 2024.

Appointed:

Matt was appointed as an

independent Non-executive

Director of Record in July 2021.

Appointed:

Othman was appointed as an

independent Non-executive

Director of Record in July 2024.

Appointed:

Cerian was appointed

CompanySecretary of Record in

February2025, having joined the

Company earlier that year.

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 Doctorate in

mathematics 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:

Richard was previously the

Finance Director at IG Group

Holdings plc.

Previous appointments:

Kevin assumed the role of

Company Secretary in April 2021,

before handing over the role to

Cerian Tahany, who joined Record

in January 2025.

Previous appointments:

Most recently, Krystyna was a

Senior Managing Director of Teneo

People Advisory Board Practice

following eight years with other

board search firms. Prior to this,

she worked at Citigroup in a variety

of senior roles across shipping

finance, oil project finance and risk

management, inEurope and Asia.

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:

Othman has had a 22-year career

which began at Citigroup, followed

by the African Development Bank,

and he has spent the last 16 years

at TCX Investment Management,

a company that is dedicated to

managing The Currency Exchange

Fund (“TCX”).

Previous appointments:

Cerian is a Fellow of the Chartered

Governance Institute. She joined

Record from Worldpay, where

she held senior roles and acted

as Secretary to various regulated

boards..

Current external

appointments:

David is currently Chairman

of CPPGroup plc 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:

Richard has no other

appointments outside of

theRecord Group.

Current external

appointments:

Kevin has no other appointments

outside of the Record Group.

Current external

appointments:

Krystyna is an adviser to the

Teneo People Advisory Board

Practice and, until May 2025, she

was a Non-executive Director of

abrdn Asian Income Fund Ltd. She

is also a Trustee of the Oxford and

Cambridge Rowing Foundation.

Current external

appointments:

Matt is COO of Mishcon de Reya

LLP.

Current external

appointments:

Othman is the CIO, Deputy

CEO andManagement Board

memberat TCX.

Current external

appointments:

Cerian is the CGI Examiner for

the Boardroom Dynamic module

and Subject Matter Expert for

the Company Compliance &

Administration module, both

part of the CGI’s postgraduate

Qualifying Programme. She also

serves as Chair of the Trustees

forFriends of St Ursula’s.

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 of

Chairman.

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.

Skills and experience:

Richard qualified as a Chartered

Accountant with PwC in 1999. He

spent 15 years at Willis Group

(later WTW) in various senior

finance roles. Prior to joining

Record, Richard was Group

Finance Director at IG Group,

where he was responsible for

strategic planning, treasury and

investor relations.

With nearly 30 years’ experience,

including over 20 years in

financial services, Richard

brings considerable expertise in

accounting, financial and strategic

planning and mergers and

acquisitions to the Board.

Skills and experience:

Kevin is a Chartered member of

the CIPD. He was appointed to

the Board as Chief of Staff and

Company Secretary on 1 July 2024.

Kevin has a wealth of experience

in HR prior to and including his

time at Record and is responsible

for all areas of HR, including

recruitment, remuneration,

training and development, and

talent management. His broader

involvement with boards and

governance with the expansion of

the Record Group brings essential

expertise to the Board.

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:

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:

Othman has a wealth of currency

risk management experience,

specifically in emerging and

frontier markets.

He holds a bachelor’s degree in

Economics &Finance from the

École Supérieure de Commerce

in Algiers, a master’s in Banking

& Finance from the University of

Lyon, a master’s in International

Securities, Investment & Banking

from the University of Reading,

and a PhD in Finance from the

University of Lyon.

Skills and experience:

With over 20 years’ experience in

financial services, Cerian brings

expertise in corporate governance,

subsidiary management, legal

processes and M&A, including

participation in Worldpay’s major

transactions from 2018 to 2023.

Matt Hotson

Independent

Non-executive Director

Dr Othman Boukrami

Independent

Non-executive Director

Cerian Tahany

Company Secretary

Krystyna Nowak

Senior Independent Director

Key to Committees

A

Audit Committee

R

Remuneration Committee

N

Nomination Committee

Chair

39

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Corporate governance report

Corporate governance at a glance

Board diversity Board skills

Committee attendance

Board gender Board tenure

as at year end

86%

14%

100%

Female

Male

0-6 years

Record governance framework

Record governance framework

Record plc

Audit Committee

Executive Risk Committee

Remuneration Committee Nomination Committee

Sustainability Committee Group HR Committee

Board

Nomination

Committee

Audit

Committee

Remuneration

Committee

David Morrison



                     

Jan Witte



                      

Richard Heading



                     

Matt Hotson



                     

Krystyna Nowak



                     

Othman Boukrami



                      

Kevin Ayles



                     

Asset Management

     

Currency Management

     

Risk Management

     

Strategy

     

Technolog y

     

Investment

     

Finance

     

40

Record plc Annual Report 2025

Corporate governance report

Company purpose

Our purpose is to harness trends and innovate by

collaborating with our clients, achieving diverse partnerships

of financial specialists – creating unique, opportunistic,

sustainable solutions.

Corporate culture

Record’s corporate culture has always prioritised client

satisfaction, and this mindset remains deeply rooted in

our 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 advancement in technology and enhancing

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, Record welcomed Jan Witte as CEO and Richard

Heading was appointed as CFO, bringing extensive proficiency

in financial and capital planning, investor relations, treasury

management and global operations.

There have been other significant changes within Record’s

structure. Last year, the Sustainability Committee was

formed to ensure operational cohesion in Record’s approach

to sustainability. Our German subsidiary, Record Asset

Management GmbH, received status as a MiFID firm by BaFin

in Germany in 2024 and since then the Board of this entity has

been working to establish itself whilst driving growth in new

markets. During the period, we have established the Group

Executive Risk Committee to oversee the risk appetite and

risk management of the Group.

As the Record Group expands, there is a continued focus

on developing our corporate governance structures to

align withour cultural ethos for best-in-class corporate

governance practice.

Further information on the corporate governance framework

is provided on page 46.

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 28 to 29.

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.

For the reporting period, the Board continues to take

guidance from the version of the Code which was published

in July2018 andremains applicable to accounting periods

beginning on or after 1 January 2019. The Board is aware of

the changes introduced in the newly published 2024 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.

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.

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 two 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

carried out in 2025, with a view to report on the external

evaluation in the next financial year (FY-26). For FY-25, the

Board has carried out a self-assessment; the details of the

Board evaluation process can be found in the Nomination

Committee report.

41

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Corporate governance report continued

Board structure

Board composition

As of 31 March 2025, the Record plc Board consisted of seven

members and was headed by David Morrison (Chairman),

with the Executive Directors Jan Witte (Chief Executive

Officer), Richard Heading (Chief Financial Officer) and

Kevin Ayles (Chief of Staff). There were three independent

Non-executive Directors: Krystyna Nowak, being the Senior

Independent Director, Matt Hotson and Othman Boukrami.

The biographical details of the Board members are set out

onpages 38 and 39.

Tim Edwards stood down from the Board in June 2024 and

was succeeded by Krystyna Nowak as Senior Independent

Director. Steve Cullen retired in July 2024 and was succeeded

by Richard Heading as Chief Financial Officer.

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

amongst 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-25 and the outlook for the Group can be found on pages 4

and 5.

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-25 can be found on pages 16 to 21.

Chief of Staff

The Chief of Staff is responsible for the Human Resources

function, supporting the Board in organisational cultural

development, and for developing and delivering appropriate

internal and external remuneration and diversity reporting.

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 and serve as an intermediary

for the other Directors if necessary. She is also available as

an additional point of contact for shareholders and other

stakeholders should they wish to raise matters with her

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 overseeing 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, Othman Boukrami and David Morrison to

beindependent at the current time.

42

Record plc Annual Report 2025

Corporate governance report continued

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 2025 AGM.

The Board has agreed that all Directors standing for

re-election continue to make a valuable contribution to the

Board’s deliberations and recommends their 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 2025

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 38 and 39. 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.

Details of Executive Directors’ service contracts, termination

arrangements and Non-executive Directors’ letters of

appointment are included in the Remuneration report on

page61.

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 14% with the retirement of Leslie Hill at the

end of March 2024. 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 24.

The Board’s opinion is that the current composition of

members comprises an optimal level 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;

• 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.

Updates from the respective Chairs of the Nomination

Committee, Remuneration Committee and Audit Committee

are provided as part of each meeting.

43

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Corporate governance report continued

Board activity continued

Board focus and decision-making continued

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

Key matters considered by the Board in the year ended 31 March 2025

Strategic matters • Focus on increasing Record’s position in the FX market space and elaborating the strategy

to differentiate the business from its competitors.

• Focus 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.

• Expansion of the Record Group into the European asset management space, championing

new partnerships and establishing new corporate structures and funds in the EU.

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

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

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

direction following the appointment of the senior technology staff.

• Transitioning the development and technology servicing from outsourced arrangements

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

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.

• Establishment of a Head Office in London which can accommodate the needs ofthe

business.

• Undertaking a Group-wide employee engagement survey and the agreement of an action

plan to address opportunities identified.

Risk

• Establishing an enhanced internal Risk function for the Record Group.

• Review of the Internal Capital Adequacy and Risk Assessment (“ICARA”), the methodology

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

ownership and governance of the process.

• Establishment of the Group Executive Risk Committee and approval of the Group Risk

Management Framework.

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 enhancing the technological needs of the business and receiving reports from

the Head of Technology.

May Board offsite

• Focus on culture and the tone set from the top. Focus on RAM activities, including

investment management activities in private equity, protected equity and

infrastructureequity.

44

Record plc Annual Report 2025

Corporate governance report continued

Meeting frequency and attendance

The Board convened six scheduled meetings between

1 April2024 and 31March2025 to review financial

performance and to follow the schedule of matters reserved

for its decision and approval. Comprehensive Board

papers, comprising an agenda, formal reports and briefing

documents, are sent to Directors in advance of each meeting.

Directors are regularly kept 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 2025.

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: 6

David Morrison 6/6

Kevin Ayles 5/5

Othman Boukrami 5/5

Richard Heading 5/5

Matt Hotson 6/6

Krystyna Nowak 6/6

Jan Witte 6/6

Prior to being appointed to the Board on 1 July 2024, Richard

Heading and Kevin Ayles attended one meeting.

Steve Cullen attended one meeting before his retirement at

the 2024 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 Othman Boukrami in July

2024, a comprehensive and tailored induction programme

was provided. This induction included briefings with the

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. Kevin Ayles has been

a long-serving employee, and the Company Secretary of

Record since May 2022 and was supported by all Directors of

the Board to facilitate his transition to his Executive Director

role. Richard Heading was provided with a comprehensive

induction programme to facilitate his transition to the role

of CFO of Record plc to ensure a smooth introduction to this

significant role. Richard was supported by all Directors of the

Board and the Company Secretary to facilitate this transition.

During the period, Cerian Tahany was appointed as Company

Secretary, bringing over two decades of experience serving

boards in financial services.

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”.

This year, the Board of Record plc decided to undertake

an internal Board and Committee evaluation, overseen

by the Chairman, 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-25 was positive and all roles were considered to be

undertaken effectively.

45

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Corporate governance report continued

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.

The diagram above gives an overview of the Group’s core

governance framework as of 31 March 2025.

Record plc – Board Committees

The Board has established four Board Committees and

has delegated authority to each Committee to enable it to

execute its duties appropriately. The annual reports of the

four Committees provide a statement of each Committee’s

activities in the year, with a separate report from:

• Nomination Committee – report set out on pages 47 to 49;

• Audit Committee – report set out on pages 50 to 53;

• Remuneration Committee – report set out on pages 54

to72; and

• Sustainability Committee – included as part of the

Sustainability Report on pages 22 to 27.

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. The Sustainability Committee will undertake its

first effectiveness review during FY-26.

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. During the course of the year, the

authority for operational risk management was delegated

to the newly established Group Executive Risk Committee,

which oversees the operational risk management for the

Record Group.

The Board seeks ongoing assurance from the Group

Executive Risk Committee, the Chief Risk Officer, 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 and mitigate, 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 31 to 34 of the Strategic

report.

The Record plc Board has undertaken a review of the

effectiveness of internal controls for the year ended

31March2025 and is satisfied that the internal control

environment is appropriate (see “Internal controls and risk

management” on page 52).

Approved by the Board and signed on its behalf by:

Cerian Tahany FCG

Company Secretary

19 June 2025

Record governance framework

Record plc

Audit Committee

Executive Risk Committee

Remuneration Committee Nomination Committee

Sustainability Committee Group HR Committee

46

Record plc Annual Report 2025

Nomination Committee report

“ I am pleased to present the Nomination

Committee report for the year ended

31March2025. This will be my first report

asChair of the Nomination Committee since

Iwas elected Chair last year.”

David Morrison |Chair of the Nomination Committee

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.

Committee meeting attendance

Krystyna Nowak 5/5

Matt Hotson 5/5

Othman Boukrami 3/3

David Morrison 5/5

Tim Edwards attended one meeting during the period, prior to stepping down at the

2024 AGM.

I am pleased to present the Nomination Committee report

for the year ended 31 March 2025. This will be my first report

as Chair of the Nomination Committee since succeeding

Krystyna Nowak in July 2024 following her appointment as

Chair of the Remuneration Committee.

The Nomination Committee’s priority this year has been to

ensure a smooth transition for newly appointed Executive

Board members during the period, namely Richard

Heading and Kevin Ayles. The Committee also focused

on the appointment of Othman Boukrami, who replaced

Tim Edwards as an independent Non-executive Director

following the 2024 AGM. The Nomination Committee has also

contributed to the appointment process of the new Company

Secretary following the appointment of Kevin Ayles as Chief

of Staff, Executive Director.

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, Krystyna Nowak

and Othman Boukrami.

Committee meetings

The Committee met on five occasions during the year ended

31 March 2025 and invited the Chief Executive Officer and

the Chief of Staff to join the meetings as the Committee

considered appropriate. Committee member meeting

attendance is detailed in the table 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.

47

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Nomination Committee report continued

Key areas of focus

NED succession planning and implementation

NED succession planning began following Tim Edwards

stepping down from the Board at the 2024 AGM, prompting

the initiation of a thorough external search for a suitable

candidate by partnering with the search company, Teneo.

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, Othman Boukrami was appointed as a new

Non-executive Director, bringing relevant and valuable

experience to meet the criteria for the role based on the

skillsmatrix developed by the Committee.

Krystyna Nowak was selected to succeed Tim as the SID,

bringing with her several years’ service to the Record Board

and extensive experience from senior roles, particularly in

theexecutive search sector.

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 a Group-wide employee survey, the Committee aimed to

develop strategies fostering a culture of empowerment and

motivation.

Directors’ skills matrix

The Nomination Committee conducted a review of the

Directors’ skills 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 did 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; work to contribute to this initiative is

ongoing.

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

then to ensure that the Board was championing inclusion

and diversity through a clear tone from the top and that

the Board’s policy aligns with the inclusion and diversity

initiatives for staff in the 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 2025, women constitute 14% of our Board

and the Senior Independent Director is a woman. One male

member of the Board is from a non-white ethnic background.

The Board acknowledges that the targets outlined in the

Group’s Inclusion and Diversity Policy are not currently met,

and it will continue to review membership and succession

plans, recognising the benefits brought to a Board by

appropriate diversity.

The approaches to the data collection for the purpose of

thisdisclosure were as follows:

• Self-assessment: 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.

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

Gender

Men 6 86% 4 3 100%

Women 1 14% 1 0 0%

Ethnic group

White British or other White

(including minority-white groups) 6 86% 4 3 0%

Mixed/Multiple ethnic groups 1 14% 0 0 0%

48

Record plc Annual Report 2025

Nomination Committee report continued

Tenure and effectiveness of the Chairman

David Morrison was independent on joining the Board in

March 2023, but had served as a Non-executive Director

from2009 to 2018.

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 two

years for listed companies, an external evaluation will be

conducted during FY-26. In 2025, the Committee opted for

a self-assessment questionnaire to evaluate the Board’s

effectiveness, covering topics such as Board Structure,

Objectives, Strategy and Remit, Board Committees and Board

Dynamics. The Committee found the evaluation results

satisfactory but also identified areas for improvement.

Looking forward

The Committee’s primary focus is supporting the succession

plans that have been put in place while seeking to ensure that

there continues to be a strong, diverse talent pool for senior

positions. All current Directors will stand forre-election at

the 2025 AGM.

Approved by the Committee and signed on its behalf by:

David Morrison

Chair of the Nomination Committee

19 June 2025

Key areas of focus continued

Board diversity and Listing Rules continued

86%

14%

100%

Female

Male

0-6 years

Board gender Board tenure

as at year end

49

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Role of the Committee

The role of the Audit Committee is to encourage

and safeguard a high standard of integrity in

financial reporting whilst having regard to laws and

regulations applicable to the Group and the provisions

of the UK Corporate Governance Code (the “Code”).

Our approach to the new requirements for reporting

and assurance of material controls in the revised

Code, which will apply from 2026, will be refined by

the Committee over the year ahead.

The Committee oversees both Record plc and the

Group’s subsidiaries including our FCA-regulated

entity Record Currency Management Limited

(“RCML”) and our BaFin-regulated entity Record Asset

Management GmbH (“RAM”).

Committee meeting attendance

Matt Hotson 7/7

Othman Boukrami 5/5

Krystyna Nowak 7/7

Tim Edwards attended one meeting during the period, prior to stepping down at

the2024 AGM.

I am pleased to present the Audit Committee report for the

year ended 31 March 2025 (“FY-25”). This will be my fourth

report since I joined Record in 2021, and I can confirm that the

Audit Committee continues to play a vital role in ensuring the

integrity of the Group’s financial reporting, the effectiveness

of internal controls and risk management systems, and the

independence and effectiveness of both internal and external

audit functions.

Committee duties

The Group continues to grow and in turn that brings

additional complexity for the Committee. Over the course

of the year, the Committee has spent time dedicated to the

oversight of the financial cycle and reporting obligations.

TheBoard continually monitors the effectiveness of its

practices and that of the Committee, and with impending

changes due to the revised Code, the remit of the Committee

will continue to develop.

Guided by its terms of reference, the Committee carries out

the following duties:

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.

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.

Audit Committee report

“ The work of the Committee has positively

evolved since the appointment of

RichardHeading as Group CFO in July2024.

TheCommittee plays a key role in

overseeingthe Group’s financial reporting,

controls and assurance processes.”

Matt Hotson |Chair of the Audit Committee

50

Record plc Annual Report 2025

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 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

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.

Accounting for non-controlling interests

Following the change in shareholding of Record Asset

Management GmbH (“RAM”), the Committee focused on

the accounting and financial reporting of the results of

RAMwithin the consolidated accounts of the Group. This

included examining management’s conclusions on control and

calculating the share of profits and net assets attributable

to non-controlling interests. After careful consideration

and adequate challenge relating to the approach taken, the

Committee agreed with management’s conclusions.

Accounting system implementation

During the year, Record began implementing a new accounting

system to improve financial control, financial data quality

and efficiency of finance processes. Prior to implementation,

the Committee examined the implementation plan, the risks

identified and the plans in place to mitigate those risks.

TheCommittee also received regular reports on progress

from management and the internal auditor. The Committee

issatisfied that the project has been delivered successfully

and achieved the intended objectives.

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

Othman Boukrami.

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. Othman Boukrami has a PhD

in Finance with a background in treasury and investment

management 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 38 and 39.

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 seven times during the year ended

31March 2025. The meetings were attended, from time

totime, by the Chairman of the Board, the Chief Executive

Officer, the Head of Compliance, the Chief Risk Officer and the

ChiefFinancial Officer.

Representatives from BDO LLP attended four meetings as

the incumbent external auditor. The representatives of RSM,

the internal auditor, 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 2025 is detailed on page 50.

The Group’s external auditor and the internal auditor each

met with the Committee, in separate sessions, privately and

in confidence, providing an opportunity for them to raise any

potential 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Chief Risk Officer, the Company Secretary and

also the external audit partner and the internalaudit partner

to obtain updates and insights into business activities.

Audit Committee report

51

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Audit Committee report continued

Committee evaluation

An internal review of Committee effectiveness was overseen

as part of the Board evaluation process in March 2025.

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 2025.

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,

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 2024,

the Committee conducted a comprehensive review of the

Group’s Controls Assurance report, which was undertaken

byRSM as service auditor, in line with ISAE 3402 standards.

The Committee members were satisfied with the robust

testing and the precision of observations presented in

the document. The Committee took comfort from the

management responses to the findings observed.

The Committee continually reviews the Group’s system

of internal controls and risk management and concludes

that, for the period, internal control environment remains

appropriate. Further details regarding the Group’s risk

management framework can be found in the Strategic

reporton pages 31 to 35.

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, the

internal auditor 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 July 2024.

During FY-25, internal audit continued to place particular

emphasis on key areas within the business, including Risk

Management, Client Management, Project and Programme

Management, Human Resources, and Financial Crime

Compliance.

52

Record plc Annual Report 2025

Audit Committee report continued

The Committee 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 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 audit partner since January 2022;

she will be subject to rotation by 31 March 2026, as normally

permitted under the independence rules of the FRC’s

Ethical Standard. In order to safeguard audit quality, BDO

employs a policy of gradual rotation to ensure continuity,

and a transition plan is in place for the incoming partner

supported by other senior members of the BDO engagement

team, who will continue to serve Record. The Committee

reviewed and approved BDO’s fees and the terms specified

in the audit engagement letter for the financial year ending

31March2025, in October 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.

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 4.0% (FY-24: 3.5%) 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.

Looking ahead

In the coming year, the Committee will continue to focus on

overseeing the evolving risk landscape, particularly in areas

such as ESG-related disclosures, cyber risk management and

regulatory developments impacting financial reporting and

assurance.

On behalf of the Committee, I would like to thank my fellow

Committee members, management and our internal and

external auditors for their continued support and diligence

over the year.

Approved by the Committee and signed on its behalf by:

Matt Hotson

Chair of the Audit Committee

19 June 2025

53

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

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, promotes good conduct

consistent with sound and effective risk management,

and is properly disclosed to stakeholders.

Committee meeting attendance

Krystyna Nowak 7/7

Matt Hotson 7/7

David Morrison 7/7

Othman Boukrami 5/5

Note: Tim Edwards attended one meeting during the period, prior to stepping down at

the 2024 AGM. Othman Boukrami joined the Committee on 1July2024.

Chair of the Remuneration

Committee’s statement

Introduction

I am pleased to present our Remuneration report for

the year ended 31 March 2025. We believe that our

RemunerationPolicy, as approved by shareholders at

our 2024 AGM, generally remains appropriate and the

Remuneration Committee is focused on its continued

implementation. However, it is proposed that one amendment

to the Remuneration Policy is made this year, which is

explained further below.

Our Remuneration report is split into three sections:

• the proposed Remuneration Policy;

• the annual report on remuneration for FY-25; and

• the role and activity of the Remuneration Committee.

The Remuneration Policy, with the proposed amendment,

hasbeen set out in full on pages 57 to 63 below. Note that

the only change to the Remuneration Policy is that proposed

below. No other changes to the Remuneration Policy

approved by shareholders in July 2024 are being proposed.

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 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

Remuneration report

54

Record plc Annual Report 2025

Remuneration report

Our key remuneration principles are:

• our Executive Directors and employees should be

rewarded and incentivised to deliver our long-term

growth strategy;

• a consistent remuneration structure for all employees, not

just Directors, which is transparent and straightforward

and fairly rewards our team to deliver our plans;

• remuneration should comprise i) fixed salary, pension

andbenefits; ii) variable remuneration based on individual

and financial performance; and iii) longer-term incentives

based primarily on Group performance; and

• Executive Directors’ remuneration should include a

deferral element for up to three years, which is satisfied

by payment in shares so as to align the interests of our

Executive Directors with those of our shareholders.

Implementation of our Remuneration Policy

Background

The Group has now established its new leadership team

forthe future. In last year’s Remuneration Policy, we outlined

a number of priorities that the Remuneration Committee was

focusing on, and I would like to summarise progress in these

areas:

• Motivate and retain our Executive Directors to deliver

our long-term growth strategy

The CEO and the Executive Director team have defined their

long-term vision for the business and our Remuneration

Policy for the Executive Directors has been designed to

incentivise and reward long-term success. The Executive

Director team is incentivised to outperform against annual

and longer-term stretching targets that are agreed by

the Board, with outperformance being quantified based

on operating profit metrics and strategic KPIs. Similarly,

underperformance against targets will result in lower or no

variable and long-term remuneration.

• Create a remuneration structure that incentivises and

fairly rewards our Executive Director team to deliver

our plans

The Executive Directors’ remuneration structure is viewed

on a Group basis, meaning that the team are incentivised to

deliver the vision for the Group. Bonus targets are set at the

Group level on an annual basis and LTIP targets are also set

at the Group level measured over a three-year period. The

team have made good progress against strategic KPIs this

year, although operating profit is slightly below target, which

means that total bonus payments for this financial year will

be slightly under on-target bonus amounts.

• Use robust performance metrics to ensure payment

forsuccess

Our bonus scheme has been implemented, based on paying

for performance. The Remuneration Committee believes

that there should be a balance between a formulaic and

discretionary approach, and has ensured that measures

and targets used to determine variable pay for Executive

Directors are aligned with KPIs that are agreed with the

Board, being based both on the delivery of annual profits and

progress in key strategic areas. In addition, our LTIP scheme

includes performance conditions comprising EPS, TSR and

strategic long-term growth targets.

• Align the interests of our Executive Directors with those

of our shareholders

The alignment of our strategy to deliver long-term

sustainable business growth with the design of our

remuneration schemes means that variable remuneration

outcomes for the Executive Director team is weighted

heavily on long-term rewards, with a significant part of

remuneration paid in the form of shares. The remuneration

framework comprises base salary and benefits, an annual

bonus (including bonus deferral) and an LTIP. To align with

shareholders and the long-term strategy of the business,

one-third of any annual bonus and all LTIP awards will be

delivered in shares.

Proposed single change to Remuneration Policy

With an ever-increasing focus on long-term reward for our

Executive Director team, so as to fully incentivise the delivery

of long-term business growth, the Remuneration Committee

is proposing an amendment to the current Remuneration

Policy such that it has the flexibility to make LTIP awards

of up to 300% of annual salary (increasing the current

individual maximum award from 200% to 300%). As required,

shareholders will be asked to approve this change at our AGM.

Executive Directors’ salaries, Chair and NED fees

for FY-25

A review of the Executive Directors’ salaries and fees for the

Chairman and the NEDs took place in April 2025, and it was

decided not to make any changes. This follows a review the

previous year when salaries for new Executive Directors

were increased to reflect their new responsibilities and

feesfor the Chairman and NEDs were increased to reflect

marketrates.

Group performance for FY-25

The year to 31 March 2025 has seen revenues decrease by

8%compared with last year, a decrease in operating profit

of15% and our AUM was $100.9 billion.

The bonus scheme for the Executive Directors and staff is

based on pre-bonus operating profit results against target

and individual levels of performance, measured by objectives

and KPIs. In total, the bonus scheme represented £4.6million,

directly linking the Group’s financial performance to the size

of the variable remuneration pool. The payments made under

the bonus scheme increased by 5% compared to the previous

period.

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Remuneration report continued

Chair of the Remuneration

Committee’s statement continued

Executive Director remuneration outcomes FY-25

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 any of the Executive Directors’

salaries during the year.

The Executive Director team made good progress against

strategic KPIs this year, with progress being made in the

defining of strategy, management reorganisation to deliver

strategy, strengthening operational capabilities, delivery of

new products, such as the infrastructure fund, and utilising

partnerships to enable growth. Operating profit for the year

was slightly below target, which means that bonus payments

for this financial year for Executive Directors are slightly

under the on-target bonus amounts. Further details are

provided on page 64.

Steve Cullen retired as a good leaver on 31 July 2024, which

meant that he received a pro-rated bonus payment for the

period 1 April 2024 to 31 July 2024, based on the same metrics

as the other Executive Directors.

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 terms of the bonus scheme and were approved by

the Committee.

Alignment with shareholders

Jan Witte and Kevin Ayles have a shareholding greater than

150% of their base salary. Richard Heading, as a new hire

this year, will build his shareholding through the bonus

and LTIP schemes. The CFO, Richard Heading, was awarded

723,823 forfeitable shares on joining, to buy out his forfeited

long-term incentives from his previous employment. Vesting

of these shares is on the second anniversary of joining the

Company on the condition that he remains employed. In

addition, 63% 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. Through our employee engagement initiatives,

including staff engagement surveys and workshops with staff,

we have been able to seek the views of the wider workforce on

a range of topics, including strategy, culture, remuneration and

working arrangements.

Krystyna Nowak

Chair of the Remuneration Committee

19 June 2025

56

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Remuneration report continued

Remuneration Policy

Remuneration Policy to be proposed to shareholders at the AGM

The Directors’ Remuneration Policy (the “Policy”), modified by the change 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 2025 AGM on 23 July 2025. The 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 Remuneration Policy will continue to apply to awards

and entitlements granted under it.

The Remuneration Policy approved by shareholders at the 2024 AGM remains unchanged, with the exception of one

amendment as explained in the Chair’s letter. The maximum LTIP award has been increased from 200% of annual salary to

300% as set out in the amended Remuneration Policy below. As such an amendment to the Remuneration Policy requires

shareholder approval under the Companies Act, shareholders are being asked to approve an updated Remuneration Policy

reflecting the new LTIP limit. No other changes are being proposed to the Remuneration Policy.

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.

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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 300% 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.

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 2025), which is matched at a rate of 50%.

Not applicable

Remuneration Policy continued

Directors’ Remuneration Policy table continued

58

Record plc Annual Report 2025

Remuneration report continued

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.

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 300% 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 and

maximum target on an annual basis, with the threshold

value resulting in the LTIP vesting at 25%, rising on a

straight-line basis to 100% full vesting for a three-year

cumulative EPS determined by the Committee 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.

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Remuneration report continued

Remuneration Policy continued

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.

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.

60

Record plc Annual Report 2025

Remuneration report continued

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.

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 fixed provision

for termination compensation.

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.

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Remuneration report continued

Remuneration Policy continued

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 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 Bonus Scheme and LTIP

Scheme) 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.

The Joint Share Option Plan 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 bonus payments for the

Executive Directors based on the Bonus 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.

62

Record plc Annual Report 2025

Remuneration report continued

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.

Remuneration Policy – illustrations

The FY-25 remuneration and ongoing minimum remuneration of the Executive Directors is shown in the charts below.

Thethree-year low, high and average has not been shown due to the recent appointments of the Executive Directors.

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.

Future remuneration will be determined based on profitability and performance as described in the Remuneration Policy.

Remuneration

FY-25

Minimum

remuneration

66%

100%

34%

£1,823,651

£623,003

Jan Witte (as CEO)

0 500k 1,000k 1,500k

2,000k

£

Remuneration

FY-25

Minimum

remuneration

37%

100%

63%

£401,243

£334,991

Richard Heading (Executive Director from 1 July 2024)

0 50k 100k 150k 200k 250k 450k400k350k300k£

Remuneration

FY-25

Minimum

remuneration

42%

100%

58%

£359,575

£251,683

Kevin Ayles (Executive Director from 1 July 2024)

0 50k 100k 150k 200k 250k 450k400k350k300k£

Remuneration

FY-25

32%

68%

£67,903

Steve Cullen (as CFO, retired 1 July 2024)

0 50k 100k 150k 200k 250k 450k400k350k300k£

The above charts exclude the value of share scheme awards granted to Directors. Key: Fixed Variable

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Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

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

64 to 72 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 2025 is detailed below together with their remuneration for the

previous year.

Jan Witte

(Remuneration since

appointment to the Board

on1January 2024)

Richard Heading

(Remuneration since

appointment to the Board

on1July 2024)

Kevin Ayles

(Remuneration since

appointment to the Board

on1July 2024)

Steve Cullen

(Retired on 1 July 2024)

Executive Directors

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

Salaries and fees 550,000 121,190 225,000 — 187,500 — 41,200 162,400

Benefits

1

12,503 3,236 1,493 — 1,450 — 436 1,755

Pensions

2

60,500 9,678 24,750 — 20,625 — 4,532 18,721

Total fixed pay 623,003 134,104 251,243 — 209,575 — 46,168 182,876

Short-term incentive —

Bonus – cash 633,333 123,468 100,000 — 100,000 — 14,491 52,287

Bonus – shares

3

316,667 61,734 50,000 — 50,000 — 7,244 26,144

Commission buyout – cash

4

250,648 — — — — — — —

Share option gains — — — — — — — 20,290

Total variable pay 1,200,648 185,202 150,000 — 150,000 — 21,735 98,721

Total 1,823,651 319,306 401,243 — 359,575 — 67,903 281,597

David Morrison

Tim Edwards

(Resigned on 25 June 2024) Matt Hotson Krystyna Nowak

Othman Boukrami

(Appointed to the Board

on1July 2024)

Non-executive Directors

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

Salaries and fees 175,000 120,000 15,663 57,750 62,500 52,500 63,923 52,500 39,375 —

Benefits

1

— — — — — — — — — —

Pensions

2

— — — — — — — — — —

Total 175,000 120,000 15,663 57,750 62,500 52,500 63,923 52,500 39,375 —

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.

4. Executive Directors are not eligible to participate in the commission scheme. Jan Witte received a one-off buyout payment in June 2024 as he could no longer participate in

the scheme from 1 January 2024.

Payments for loss of office and payments made to former Directors (audited information)

Leslie Hill left the Board of Directors and employment on 31 March 2024. To assist with the transition and maintenance of client

relationships, Leslie agreed to provide consultancy support to the Company from 1 April 2024 to 30 September 2024. Leslie

was paid £32,500 for her consultancy services over this period.

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 2025, 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 2024 and 31 March 2025 are detailed in the tables

on page 64.

Remuneration report continued

64

Record plc Annual Report 2025

Executive Directors’ Bonus Scheme payments

The Executive Directors all participate in the Bonus Scheme, which is the annual short-term variable remuneration structure.

The Executive Directors’ bonus payments are 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 annual KPIs that are agreed by the Board.

The overall performance against these criteria for the year is summarised in the tables for the Executive Directors below.

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

relevant to the award.

Financial objectives Outcomes

Operating profit

Deliver operating profit, pre-bonuses,

of £16.5 million.

Operating profit, pre-bonuses, was £15.3 million.

This was 93% of the target.

Strategic objectives

(non-financial) Outcomes

Set 3-year Company strategy

3-year strategy and budget agreed with the Board for the FX business and Record

Asset Management and strategic priorities identified.

Management reorganisation

New Group CEO and CFO onboarded, new Group CIO hired, and new risk function

established, Board and product reports improved.

Build out operational capabilities

Technology and operational strategy designed and being implemented.

Utilise partnerships

Partnerships with existing clients consolidated and distribution partnerships

beingbuilt out.

New product development

New prototype of products launched, infrastructure fund now live.

Develop City relationships

Improved communication of strategy and organisational changes which has been

well received by the market, regular discussions with brokers and shareholders.

Leadership

Leadership demonstrated by the implementation of all of the above and retention

ofkey clients and people.

Awards:

The Remuneration Committee agreed that there has been strong strategic progress in the year, but noted that the financial

outcome was below budget. Executive Director bonus payments were therefore below the on-target values.

Bonus outcomes were that Jan Witte was awarded a bonus of £950,000; Richard Heading was awarded a bonus of £150,000;

and Kevin Ayles was awarded a bonus of £150,000, noting that both Richard and Kevin were not Executive Directors for the

fullremuneration period.

Directors’ share options and share awards (audited information)

During the financial year ended 31 March 2025, no option awards were made to the Executive Directors, in accordance with

thecurrent Remuneration Policy.

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 or Kevin Ayles since their appointment to the Board on 1 January 2024 and 1July 2024

respectively;therefore, their pre-appointment awards have not been included in the table below. Any share option exercises

by Jan Witte and Kevin Ayles in the year relate to share options granted before they became Executive Directors and so are

notdisclosed below.

Name

Date

of grant

Total

options at

1 April 2024

Options

granted

in period

Options

lapsed

in period

Options

exercised

in period

Total

options at

31 March

2025

Exercise

price

Earliest

exercise

Latest

exercise

Steve Cullen

(retired 1 July 2024) 21/08/19 86,666 — (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 113.

Remuneration report continued

65

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Remuneration report continued

Annual report on remuneration continued

Directors’ share options and share awards (audited information) continued

There were no gains on share options by Executive Directors in the year to 31 March 2025.

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 Steve Cullen on 21 August 2019 vest in three equal tranches and the third of these vesting dates

was 21 August 2024. In accordance with the performance conditions, this tranche lapsed in full.

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

No LTIP awards have been made to Jan Witte or Kevin Ayles since their appointment to the Board on 1 January 2024 and

1July2024 respectively; therefore, their pre-January 2024 awards have not been disclosed in the table below.

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.

Name

Date

of grant

Total LTIP

awards at

1 April

2024

LTIP awards

granted

in period

LTIP awards

lapsed

in period

LTIP awards

exercised

in period

Total LTIP

awards at

31 March

2025

Vesting

date

Steve Cullen

(retired 1 July 2024)

08/09/22 325,000 — (218,589) — 106,411 31/03/25

21/11/23 185,000 — (142,295) — 42,705 21/11/26

The outstanding LTIP awards above vest subject to performance conditions, which are detailed on page 115.

The LTIP awards previously 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.

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.

The LTIP award made to Steve Cullen on 8 September 2022 vested on 31 March 2025. In accordance with the good leaver

conditions on retirement, and the performance conditions, 72,124 options and 146,465 options lapsed respectively, and

106,411options vested.

The LTIP award made to Steve Cullen on 21 November 2023 will vest, subject to performance conditions, on 21 November 2026.

In accordance with the good leaver rules, 142,295 options lapsed on Steve’s retirement.

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 LTIP performance conditions were

approved in last year’s Remuneration Policy to now include EPS, TSR and strategic growth and these determine the number

ofLTIP awards that ultimately vest under the scheme rules.

66

Record plc Annual Report 2025

Remuneration report continued

Shares in lock up (audited information)

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

share options exercised.

Interests in

restricted

shares

at 1 April

2024

Restricted

awards

during year

Restrictions

released

during year

Interests in

restricted

shares at

31 March

2025

Jan Witte 692,351 119,699 (403,389) 408,661

Steve Cullen (retired 1 July 2024) 46,072 21,717 (22,043) 45,746

Directors’ forfeitable share awards

On 24 September 2024, Richard Heading was granted a one-off conditional award of over 723,823 shares. The award was

granted to compensate Richard for share awards forfeited when he left his former employer. The award was granted as a

conditional share award and will vest on 3 June 2026, subject to Richard’s continued employment.

Directors’ share interests (audited information)

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

2025

Shares

held without

restrictions

Shares

subject to

restrictions

1

Total

shares

held

2

Share

options

& LTIP

Forfeitable

share awards

Total

share

interests

Executive Directors

Jan Witte 1,041,888 408,661 1,450,549 2,409,368 — 3,859,917

Richard Heading (appointed 1 July 2024) — — — — 723,823 723,823

Kevin Ayles (appointed 1 July 2024) 847,650 340,907 1,188,557 763,112 — 1,951,669

Non-executive Directors and Chairman

David Morrison 395,000 — 395,000 — — 395,000

Matt Hotson — — — — — —

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

Othman Boukrami — — — — — —

Total 2,334,538 749,568 3,084,106 3,172,480 723,823 6,980,409

2024

Shares

held without

restrictions

Shares

subject to

restrictions

1

Total

shares

held

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 (retired 1 July 2024) 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

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. Under the rules

ofthe Unapproved Share Options scheme, shares gained through exercise are subject to lock-up restrictions for two years from the vesting date.

2. Directors’ share interests have remained unchanged to 19 June 2025.

67

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

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, 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. No salary increases were awarded to Executive Directors and no fees were increased for Non-executive Directors.

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

Salary at

1 April 2024

£

Salary at

1 April 2025

(current salary)

£ Increase

Executive Directors

Jan Witte 550,000 550,000 —

Richard Heading (appointed 1 July 2024) — 300,000 —

Kevin Ayles (appointed 1 July 2024) — 225,000 —

Steve Cullen (retired 1 July 2024) 164,800 — —

Non-executive Directors and Chairman

David Morrison 175,000 175,000 —

Tim Edwards 67,500 — —

Matt Hotson 62,500 62,500 —

Krystyna Nowak 52,500 67,500 29%

Othman Boukrami (appointed 1 July 2024) — 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 Bonus payment. There is no maximum value that could be paid during each year.

Year ended 31 March

2016

£

2017

£

2018

£

2019

£

2020

£

2021

£

2022

£

2023

£

2024

£

2025

£

Jan Witte — — — — — — — — — 1,823,651

Leslie Hill

1

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

James Wood-Collins

2

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

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

2. Resigned 13 February 2020.

68

Record plc Annual Report 2025

Remuneration report continued

Percentage change in the remuneration of the Chief Executive Officer

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 2025 and the previous financial years compared to the average for all employees of the

Group.

Year ended 31 March

2019 2020 2021 2022 2023 2024 2025

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% 57% 6% 0% 9% 44% 18% 5% 13% 0% 8% (19%) 12%

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

Total annual

profit share/

Bonus 20% 10% (2%) 4% 96% 1% 121% 117% 32% 44% (94%) (54%) 650% 12%

Percentage change in the remuneration of the Board Directors

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 2025 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 Year ended 31 March 2025

% change in:

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Base

salary Benefits

Total

bonus

Jan Witte

(appointed

1 January 2024) — — — — — — — — — — — — 19% — 16%

Steve Cullen

(retired 1 July 2024) 0% (2%) (25%) 5% (3%) 61% 10% — 112% 10% — (65%) 1% — (65%)

David Morrison

(appointed

1March 2023) — — — — — — — — — 0% — — 46% — —

Tim Edwards

(resigned

25 June 2024) — — — 26% — — 5% — — 0% — — 17% — —

Matt Hotson — — — — — — 5% — — 0% — — 19% — —

Krystyna Nowak — — — — — — 5% — — 0% — — 29% — —

Employees of

RecordGroup 9% — 1% 18% 1% 117% 13% — 39% 8% — (54%) 12% — 12%

Total Shareholder Return performance graph

Mar

2022

Mar

2016

Mar

2017

Mar

2018

Mar

2019

Mar

2020

Mar

2025

Mar

2024

Mar

2023

Mar

2021

Record plc

FTSE 350 – General Financial Index

0

100

200

300

400

Mar

2015

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 2015 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 2025 was 50.0 pence. The highest closing share price during the

financial year was 68.0 pence. The lowest closing share price during the financial year was 47.0 pence.

69

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Remuneration report continued

Annual report on remuneration continued

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.

4.4 4.6

14.9 14.7

11.6

1.9

11.4

—

3.7

1.8

9.3

8.8

10.0

9.1

1.1

£m

0

4

8

12

20

16

FY-25

FY-24

Dividends

FY-25

FY-24

FY-24

Profit

FY-25

FY-25

FY-24

Tax

FY-25

FY-24

Non-remuneration

costs

Exceptional

items

FY-25

FY-24

Remuneration

costs

Variable/special

Fixed/ordinary

Dividends are represented in the chart above as follows:

2025: interim dividend paid in December 2024 of 2.15 pence per share, final dividend proposed of 2.50 pence per share and no

special dividend.

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

dividend of 0.60 pence per share.

Directors’ service contracts

Jan Witte has a service agreement dated 1 April 2024, when he took over as Group CEO. Richard Heading has a service

agreement dated 13 January 2024, signed before he joined the Company on 3 June 2024. Kevin Ayles has a service agreement

dated 1 July 2024, when he joined the Board. 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 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 30 July 2024.

For Against Votes withheld

number % number % number %

Annual report on remuneration 100,799,593 91.18% 9,744,971 8.81% 9,826 0.01%

70

Record plc Annual Report 2025

Remuneration report continued

Governance: role of the Remuneration Committee

Membership of the Remuneration Committee

The Remuneration Committee is chaired by Krystyna Nowak and is supported by the Chairman, David Morrison,

andindependent Non-executive Directors, Matt Hotson and Othman Boukrami.

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 Chief of Staff 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.

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.

Seven Committee meetings were held during the year.

Date Key issues considered

April 2024 • Review of Executive Director salaries

• Review of Chairman and Non-executive Director fees

• Discussion of Executive Director bonus payment proposals and bonus pool

June 2024

• Review of total remuneration spend

• Review of bonus payments with Head of Compliance

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

• Approval of commission payments

• Discussion about FY-25 LTIP grants for Executive Directors

• Review of new Remuneration Policy to be proposed to shareholders

• Approval of remuneration for Kevin Ayles on joining the Board

July 2024

• Approval of Steve Cullen good leaver status

• Approval of FY-25 bonus scheme

• Further discussion about FY-25 LTIP awards

• Review of shareholder group reports

October 2024

• Review of Executive Director remuneration

• Review of staff bonus pool for the half year

November 2024

• Approval of staff bonus payments for half year

• Approval of commission payments for half year

• Finalisation of FY-25 LTIP grants for Executive Directors

February 2025

• Review of Executive Director remuneration schemes with Ellason

• Review of on-target bonuses

• Review of Executive Director and staff shareholding

• FY-25 and FY-26 bonus process

March 2025

• Review of salaries for Executive Directors

• Review of fees for Chairman and Non-executive Directors

• Initial review of Executive Director bonus proposals

• FY-25 and FY-26 bonus process update

71

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Remuneration report continued

External advisers

The Committee received advice from Macfarlanes during the

year, and received specialist advice from Ellason LLP about

remuneration schemes for Executive Directors and market

practice.

Committee evaluation

An internal review of Committee effectiveness was carried

out as part of the Board evaluation process in April 2025

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

19 June 2025

72

Record plc Annual Report 2025

As permitted by legislation, some of the matters required

to be included in the Directors’ report have instead been

included in the following sections of the Annual Report:

• Strategic report on pages 1 to 35;

• Board of Directors on pages 38 and 39;

• Corporate governance report on pages 40 to 46;

• Nomination Committee report on pages 47 to 49;

• Audit Committee report on pages 50 to 53;

• Remuneration report on pages 54 to 72;

• Directors’ statement of responsibilities on page 76; and

• S172 Companies Act 2006 on page 30.

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 0.025 pence 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 23 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 2025, the number of shares in issue of the

Company was 199,054,325 (FY-24: 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 23 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 2025:

Name

Number of

ordinary 0.025p

shares held

Percentage

interest

Neil Record 50,751,041 25.5%

Leslie Hill 12,650,740 6.4%

Interactive Investor 12,548,339 6.3%

Premier Milton Investors 9,587,156 4.8%

Hargreaves Lansdown Asset Mgt 8,160,680 4.1%

Schroders plc 6,171,554 3.1%

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.

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 25.5% 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 2025, 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.

Directors’ report

73

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Directors’ report continued

Restrictions on transfers of shares

Under the terms of the Record plc Bonus Scheme (“Bonus”)

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 24 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, buyback

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 2024 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 2025 AGM. If approved, this

authority will expire on 30 October 2026 or, if earlier, at the

conclusion of the AGM in 2026.

At the AGM in 2024, 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 2025 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 2026,

or,if earlier, at the conclusion of the AGM in 2026.

Results and dividends

The results of the Group for the year are set out in the

consolidated statement of comprehensive income on

page88.

The Company paid an interim ordinary dividend of 2.15 pence

per share on 22 December 2024 to shareholders on the

register on 1 December 2024.

The Directors recommend a final ordinary dividend of 2.50

pence per ordinary share for the year ended 31 March 2025,

making a total ordinary dividend of 4.65 pence per share.

Subject to shareholder approval at the Annual General

Meeting, the final dividend will be paid on 25 July 2025 to

shareholders on the register at the close of business on

4July2025. The shares will be quoted ex-dividend from

3July2025.

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 5,895,707 shares

as at 31 March 2025 (FY-24: 6,700,467 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 25 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 28

tothe financial statements.

74

Record plc Annual Report 2025

Directors’ report continued

Post-reporting date events

There were no 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. The viability

statement can be found on page 35.

Political donations

It is the Group’s policy not to make political donations

andaccordingly no such donations have been made during

the period.

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 and 27.

Modern Slavery statement

The Group’s Modern Slavery statement can be found in the

Sustainability Report on page 24.

Corporate responsibility

Details of the Company’s employment practices, including

diversity and employee engagement, can be found in the

Sustainability Report on pages 24 and 25. We are committed

to minimising the environmental impact of our operations and

to delivering continuous improvement in our environmental

performance. See page 27 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 38 and 39. 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 a specific policy

for those serving as Directors of the Company and those

serving as Directors or Officers of other Group entities,

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 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.

2025 Annual General Meeting

The 2025 Annual General Meeting of the Company will be

held at 10.00am on 23 July 2025 at the following address:

First Floor, 3 Sheldon Square, London W2 6HY. 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 the 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 2025 Annual General

Meeting.

By order of the Board:

Cerian Tahany FCG

Company Secretary

19 June 2025

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Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Directors’ responsibilities statement

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

Richard Heading

Chief Financial Officer

19 June 2025

76

Record plc Annual Report 2025

What’s in this section

Independent auditor’s report 78

Consolidated statement of comprehensive income 88

Consolidated statement of financial position 89

Consolidated statement of changes in equity 90

Consolidated statement of cash flows 91

Company statement of financial position 92

Company statement of changes in equity 93

Company statement of cash flows 94

Notes to the financial statements 95

Financial

statements

77

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Additional informationGovernanceStrategic report

77

Record plc Annual Report 2025

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 2025 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 2025 which comprise the consolidated

statement of comprehensive income, the consolidated

statement of financial position, the consolidated statement

of changes in equity, the consolidated statement of cash

flows, the company statement of financial position, the

company statement of changes in equity, the company

statement of cash flows, and notes to the financial

statements, including material accounting policy information.

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 5 years, covering

the years ended 31 March 2021 to 31 March 2025. 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 tested for arithmetical accuracy. We considered

whether there is a risk that could plausibly affect the

liquidity or ability of the Group and 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 are in conformity with the applicable

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’s and the Parent Company’s ability to continue as

going concerns 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

78

Record plc Annual Report 2025

Overview

Key audit matters

2025 2024

Revenue Recognition

Materiality Group financial statements as a whole

£558,000 (2024: £646,000) based on 5% (2024: 5%) of adjusted Profit before tax

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial

reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks

of material misstatement of the Group financial statements including with respect to the consolidation process. We then

applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial

statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing

the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

The Group has entities in various locations across the globe, including the UK, US, Switzerland and Germany. The majority

of group entities are managed centrally by the Group finance team which is based in the UK. For these entities, there are

centralised functions, including IT, finance and a common system of internal control.

As part of performing our Group audit, we have determined the components in scope as follows:

Component

Name

Group

entities

Geographic

location(s)

of Group entities

Nature of

operations

Rationale for

determinationofcomponent

Support Entities Record plc (“Rplc”)

Record Group

Services Limited

(“RG SL”)

UK Holding company

andcost centre

Rplc is the holding company of the Group

and does not earn external revenue. RGSL

is the entity that provides management

services to other Group undertakings

and incurs costs on behalf of other Group

entities. Both these entities perform

complementary activities to one another

and to the ongoing business of the Group.

As well as this, both entities use the same

financial reporting software, and the

Group finance team is responsible for the

financial reporting, thus information is

easily accessible. In addition, they operate

in same jurisdiction, being the UK.

RCML Record Currency

Management Limited

(“RCML”)

UK Trading This entity is in its own component as it is

the main trading entity which generates

approximately 98% of the Group’s revenue

through provision of currency management

and asset management services, with

currency management being the main

revenue driver. In addition to the same

financial reporting software as other Group

entities, RCML uses additional in-house

systems extensively in its revenue

generating activities. The entity is UK

registered and FCA regulated, and is thus

subject to UK laws and regulations, as well

as the FCA’s CASS rules. Financial reporting

is performed by the Group finance team, so

information is easily accessible.

Independent auditor’s report to the members of Record plc

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Financial statementsStrategic reportRecord plc Annual Report 2025

Component

Name

Group

entities

Geographic

location(s)

of Group entities

Nature of

operations

Rationale for

determinationofcomponent

Asset

Management

Record Asset

Management GmbH

(“RAM”)

RAM Strategies

GmbH (“RAM

Strategies”)

Germany Trading The entities in this component provide

asset management services. While the

Group finance team is responsible for the

financial reporting and these entities also

use the same financial reporting software

as other Group entities, RAM and RAM

Strategies are based in Germany and are

therefore subject to different laws and

regulations to the UK-based components.

RAM is regulated by BaFin, so is required

to comply with certain capital adequacy

requirements and other German enforced

regulations.

EBT Employee Benefit

Trust (“EBT”)

UK Facilitation of

share-based

payment

transactions

The sole purpose of the EBT is to

periodically purchase shares in the market

to satisfy requirements for shares vesting

under the Group’s various share-based

remuneration schemes. Due to the nature

of the EBT being non-trading and a special

purpose vehicle, we concluded that it

is appropriate to assess the EBT as a

standalone component.

Limited Risk

Entities

All remaining Group

entities

Germany,

Switzerland, US

Advisory services

and cost centres

The financial reporting software for most

entities in this component is the same as

other Group entities. Our risk assessment

identified that due to the small size of

these entities, there were no potential

significant or elevated risks of material

misstatement that were attributable to the

entities in this component. We concluded

that the entities in this component carried

limited aggregation risk and, as such, we

deemed it appropriate to group all other

Group entities in a single component.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain

sufficient appropriate evidence. These further audit procedures included:

• procedures on the entire financial information of the component, including performing substantive procedures and tests

ofoperating effectiveness of controls

• procedures on one or more classes of transactions, account balances or disclosures

• specific audit procedures

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

An overview of the scope of our audit continued

Components in scope continued

80

Record plc Annual Report 2025

Procedures performed at the component level

We performed procedures to respond to group risks of material misstatement at the component level that included the following.

Component

Component

Name Entities Group Audit Scope

1 Support Entities Record plc (“Rplc”) & Record Group

Services Limited (“RGSL”)

Statutory audit and procedures on the entire

financial information of the component

2 RCML Record Currency Management

Limited (“RCML”)

Statutory audit and procedures on the entire

financial information of the component

3 Asset Management Record Asset Management GmbH

(“RAM”) & RAM Strategies GmbH

(“RAM Strategies”)

Procedures on one or more classes

of transactions, account balances or

disclosures

4 EBT Employee Benefit Trust (“EBT”) Specific audit procedures

5 Limited Risk Entities All remaining Group entities Procedures on one or more classes

of transactions, account balances or

disclosures

The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group audit.

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

Procedures performed centrally

We considered there to be a high degree of centralisation of

financial reporting, commonality of controls and similarity

of the group’s activities and business lines in relation to

taxation, provisions, reserves, share-based payments

and cash flows. We therefore designed and performed

procedures centrally in these areas.

The group operates a centralised IT function that supports IT

processes for all components. This IT function is subject to

specified risk-focused audit procedures, predominantly the

testing of the relevant IT general controls and IT application

controls.

Changes from the prior year

For the audit for the year to 31 March 2024, which was

conducted under ISA (UK) 600 Revised November 2019, we

determined that each legal entity was a separate component.

We identified significant components with reference to

their financial size relative to certain benchmarks (e.g.

profit before tax) or the level of risks associated with that

component. Full scope audit procedures were performed

on these significant components, while specific procedures

were performed on other components where we identified

material amounts/balances in non-significant components.

The scope of our audit in the current year was based on the

group risk of material misstatement and the source(s) of

the risk, in contrast to the designation of components as

either significant or non-significant in the previous year. The

identified components and rationale for the determination of

components have been disclosed under the ‘Components in

scope’ section of this report.

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 26 and 27 may

affect the financial statements and our audit.

We challenged the extent to which climate-related

considerations have been reflected and also assessed

the consistency of management’s disclosures included as

Statutory Other Information on pages 26 and 27 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 that were materially

affected by climate-related risks and related commitments.

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An overview of the scope of our audit continued

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.

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 97.

Management fees:

£37.2m (2024:

£38.7m)

Performance fees:

£3.2m (2024: £5.8m)

The Group’s revenue arises from the

provision of currency management

and asset management services as

disclosed in Note 4. Revenue comprises

of mainly management fees (90%) and

performance fees (8%).

The risk of fraud in revenue recognition

is considered to be a significant audit

risk as revenue is a key driver of return

to investors and there is a risk that

there could be manipulation of amounts

recorded in the system.

Management fees are determined

based on the weighted average

exposures at fee rates outlined in the

Management Agreements (“IMAs”).

For certain mandates, the calculation

of management fees requires manual

intervention. This introduces the risk

of manipulation during the manual

process, potentially leading to material

misstatement by fraud in management

fee revenue.

For performance fees, there are several

bespoke and complex agreements.

Bynature, these fees are only earned

if the defined benchmark/high water

mark has been exceeded at the end of

each performance period, with the basis

for calculation being tailored for each

mandate. Due to the manual nature of

the calculation and recognition process,

there is an increased risk of material

misstatement due to manipulation during

the fee calculation process.

We therefore consider revenue

recognition of manually-calculated

management fees and performance

feesto be a key audit matter.

For management fees, 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.

• Obtained a listing of the clients where management

feecalculations are subject to manual intervention.

• Performed work to gain assurance over the

completeness of the listing provided by management.

• 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.

• Recalculated the management fees, including the

manual element, 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 inputs 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. With the assistance

of our internal valuation experts, on a sample basis,

we recalculated the benchmark performance which

was compared to management’s calculations, and

differences were investigated when identified.

• Recalculated the performance fees by comparing

the value-added to the benchmark portfolios, and

applying the fee rates as per the IMAs to the value

added recalculation. We compared our results to

management’s, with any differences noted being

investigated.

• Agreed performance fees to the customer invoices

fee calculation, and 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 manually calculated management fees and

performance fees has been materially misstated.

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

82

Record plc Annual Report 2025

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

2025

£

2024

£

2025

£

2024

£

Materiality 558,000 646,000 197,000 117,000

Basis for determining

materiality

5% of adjusted Profit before tax 2% of Net assets 1% of Total assets

Rationale for the

benchmarkapplied

As the Group is listed, profit before tax is

considered the most appropriate benchmark

for users of the financial statements as it is a

primary measure of performance.

Net assets is considered the most appropriate

benchmark as the entity is a holding company

so net assets is a key financial measure for

users of the financial statements. Compared to

the prior year, there was a large increase in total

assets, largely due to a new right-of-use asset.

To ensure materiality remains appropriate and

risk-sensitive, we consider 2% of net assets to

be a more suitable benchmark at this stage.

Performance materiality 418,500 419,900 147,750 76,050

Basis for determining

performance materiality

75% of Materiality 65% of Materiality 75% of Materiality 65% of Materiality

Rationale for the

percentageapplied for

performance materiality

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

Company’s overall control environment, we concluded that performance materiality of 75%

of materiality was appropriate for the current year. This has increased from 65% in the prior

year following a reassessment of relevant factors including a lower value of misstatements,

management’s willingness to considering adjustments, and fewer control deficiencies impacting

the current year financial statements.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, based on a

percentage of between 70% and 85% of Group performance materiality dependent on a number of factors including the level

of public interest, the robustness of the control environment, extent of disaggregation, size, and our assessment of the risk of

material misstatement of those components. Component performance materiality ranged from £292,950 to £355,725.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £11,160

(2024:£12,920). We also agreed to report differences below this threshold that, in our view, warranted reporting on

qualitativegrounds.

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

83

Additional informationGovernance

Financial statementsStrategic reportRecord plc Annual Report 2025

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.

Corporate governance statement

The UK 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 75;

• 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 35 and page 75; and

• The Directors’ statement on whether they have a reasonable expectation that theGroup

will be able to continue in operation set out on page 75.

Other Code provisions

• Directors’ statement on fair, balanced and understandable set out on page 47;

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

principal risks set out on page 27;

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

management and internal control systems set out on pages 27 to 30 and page 49; and

• The section describing the work of the audit committee set out on pages 47 to 53.

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

84

Record plc Annual Report 2025

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

85

Additional informationGovernance

Financial statementsStrategic reportRecord plc Annual Report 2025

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

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 an understanding of the Group’s policies

and procedures regarding compliance with laws and

regulations

we considered the significant laws and regulations to be UK

adopted IFRS, UK tax legislation, UK 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’) and German regulators.

Our procedures in respect of the above included:

• Review of minutes of meetings 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 meetings 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

and revenue recognition.

86

Record plc Annual Report 2025

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 defined risk criteria such as unusual/

unexpected entries, transactions containing key words

such as fraud, and unusual revenue journals, by agreeing

to supporting documentation and assessing whether the

journals processed had a valid business reason, were

appropriate for the nature of the business, and were

recorded in the correct account and the correct accounting

period.

• Involvement of forensic specialists in the audit to review

our fraud risk assessment and challenge the assessment;

• Assessing significant estimates made by management for

bias; 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

19 June 2025

BDO LLP is a limited liability partnership registered in

England and Wales (with registered number OC305127).

87

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Financial statementsStrategic reportRecord plc Annual Report 2025

Consolidated statement of comprehensive income

Year ended 31 March 2025

| | 2025 | 2024
| Note | £’000 | £’000
Revenue | 4 | 41, 61 5 | 45, 3 7 8
Cost of sales | | (47 2) | (8 2)
Gross profit | | 4 1 ,1 4 3 | 45 , 29 6
Administrative expenses | 5 | (30,845) | (3 0 ,7 4 6)
Loss on share of joint venture | | (4) | —
Other income/(expense) | 5 | 36 4 | (1 5)
Operating profit prior to impairment of intangible assets | | 10,65 8 | 14, 535
Impairment of intangible assets | 11 | — | (1,937)
Operating profit | | 10,65 8 | 12,5 98
Finance income | | 446 | 394
Finance expense | | (1 6 2) | (8 1)
Profit before tax | | 10,9 42 | 12 ,9 11
Taxation | 7 | (1,837) | (3 , 6 5 8)
Profit after tax | | 9, 105 | 9,2 53
Foreign exchange gains on translation of foreign operations | | 55 | 13
Other comprehensive income that may be reclassified subsequently | | |
toprofitandloss | | 55 | 13
Total comprehensive income for the year net of tax | | 9 ,1 6 0 | 9,26 6

Total comprehensive income for the year attributable to

Equity holders of the parent

9,7 5 0

9, 27 1

Non-controlling interest | 15 | (5 9 0) | (5)
| | 9 ,1 6 0 | 9,26 6

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

parentduringthe year

Basic earnings per share (pence per share) | 8 | 5.03 | 4. 84
Diluted earnings per share (pence per share) | 8 | 4.94 | 4 .7 8

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

88

Record plc Annual Report 2025

Consolidated statement of financial position

As at 31 March 2025

| | | Restated
| | 2025 | 2024
| Note | £’000 | £’000
Non-current assets | | |
Intangible assets | 11 | 358 | 11
Right-of-use assets | 12 | 7, 0 0 7 | 1 74
Property, plant and equipment | 13 | 2 ,1 4 7 | 193
Investments | 14 | 4 ,1 2 3 | 4,9 49
Deferred tax assets | 17 | 1,365 | 168
Total non-current assets | | 15,000 | 5,495
Current assets | | |
Corporation tax assets | 18 | 289 | —
Trade and other receivables | 18 | 13 ,7 2 9 | 13,02 2
Derivative financial assets | 19 | 84 | 63
Money market instruments | 20 | 1,50 0 | 9, 53 0
Cash and cash equivalents | 20 | 11,798 | 7, 9 5 5
Total current assets | | 27 ,400 | 30,5 70
Total assets | | 42 ,4 00 | 36,0 65
Current liabilities | | |
Trade and other payables | 21 | (5 ,7 3 9) | (4 , 9 3 0)
Corporation tax liabilities | 21 | (5 1) | (1 , 8 6 5)
Provisions | 22 | (186) | (1 2 2)
Lease liabilities | 12 | (2 6 3) | (1 0 6)
Derivative financial liabilities | 19 | — | (9)
Total current liabilities | | (6 , 2 3 9) | (7, 0 3 2)
Non-current liabilities | | |
Provisions | 22 | (2 5 0) | —
Lease liabilities | 12 | (6 , 8 4 2) | (7 9)
Total non-current liabilities | | (7, 0 9 2) | (7 9)
Total net assets | | 29,06 9 | 28,9 5 4
Equity | | |
Issued share capital | 23 | 50 | 50
Share premium account | | 1,809 | 1,80 9
Capital redemption reserve | | 26 | 26
Foreign currency translation reserve | | 44 | 13
Retained earnings | | 2 7, 1 3 1 | 2 7, 0 5 1
Equity attributable to the equity holders of the parent | | 29,06 0 | 2 8 ,9 49
Non-controlling interests | | 9 | 5
Total equity | | 29,06 9 | 28,9 5 4

1. See note 32 for details of the presentational adjustment resulting in the restatement of prior year amounts.

Approved by the Board on 19 June 2025 and signed on its behalf by:

David Morrison Richard Heading

Chairman Chief Financial Officer

Company registered number: 1927640

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

89

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Financial statementsStrategic reportRecord plc Annual Report 2025

Consolidated statement of changes in equity

Year ended 31 March 2025

| | | | | | | Equity | |
| | | | | Foreign | | attributable | |
| | | Share | Capital | currency | | to equity | Non- |
| | Called-up | premium | redemption | translation | Retained | holders of | controlling | Total
| | share capital | account | reserve | reserve | earnings | the parent | interest | equity
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
As at 1 April 2024 | | 50 | 1,809 | 26 | 13 | 2 7, 0 5 1 | 28 ,9 49 | 5 | 28,95 4
Profit and total | | | | | | | | |
comprehensive income | | | | | | | | |
forthe year | | — | — | — | 31 | 9 ,7 1 9 | 9 ,7 5 0 | (5 9 0) | 9 ,1 6 0
Non-controlling interest | | | | | | | | |
acquired in subsidiaries | | — | — | — | — | 571 | 571 | (5 5 2) | 19
Share of additional equity | | | | | | | | |
reserve contribution | | — | — | — | — | (1, 146) | (1, 146) | 1,146 | —
Dividends paid | 9 | — | — | — | — | (10,0 49) | (10,049) | — | (10,049)
Own shares acquired by EBT | | — | — | — | — | (7 6 0) | (7 6 0) | — | (7 6 0)
Release of shares held | | | | | | | | |
byEBT | | — | — | — | — | 1, 332 | 1,33 2 | — | 1, 332
Tax on share-based | | | | | | | | |
payments | | — | — | — | — | (15) | (15) | — | (1 5)
Other share-based payment | | | | | | | | |
reserve movements | | — | — | — | — | 42 8 | 428 | — | 42 8

Transactions with

shareholders

—

—

—

—

(9,639)

(9,639)

59 4

(9 ,0 4 5)

As at 31 March 2025 | | 50 | 1,809 | 26 | 44 | 2 7,1 3 1 | 29,0 60 | 9 | 29,06 9

Year ended 31 March 2024

| | | | | | | Equity | |
| | | | | Foreign | | attributable | |
| | | Share | Capital | currency | | to equity | Non- |
| | Called-up | premium | redemption | translation | Retained | holders of | controlling | Total
| | share capital | account | reserve | reserve | earnings | the parent | interest | equity
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
As at 1 April 2023 | | 50 | 1, 809 | 26 | — | 2 6 ,4 0 6 | 28,29 1 | — | 28, 291
Profit and total | | | | | | | | |
comprehensive income | | | | | | | | |
forthe year | | — | — | — | 13 | 9, 2 58 | 9, 2 7 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 | | — | — | — | — | 2,584 | 2,584 | — | 2,584
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

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

90

Record plc Annual Report 2025

Consolidated statement of cash flows

As at 31 March 2025

| | | Restated
| | 2025 | 2024
| Note | £’000 | £’000
Net cash inflow from operating activities | 27 | 7, 3 4 6 | 13,05 5
Cash flows from investing activities | | |
Purchase of intangible assets | 11 | (365) | (7 8 9)
Purchase of property, plant and equipment | 13 | (2 ,1 1 8) | (2 9)
Purchase of investments | 14 | (6 0) | (1,080)
Sale of investment in subsidiary | 14 | 4 | —
Redemption of bonds | 14 | — | 753
Redemption of other investments | 14 | 1,1 2 0 | 1,144
Purchase of money market instruments | | (4 , 9 2 2) | (5,950)
Disposal of money market instruments | | 12 ,9 52 | 2,396
Interest received | | 47 9 | 360
Net cash inflow/(outflow) from investing activities | | 7,0 9 0 | (3 ,1 9 5)
Cash flows from financing activities | | |
Lease principal payments | 12 | (217) | (2 8 8)
Lease interest payments | 12 | (15) | (3 3)
Proceeds from share issue to NCI | | 24 | —
Purchase of own shares | 33 | (32 5) | —
Dividends paid to equity shareholders | 9 | (10,049) | (1 0 , 1 1 3)
Net cash outflow from financing activities | | (1 0, 5 8 2) | (1 0 , 4 3 4)
Net increase/(decrease) in cash and cash equivalents in the year | | 3,854 | (5 7 4)
Exchange gains | | (1 1) | 8
Cash and cash equivalents at the beginning of the year | | 7, 9 5 5 | 8, 521
Cash and cash equivalents at the end of the year | | 11, 798 | 7, 9 5 5
Closing cash and cash equivalents consist of: | | |
Cash | | 6 ,7 3 9 | 4,9 5 4
Cash equivalents | | 5,059 | 3,0 0 1
Cash and cash equivalents | 20 | 11,798 | 7, 9 5 5

1. See note 32 and 33 for details of the presentational adjustment resulting in the restatement of prior year amounts.

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

91

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Financial statementsStrategic reportRecord plc Annual Report 2025

Company statement of financial position

As at 31 March 2025

Note

2025

£’000

2024

£’000

Non-current assets

Right-of-use assets 12 6,936 68

Property, plant and equipment 1,943 70

Investments 14 12,620 10,843

Total non-current assets 21,499 10,981

Current assets

Corporation tax 201 195

Trade and other receivables 18 6,670 711

Cash and cash equivalents 20 90 214

Total current assets 6,961 1,120

Total assets 28,460 12,101

Current liabilities

Trade and other payables 21 (11,432) (7,176)

Lease liabilities 12 (226) (71)

Provisions 22 (61) (122)

Total current liabilities (11,719) (7,369)

Non-current liabilities

Lease liabilities 12 (6,804) —

Deferred tax liabilities (434) (124)

Provisions 22 (250) —

Total non-current liabilities (7,488) (124)

Total net assets 9,253 4,608

Equity

Issued share capital 23 50 50

Share premium account 1,809 1,809

Capital redemption reserve 26 26

Retained earnings 7,368 2,723

Total equity 9,253 4,608

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

£13 ,8 79, 895 (2024: £6,8 09, 52 3).

Approved by the Board on 19 June 2025 and signed on its behalf by:

David Morrison Richard Heading

Chairman Chief Financial Officer

Company registered number: 1927640

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

92

Record plc Annual Report 2025

Company statement of changes in equity

Year ended 31 March 2025

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 2024 50 1,809 26 2,723 4,608

Profit and total comprehensive income

fortheyear — — — 13,880 13,880

Dividends paid 9 — — — (10,049) (10,049)

Share option reserve movement — — — 814 814

Transactions with shareholders — — — (9,235) (9,235)

As at 31 March 2025 50 1,809 26 7,368 9,253

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

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

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Financial statementsStrategic reportRecord plc Annual Report 2025

Company statement of cash flows

Year ended 31 March 2025

Note

2025

£’000

2024

£’000

Net cash inflow from operating activities 27 1,711 1,555

Cash flows from investing activities

Dividends received 10,000 7,700

Purchase of property, plant and equipment (1,246) —

Investment in equity reserve of subsidiary (1,422) —

Sale of investment in subsidiary 4 —

Purchase of investments (60) (13)

Redemption of investments 1,120 1,144

Interest received — 8

Net cash inflow from investing activities 8,396 8,839

Cash flows from financing activities

Lease principal payments 12 (173) (253)

Lease interest payments 12 (11) (27)

Purchase of own shares — —

Dividends paid to equity shareholders 9 (10,049) (10,113)

Net cash outflow from financing activities (10,233) (10,393)

Net (decrease)/increase in cash and cash equivalents in the year (126) 1

Exchange gains 2 —

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

Cash and cash equivalents at the end of the year 90 214

Closing cash and cash equivalents consist of:

Cash 90 214

Cash equivalents — —

Cash and cash equivalents 20 90 214

The notes on pages 95 to 125 are an integral part of these consolidated financial statements.

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Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025

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 standards

There have been no new or amended standards adopted in the financial year beginning 1 April 2024 which have a material

impact on the Group or any company within the Group.

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. The Group is currently assessing the impact on the financial statements of IFRS 18 and the amendments

to IFRS 9 regarding the classification and measurement of financial instruments.

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 2025.

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 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 financial statements have also been prepared in accordance with UK adopted international accounting standards

and have taken 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 £13,879,895

attributable to the Company (FY-24: £6,809,523). 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.

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Notes to the financial statements for the year ended 31 March 2025 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”.

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 identified

two reportable segments for the purposes of revenue reporting for FY-24 and FY-25: Currency Management and Asset

Management.

For FY-26 onwards, the segmental information presented to the Group’s CODM will transition to a more granular split by

product nature: Risk Management, Absolute Return and Private Markets.

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
Leases | 12 | Discount rate
Provisions | 22 | Consideration required to settle future obligations
Share-based payments | 17, 24 | Fair value of share options and related deferred tax
Fair value of investments | 26 | Valuation methodology and inputs
Area | Note | Related judgement
Basis of consolidation | 14, 29 | Control, interests in unconsolidated structured entities
Fair value of investments | 26 | Input level allocation

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Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

3. Segmental analysis

For FY-25, the Board and management team of the Group have continued to organise and report on the performance of

the business by Currency Management and Asset Management 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 Local Debt

and Custom Opportunities.

For FY-26 onwards, the operating segmental information presented to the Group’s CODM will transition to a more granular

split by product nature: Risk Management, Absolute Return and Private Markets.

3.1 Operating segments

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-25, these are not considered to be operating segments. However, revenue per segment is reviewed by the

CODM. Currency Management revenue totalled £34.1 million for the period (FY-24: £33.9 million) and Asset Management

revenue totalled £7.5 million for the period (FY-24: £11.5 million). 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 and

Asset 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 services income are recorded on a monthly basis as the service occurs; there are no other

performance obligations (excluding standard duty of care requirements). Management fees are calculated as an agreed

percentage of the Assets Under Management (“AUM”) denominated in the client’s chosen base currency. The percentage varies

depending on the nature of services and the level of AUM. Management fees are typically invoiced to the customer quarterly

with receivables recognised for unpaid invoices. Fees are recognised on a monthly basis, based on the agreed fee rate and AUM

over the period.

The Group is entitled to earn performance fees from some clients where the performance of the clients’ mandates exceeds

defined benchmarks over a set time period, and are recognised when the fee amount can be estimated reliably and it is highly

probable that it will not be subject to significant reversal. Performance fee revenues are not considered to be highly probable

until the end of a contractual performance period and therefore are not recognised until they crystallise, at which time they

are payable by the client and cannot be clawed back. There are no other performance obligations or services provided which

suggest these have been earned either before or after crystallisation date.

4.1 Revenue by product type

| | 2025 | | | 2024 |
| Currency | Asset | | Currency | Asset |
| Management | Management | Total | Management | Management | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Passive Hedging | 11,485 | — | 11,485 | 9,720 | — | 9,720
Dynamic Hedging | 13,685 | — | 13,685 | 13,719 | — | 13,719
Hedging for Asset Managers | 3,569 | — | 3,569 | 2,886 | — | 2,886
FX Alpha | 1,626 | — | 1,626 | 1,250 | — | 1,250
EM Local Debt | — | 4,977 | 4,977 | — | 4,793 | 4,793
Custom Opportunities | — | 1,904 | 1,904 | — | 6,327 | 6,327
Management fees | 30,365 | 6,881 | 37,246 | 27,575 | 11,120 | 38,695
Passive Hedging | 3,175 | — | 3,175 | 2,898 | — | 2,898
FX Alpha | — | — | — | 2,942 | — | 2,942
Performance fees | 3,175 | — | 3,175 | 5,840 | — | 5,840
Other services income | 595 | 599 | 1,194 | 439 | 404 | 843
Total revenue | 34,135 | 7,480 | 41,615 | 33,854 | 11,524 | 45,378

Management fees are recognised over 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.

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4. Revenue continued

4.2 Revenue by geographical analysis

All revenue received during the period was for services provided by Group companies situated in the UK, Germany and

Switzerland. 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.

| 2025 | 2024
Revenue by geographical region | £’000 | £’000
Management and performance fee income | |
UK | 2,331 | 2,593
US | 15,288 | 15,652
Switzerland | 13,893 | 15,281
Europe (excluding UK and Switzerland) | 8,722 | 8,049
Other | 1,381 | 3,803
Total revenue | 41,615 | 45,378

4.3 Major clients

During the year ended 31 March 2025, three Currency Management clients individually accounted for more than 10% of

the Group’s revenue. The three largest clients generated revenues of £6.9 million, £5.0 million and £4.3 million in the year

(FY-24: two clients generated revenues of more than 10% totalling £6.7 million and £4.8 million in the year).

5. Operating profit

Operating profit for the year is stated after charging/(crediting):

| 2025 | 2024
| £’000 | £’000
Administrative expenses | |
Staff costs | 19,335 | 19,404
Other staff-related costs | 1,224 | 1,778
IT and technology | 4,236 | 4,584
Auditor’s remuneration | |
Fees payable to the Group’s auditor for the audit of the Company’s annual accounts | 186 | 188
Fees payable to the Group’s auditor for the audit of subsidiary undertakings | 266 | 268
Audit-related assurance services required by law or regulation | 10 | 9
Other non-audit services | 18 | 16
Other professional fees | 2,638 | 1,888
Occupancy | 1,343 | 989
Travel and marketing | 831 | 899
Impairment of intangible assets | — | 1,937
Loss on share of joint venture | 4 | —
Other income or expense | |
Gain on forward FX contracts held to hedge cash flow | (179) | (252)
Other exchange losses | 120 | 360
Investment gains | (305) | (93)

Of the above auditor’s remuneration, audit-related services for the year totalled £452,500 (FY-24: £455,500).

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Notes to the financial statements for the year ended 31 March 2025 continued

6. Staff costs

The average number of employees, including Directors, employed by the Group during the year was:

| 2025 | 2024
Corporate | 7 | 6
Client relationships | 11 | 13
Investment research | 20 | 20
Operations | 40 | 34
Risk management | 6 | 6
Support | 15 | 17
Annual average | 99 | 96

The aggregate costs of the above employees, including Directors, were as follows:

| 2025 | 2024
| £’000 | £’000
Wages and salaries | 14,653 | 14,792
Social security costs | 1,923 | 2,007
Pension costs | 873 | 817
Other employment benefit costs | 1,886 | 1,788
Aggregate staff costs | 19,335 | 19,404

Other employment benefit costs include share-based payments, share option costs, and costs relating to the Record plc Share

Incentive Plan.

There are no Company staff costs.

7. Taxation – Group

Current tax is the tax currently payable based on taxable profit for the year. Current income tax assets and/or liabilities

comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods that

are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial

statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted

by the end of the reporting period.

| 2025 | 2024
| £’000 | £’000
UK current year charge | 3,238 | 3,723
Overseas taxes | (78) | 66
Prior year adjustments | (67) | 48
Current tax charge | 3,093 | 3,837
Origination and reversal of temporary differences | (1,054) | (151)
Prior year adjustment | (202) | (28)
Total deferred tax | (1,256) | (179)
Tax on profit on ordinary activities | 1,837 | 3,658

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Notes to the financial statements for the year ended 31 March 2025 continued

7. Taxation – Group continued

The total charge for the year can be reconciled to the accounting profit as follows:

| 2025 | 2024
| £’000 | £’000
Profit before taxation | 10,942 | 12,911
Taxation at the standard rate of tax in the UK of 25% (FY-24: 25%) | 2,736 | 3,228
Tax effects of: | |
Other disallowable expenses and non-taxable income | 236 | 106
Deferred tax asset not recognised on start-up entities | (734) | 199
Different tax rates on subsidiary undertakings | (131) | 104
Prior year adjustment | (270) | 21
Total tax expense | 1,837 | 3,658
The tax expense comprises: | |
Current tax expense | 3,094 | 3,837
Deferred tax credit | (1,257) | (179)
Total tax expense | 1,837 | 3,658

The standard rate of UK corporation tax for the year is 25% (FY-24: 25%). 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 tax charge for the year ended 31 March 2025 was 17% of profit before tax (FY-24: 28%). The decrease is primarily as a

result of the temporary differences for the year ended 31 March 2025 which include the impact of net deferred tax credit of

£1,416k (FY-24: net credit of £179k).

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.

| 2025 | 2024
Weighted average number of shares used in calculation of basic earnings per share | 193,200,901 | 191,509,539
Effect of potential dilutive ordinary shares – share options | 3,410,882 | 2,174,866
Weighted average number of shares used in calculation of diluted earnings per share | 196,611,783 | 193,684,405

| pence | pence
Basic earnings per share | 5.03 | 4.84
Diluted earnings per share | 4.94 | 4.78

The potential dilutive shares relate to the share options, JSOP and LTIP awards granted in respect of the Group’s Share

Scheme (see note 24). There were share options, JSOP and LTIP awards in place at the beginning of the year over 15,832,891

shares. During the year 1,043,750 share options were exercised, 570,625 JSOP awards vested and a further 1,723,740 share

options, JSOP awards and LTIP awards lapsed or were forfeited. The Group granted 1,640,000 share options during the year.

Of the 14,134,776 share options, JSOP and LTIP awards in place at the end of the period, 11,732,199 have a dilutive impact at

the year end.

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Notes to the financial statements for the year ended 31 March 2025 continued

9. Dividends

Ordinary, special and interim dividends are recognised in the financial statements when approved by shareholders.

The dividends paid by the Group during the year ended 31 March 2025 totalled £10,049,183 (5.20 pence per share), which

comprised a final dividend in respect of the year ended 31 March 2024 of £4,723,850 (2.45 pence per share), a special dividend

in respect of the year ended 31 March 2024 of £1,156,861 (0.60 pence per share) and an interim dividend for the year ended

31 March 2025 of £4,168,472 (2.15 pence per share).

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).

For the year ended 31 March 2025, a final ordinary dividend of 2 . 50 pence per share has been proposed, totalling approximately

£4.9 million.

10. Retirement benefit obligations

The Group operates defined contribution pension plans for the benefit of employees. The Group makes contributions to

independently administered plans; such contributions being recognised as an expense when they fall due. The assets of

the schemes are held separately from those of the Group in independently administered funds.

The Group is not exposed to the particular risks associated with the operation of defined benefit plans and has no legal or

constructive obligation to make any further payments to the plans other than the contributions due.

The pension cost charge disclosed in note 6 to the accounts represents contributions payable by the Group to the funds.

11. Intangible assets

The Group’s intangible assets comprise both purchased software and the capitalised costs of software development. Internal

software development costs, which represent attributable employee costs, are capitalised if they meet the IAS 38.57 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 – 5 years.

Amortisation periods and methods are reviewed annually and adjusted if appropriate.

The carrying amounts of intangible assets can be analysed as follows:

| 2025 | | 2024 |
| Software | Total | Software | Total
| £’000 | £’000 | £’000 | £’000
Cost | | | |
At 1 April | 1,021 | 1,021 | 2,320 | 2,320
Additions | 365 | 365 | 789 | 789
Impairment | — | — | (2,088) | (2,088)
At 31 March | 1,386 | 1,386 | 1,021 | 1,021
Amortisation | | | |
At 1 April | 1,010 | 1,010 | 930 | 930
Charge for the year | 18 | 18 | 232 | 232
Impairment | — | — | (152) | (152)
At 31 March | 1,028 | 1,028 | 1,010 | 1,010
Net book value | | | |
At 31 March | 358 | 358 | 11 | 11
At 1 April | 11 | 11 | 1,390 | 1,390

The annual contractual commitment for the maintenance and support of the above software is £229,197 (FY-24: £231,068).

All amortisation charges are included within administrative expenses.

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Notes to the financial statements for the year ended 31 March 2025 continued

12. Leases

The Group’s lease arrangements consist of business premises property leases. Rental contracts are typically made for

fixed periods between two to ten years and may have extension and/or modification options. Lease terms are negotiated

on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any

covenants, but leased assets cannot be used as security for borrowing purposes.

At the commencement date of a lease, a lease liability and a corresponding right-of-use (“ROU”) asset are recognised.

The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate

implicit in the lease. If that rate cannot be determined, the Group’s incremental borrowing rate is used, being the rate that the

Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment

with similar terms and conditions. As the Group has no borrowings, it has estimated the incremental borrowing rate based on

interest rate data available in the market, adjusted to reflect Record’s creditworthiness, the leased asset in question and the

terms and conditions of the lease.

Subsequently the lease liability decreases by the lease payments made, offset by interest on the liability, and may be

remeasured to reflect any reassessment of expected payments or to reflect any lease modifications.

The right-of-use asset is initially measured at the amount of the initial lease liability, adjusted for any lease incentives received,

any lease payments made at or before the commencement date, any initial direct costs, and the costs of decommissioning the

asset and any restoration work to return the asset to the condition required under the terms of the lease.

Subsequently the right-of-use asset is valued using the cost model. The asset is depreciated on a straight-line basis over the

shorter of the asset’s useful life and expected term of the lease, adjusted for any remeasurement of the lease liability, and is

shown net of the accumulated depreciation and any impairment provisions.

Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the

lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

The leases relevant to the twelve months ended 31 March 2025, and the comparative period, are as described below:

On 2 October 2024, the Group signed a ten-year lease for our new Head Office in London and, following a 12-month rent-free

period, the rent payment commitment will be £977,574 per annum. The lease has been capitalised and discounted at a rate of

5%. This lease has a 5-year break clause. Total lease payments of £4,887,870 are potentially avoidable were the Group to

exercise this break clause at the earliest opportunity.

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, which expired on 2 September 2024.

On 28 August 2024, Record plc signed the new lease agreement with a non-cancellable 15-month period for Morgan House,

a commencement date of 3 September 2024 and at an annual commitment of £160,000. The new lease has been capitalised

and discounted at a rate of 5%. At 31 March 2025, it was considered reasonably certain that the Group will exercise the break

clause, therefore the carrying amount of lease liabilities for this lease has been reduced by the amounts of payments that

will be avoided by exercising the break clause.

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

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Net book value at 1 April | 174 | 68 | 1,011 | 871
Additions | 7,383 | 7,383 | — | —
Valuation adjustment on lease modification | (19) | (19) | (559) | (559)
Depreciation | (531) | (496) | (278) | (244)
Net book value at 31 March | 7,007 | 6,936 | 174 | 68

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Notes to the financial statements for the year ended 31 March 2025 continued

Lease liabilities

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Current | 263 | 226 | 106 | 71
Non-current | 6,842 | 6,804 | 79 | —
Total lease liabilities | 7,105 | 7,030 | 185 | 71

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
At 1 April | 185 | 71 | 979 | 834
Additions | 6,963 | 6,963 | — | —
Interest expense | 184 | 180 | 33 | 27
Lease payments – principal | (217) | (173) | (288) | (253)
Lease payments – interest | (15) | (11) | (33) | (27)
Valuation adjustment on lease modification | — | — | (510) | (510)
Foreign exchange movements | 5 | — | 4 | —
At 31 March | 7,105 | 7,030 | 185 | 71

Lease payments

At 31 March, the undiscounted operating lease payments on an annual basis are as follows:

Maturity of lease liability at 31 March:

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Within 1 year | 608 | 569 | 111 | 72
1-3 years | 1,995 | 1,955 | 78 | —
After 3 years | 6,354 | 6,354 | — | —
Total lease liability before discounting | 8,957 | 8,878 | 189 | 72

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.

103

Additional informationGovernance

Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 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 - 5 years; and

• Fixtures and fittings: 4 - 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:

| | 2025 | | | | 2024 | |
| 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 | 1,050 | 233 | 2,059 | 776 | 1,023 | 231 | 2,030
Additions | 1,364 | 448 | 352 | 2,164 | — | 27 | 2 | 29
Disposals | — | — | — | — | — | — | — | —
At 31 March | 2,140 | 1,498 | 585 | 4,223 | 776 | 1,050 | 233 | 2,059
Depreciation | | | | | | | |
At 1 April | 706 | 931 | 229 | 1,866 | 677 | 752 | 224 | 1,653
Charge for the year | 81 | 117 | 12 | 210 | 29 | 179 | 5 | 213
Disposals | — | — | — | — | — | — | — | —
At 31 March | 787 | 1,048 | 241 | 2,076 | 706 | 931 | 229 | 1,866
Net book value | | | | | | | |
At 31 March | 1,353 | 450 | 344 | 2,147 | 70 | 119 | 4 | 193
At 1 April | 70 | 119 | 4 | 193 | 99 | 271 | 7 | 377

The Company’s property, plant and equipment comprise leasehold improvements, computer equipment and fixtures and

fittings. The carrying amount can be analysed as follows:

| | 2025 | | | | 2024 | |
| 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 | 116 | — | — | 116 | 116 | — | — | 116
Additions | 1,364 | 256 | 345 | 1,965 | — | — | — | —
Disposals | — | — | — | — | — | — | — | —
At 31 March | 1,480 | 256 | 345 | 2,081 | 116 | — | — | 116
Depreciation | | | | | | — | — |
At 1 April | 46 | — | — | 46 | 17 | — | — | 17
Charge for the year | 80 | 6 | 6 | 92 | 29 | — | — | 29
Disposals | — | — | — | — | — | — | — | —
At 31 March | 126 | 6 | 6 | 138 | 46 | — | — | 46
Net book value | | | | | | — | — |
At 31 March | 1,354 | 250 | 339 | 1,943 | 70 | — | — | 70
At 1 April | 70 | — | — | 70 | 99 | — | — | 99

The Group’s and Company’s tangible non-current assets are located predominantly in the UK.

104

Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

14. Investments

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Investment in subsidiaries at cost | — | 54 | — | 59
Capitalised investment in respect of share-based payments | — | 4,918 | — | 4,078
Investment in equity reserve of subsidiary | — | 3,535 | — | 1,625
Investment in funds | 2,586 | 2,576 | 3,412 | 3,544
Other investments | 1,537 | 1,537 | 1,537 | 1,537
Total direct investments | 4,123 | 12,620 | 4,949 | 10,843

Other than investment in subsidiaries and capitalised investment in respect of share-based payments, the Company also holds

an investment in the equity reserve of Record Asset Management GmbH, as well as direct investments in private funds and

share capital of start-up companies in the digital sector.

Details on the fair value measurement of investments can be found in note 26.

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.

| 2025 | 2024
| £’000 | £’000
Investment in subsidiaries (at cost) | |
Record Currency Management Limited | 10 | 10
Record Group Services Limited | 10 | 10
Record Currency Management (US) Inc. | — | —
Record Currency Management (Switzerland) GmbH | 16 | 16
Record Asset Management GmbH | 18 | 23
Total investment in subsidiaries (at cost) | 54 | 59
Capitalised investment in respect of share-based payments | |
Record Group Services Limited | 4,327 | 3,495
Record Currency Management (US) Inc. | 88 | 88
Record Currency Management (Switzerland) GmbH | 503 | 495
Total capitalised investment in respect of share-based payments | 4,918 | 4,078
Total investment in subsidiaries | 4,972 | 4,137

Particulars of subsidiary undertakings

Information about the subsidiaries held by the Group at 31 March is shown below. The companies are unlisted.

| | 2025 | 2024
| | Effective | Effective
| | Group | Group
| | ownership | ownership
Name of entity | Nature of business | (%) | (%)
Record Currency Management Limited | Currency management services (FCA, SEC and CFTC | 100 | 100
| registered) | |
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 | 41 | 100
RAM Strategies GmbH | German consultant and distribution agent | 41 | 100
RAMS Swiss AG | Swiss advisory company | 41 | —

105

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

14. Investments continued

Company continued

Particulars of subsidiary undertakings continued

During the period, a resolution for a change in the ownership structure of Record Asset Management GmbH (“RAM”) took effect

from 1 April 2024. Through a combination of issuing new ordinary shares in RAM to the RAM management team and the sale

by Record plc of 10% of its shareholding to Jan Witte, Record plc CEO, Record plc reduced its shareholding in RAM from 100%

to 41%. However, Record plc has retained the voting rights of the 10% sold to Jan Witte, and as a result retains control with

51% of the voting rights. RAM therefore continues to be consolidated as a subsidiary, and has a 59% non-controlling interest,

the effects of which have been disclosed accordingly in the statement of comprehensive income and statement of financial

position. This is a change in ownership transaction that has not resulted in a loss of control.

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 and RAM Swiss AG, which are

held indirectly through the Company’s 41% holding in Record Asset Management 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) Record Asset Management GmbH and RAM Strategies GmbH are incorporated

in Germany (registered office: Bockenheimer Anlage 46, 60322 Frankfurt am Main), and RAMS Swiss AG is incorporated in

Switzerland (registered office: Baarerstrasse 52, 6300 Zug). All other subsidiaries are incorporated in the UK and have the

registered office at Morgan House, Madeira Walk, Windsor, Berkshire SL4 1EP.

Capitalised investment in respect of share-based payments

The accounting treatment of capitalised investment in respect of share-based payments can be found in note 24.

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. Non-controlling interests

The Group initially recognises any non-controlling interest (“NCI”) in the acquiree as the NCI’s proportionate share of the

acquiree’s net assets.

The total comprehensive income of non-wholly owned subsidiaries is attributed to equity owners of the parent and to the

non-controlling interests in proportion to their relative ownership interests.

The Record Asset Management GmbH group is a 41% owned group of subsidiaries of the Company that has material

non-controlling interests. Summarised financial information in relation to the Record Asset Management GmbH group

is presented below, together with amounts attributable to NCI:

| 2025
Year ended 31 March | £’000
Revenue | 473
Cost of sales | (88)
Gross profit | 385
Administrative expenses | (1,811)
Loss on share of joint venture | (2)
Other expense | (21)
Operating loss | (1,449)
Finance income | 9
Loss before tax | (1,440)
Taxation | 826
Loss after tax allocated to NCI | (614)
Other comprehensive income allocated to NCI | 24
Total comprehensive expense allocated to NCI | (590)
Cash flows from operating activities | 70
Cash flows used in investing activities | (42)
Cash flows from financing activities | 1,166
Net cash inflows | 1,194

106

Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

| 2025
As at 31 March | £’000
Assets | 1,111
Liabilities | (1,102)
Accumulated non-controlling interests | 9

16. 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.

| | 2025 | 2024
| | Effective | Effective
| | Group | Group
| | ownership | ownership
Name of entity | Nature of business | (%) | (%)
Dair Management UK Limited (previously Dair Record Limited) | UK advisory and service company | 5 | 50.1
OWI-RAMS GmbH | German advisory company | 20.5 | 51

In April 2024, Record plc entered into an agreement to reduce the Group’s shareholding held in Dair Management UK Limited

from 50.1% to 5%. This transaction completed in June 2024. As a result, from 1 July 2024, this investment is no longer

recognised as a joint venture.

There was also a change in the OWI-RAMS GmbH shareholding agreement effective 1 August 2024, such that the previously

51% owned subsidiary is now a 50% jointly owned joint venture. OWI-RAMS GmbH is held indirectly through the Company’s

41% subsidiary holding in Record Asset Management GmbH.

OWI-RAMS GmbH is incorporated in Germany (registered office: Bockenheimer Anlage 46, 60322 Frankfurt am Main).

As at 31 March 2025, the Group holds no material joint ventures; therefore, additional summarised financial information for

the above joint ventures has not been presented.

17. Deferred taxation – Group

Deferred tax is the future tax consequences of temporary differences between the carrying amounts and tax bases of assets

and liabilities shown on the statement of financial position. The amount of deferred tax provided is based on the expected

manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against

which the asset can be utilised. The carrying amounts of the deferred tax assets are reviewed at each statement of financial

position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or

part of the asset to be recovered.

A deferred tax liability is generally recognised for all taxable temporary differences. Deferred tax arising on the initial

recognition of an asset or liability, other than a business combination, that at the time of the transaction affects neither the

accounting profit or loss nor the taxable profit or loss, is not recognised.

| 2025 | 2024
| £’000 | £’000
Opening balance deferred tax asset | 168 | 134
Current year movement | 1,053 | 151
Prior year adjustment | 203 | 28
Deferred tax in equity | (59) | (145)
Closing balance deferred tax asset | 1,365 | 168

107

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

17. Deferred taxation – Group continued

The deferred tax asset consists of the tax effect of temporary differences in respect of:

| 2025 | 2024
| £’000 | £’000
Deferred tax allowance on unvested share options and LTIP awards | 285 | 145
Deferred tax allowance on losses carried forward | 1,400 | —
Excess of taxation allowances over depreciation on fixed assets | (293) | 23
Deferred tax on unrealised gains/losses on investments | (27) | —
Total | 1,365 | 168

At the year end, there were share options and LTIP awards not exercised with an intrinsic value for tax purposes of £1,008,346

(FY-24: £629,489). 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 £4,482k (FY-24: £2,436k)

which are available to carry forward against future profits. German tax losses can be carried forward indefinitely. Based on

forecasts for the RAM Group, the tax loss will be fully utilised by 2028. A deferred tax asset has been recognised in respect of

these losses for the first time in the current year, as there is now certainty as to when these losses will start to be reversed.

Deferred tax has been calculated based on the future tax rate of 25% for UK Group entities and 31% for German Group entities

for differences from 1 April 2024. It is subject to change if tax rates change in future years.

18. Trade and other receivables

Trade and other receivables are recognised initially at transaction price 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.

| 2025 | | 2024 |
| Group | Company | Group | Company
Trade and other receivables | £’000 | £’000 | £’000 | £’000
Trade receivables | 8,885 | — | 9,149 | 610
Accrued income | 1,738 | 908 | 1,505 | —
Other receivables | 2,094 | 5,653 | 1,125 | 41
Prepayments | 1,012 | 109 | 1,243 | 60
Total | 13,729 | 6,670 | 13,022 | 711

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 2025. 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 expected credit losses (“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-24: £nil).

Accrued income relates to accrued management and performance fees earned but not yet invoiced. Other receivables for the

Company includes a £5,300,000 subsidiary dividend declared and approved, due to be paid to the Company in July 2025.

| 2025 | | 2024 |
| Group | Company | Group | Company
Current tax | £’000 | £’000 | £’000 | £’000
Corporation tax asset | 289 | 201 | — | 195

19. 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 uses forward foreign exchange contracts to reduce the risk associated with assets denominated in foreign

currencies. 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.

108

Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

| 2025 | 2024
Derivative financial assets | £’000 | £’000
Forward foreign exchange contracts held to hedge non-sterling-based assets | 26 | 19
Forward foreign exchange contracts held for trading | 58 | 44
Total | 84 | 63

| 2025 | 2024
Derivative financial liabilities | £’000 | £’000
Forward foreign exchange contracts held to hedge non-sterling-based assets | — | (9)
Total | — | (9)

Derivative financial instruments held to hedge non-sterling-based assets

At 31 March 2025, there were outstanding contracts with a principal value of £6,779,569 (31 March 2024: £7,243,998) 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 2025. 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:

| 2025 | 2024
Derivative financial instruments held to hedge non-sterling-based assets | £’000 | £’000
Net gain on forward foreign exchange contracts at fair value through profit or loss | (199) | (252)

20. 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 3 months after origination 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.

| 2025 | | 2024 |
| | | Restated |
| Group | Company | Group | Company
Assets managed as cash | £’000 | £’000 | £’000 | £’000
Money market instruments | 1,500 | — | 9,530 | —
Cash | 6,739 | 90 | 4,954 | 214
Cash equivalents | 5,059 | — | 3,001 | —
Cash and cash equivalents | 11,798 | 90 | 7,955 | 214
Total assets managed as cash | 13,298 | 90 | 17,485 | 214

| 2025 | | 2024 |
| | | Restated |
| Group | Company | Group | Company
Cash and cash equivalents | £’000 | £’000 | £’000 | £’000
Cash and cash equivalents – sterling | 10,490 | 45 | 6,621 | 196
Cash and cash equivalents – USD | 410 | 23 | 277 | 17
Cash and cash equivalents – CHF | 270 | — | 316 | —
Cash and cash equivalents – other currencies | 628 | 22 | 741 | 1
Total cash and cash equivalents | 11,798 | 90 | 7,955 | 214

1. See note 32 for details of the presentational adjustment resulting in the restatement of prior year amounts.

Details of how the Group manages credit risk are provided in note 25.

109

Additional informationGovernance

Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

21. 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.

| 2025 | | 2024 |
| Group | Company | Group | Company
Trade and other payables | £’000 | £’000 | £’000 | £’000
Trade payables | 717 | 121 | 212 | —
Amounts owed to Group undertakings | — | 11,311 | — | 7,176
Other payables | — | — | 43 | —
Other taxes and social security | 612 | — | 678 | —
Accruals | 4,410 | — | 3,997 | —
Total | 5,739 | 11,432 | 4,930 | 7,176

Accruals include £2,712,224 for the Group Bonus Scheme (FY-24: £2,385,865). The Directors consider that the carrying amount

of trade and other payables approximates to their fair value.

| 2025 | | 2024 |
| Group | Company | Group | Company
Current tax | £’000 | £’000 | £’000 | £’000
Corporation tax liability | 51 | — | 1,865 | —

22. 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.

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
Provisions | 436 | 311 | 122 | 122

The provision relates to obligations to pay for dilapidations in connection with the Group’s office leases, profit share

arrangements and other future payments with uncertainty. The main uncertainty relates to estimating the cost that will

be incurred at a known future point in time.

Movements in provisions during the period:

| 2025 | | 2024 |
| Group | Company | Group | Company
| £’000 | £’000 | £’000 | £’000
At start of period | 122 | 122 | 122 | 122
Additions | 314 | 189 | — | —
At end of period | 436 | 311 | 122 | 122

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.

110

Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

23. 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 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.

| | 2025 | | 2024
| £’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 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
Adjustment for net purchases by EBT | (1,528,583)
Record plc shares held by EBT as at 31 March 2025 | 5,171,884

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-25, the EBT acquired 500,000 shares directly from the market at a monetary value of £325,408 (FY-24: the EBT did

not acquire any shares directly from the market).

Further information regarding the Record plc share-based compensation plans and relevant transactions made during the

year is included in note 24.

24. Share-based payments

During the year ended 31 March 2025, 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, and is expensed when issued;

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.

111

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

24. Share-based payments 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 an equity 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.

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 £1,003,850 (FY-24: £1,081,804). 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 Bonus payment date for the next two 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 | 3 Jul 24 | 4 | 3 Jul 28 | 3 Jul 28 | 420,000 | 0.630996
Unapproved | 3 Jul 24 | 4 | 3 Jul 25 | 3 Jul 28 | 1,120,000 | 0.630996
Unapproved | 3 Feb 25 | 4 | 3 Feb 26 | 3 Feb 29 | 100,000 | 0.5652
Total Approved shares granted | | | | | 420,000 |
Total Unapproved shared granted | | | | | 1,220,000 |
Total shares granted during the period | | | | | 1,640,000 |

1. Under the terms of the deeds of grants, options are exercisable for twelve months following the vesting date.

All options granted are subject to the employee being in employment with the Group at the relevant vesting date and to the

extent performance conditions have been satisfied.

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Notes to the financial statements for the year ended 31 March 2025 continued

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 2025, 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 | 62.70p
Dividend yield | 11.69%
Exercise price | 62.70p
Expected volatility | 37.69%
Option life | 4 years
Risk-free interest rate (%) | 4.78%

Expected volatility is based on historical volatility.

The Group share-based payment expense in respect of the Share Scheme was £486,779 for the year ended 31 March 2025

(FY-24: £655,090).

Outstanding Share Scheme options

At 31 March 2025, the total number of ordinary shares of 0.025p outstanding under Record plc share compensation schemes

was 10,578,000 (FY-24: 11,398,039). 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 2025:

| 2025 | | 2024 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 11,398,039 | 0.65 | 10,560,207 | 0.58
Granted | 1,640,000 | 0.63 | 3,335,000 | 0.84
Exercised | (1,043,750) | 0.36 | (1,915,336) | 0.44
Forfeited/lapsed | (1,416,289) | 0.59 | (581,832) | 0.48
Outstanding at 31 March | 10,578,000 | 0.68 | 11,398,039 | 0.65
Exercisable at 31 March | 3,787,125 | 0.60 | 2,774,707 | 0.51
Weighted average share price on date of exercise | | 0.36 | | 0.78
Weighted average contractual life | | 3 years | | 3 years

Performance measures

Performance conditions attached to all options granted to Board Directors differ to those granted for all other staff. All

Executive Director option awards are subject to a performance condition and vest on each of the third, fourth and fifth

anniversaries of the date of grant subject to an earnings per share (“EPS”) hurdle linked to the annualised EPS growth for the

respective three, four and five-year periods from grant. Vesting is on a stepped basis, as shown in the table below.

| Percentage of
| shares subject
| to the award
Record’s average EPS growth | which vest
>RPI growth + 13% | 100%
>RPI growth + 10%, =<RPI growth + 13% | 75%
>RPI growth + 7%, =<RPI growth + 10% | 50%
>RPI growth + 4%, =<RPI growth + 7% | 25%
=<RPI growth + 4% | 0%

Approved and Unapproved options issued to all other staff are not subject to a Group performance measure.

Approved options issued to all other staff vest in full on the fourth anniversary of the date of grant, subject to the employee

being employed with the Group at the relevant vesting date and to the extent personal performance conditions have been

satisfied.

Unapproved options issued to all other staff vest in four equal tranches on the first, second, third and fourth anniversaries

of the date of grant, subject to the employee being employed with the Group at the relevant vesting date and to the extent

personal performance conditions have been satisfied.

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

24. Share-based payments continued

b. The Record plc Share Scheme (“Share Scheme”) continued

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 59,452 matching shares (FY-24: 41,519 matching shares) to employees. The expense charged in

respect of the SIP was £34,600 in the year ended 31 March 2025 (FY-24: £31,025).

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 £2,298 for the year ended 31 March 2025

(FY-24: £30,075).

Outstanding JSOP options

At 31 March 2025, the total number of ordinary shares outstanding under the Record plc JSOP was 8,125 (FY-24: 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 2025:

| 2025 | | 2024 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 641,250 | 0.40 | 1,274,375 | 0.40
Granted | — | — | — | —
Vested | (570,625) | 0.38 | (633,125) | 0.39
Forfeited | (62,500) | 0.51 | — | —
Outstanding at 31 March | 8,125 | 0.86 | 641,250 | 0.40

There are no Directors’ interests in the JSOP scheme. No performance measures are attached to the JSOP.

114

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Notes to the financial statements for the year ended 31 March 2025 continued

During the year, 570,625 shares over which a JSOP agreement had been granted vested. The weighted average share price at

the vesting date was £0.57.

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.

No new awards were granted under the LTIP scheme during the year (FY-24: 1,641,000). 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 Group share-based payment expense in respect of the LTIP scheme was £145,570 for the year ended 31 March 2025

(FY-24: £460,628).

Outstanding LTIP awards

At 31 March 2025, the total number of LTIP awards outstanding under Record plc share compensation schemes was 3,548,651

(FY-24: 3,793,602). 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 2025:

| 2025 | | 2024 |
| | Weighted | | Weighted
| | average | | average
| | exercise price | | exercise price
| Number | £ | Number | £
Outstanding at 1 April | 3,793,602 | 0.68 | 2,890,000 | 0.69
Granted | — | — | 1,641,000 | 0.67
Vested | — | — | — | —
Forfeited | (244,951) | 0.68 | (737,398) | 0.68
Outstanding at 31 March | 3,548,651 | 0.69 | 3,793,602 | 0.68

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 two 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.

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

24. Share-based payments continued

e. The Record plc Long-Term Incentive Plan (“LTIP”) continued

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.

The Directors’ interests in the combined share schemes are as follows:

| 31 March | 31 March
| 2025 | 2024
| Number | Number
| of shares | of shares
Record plc Group Bonus Scheme (interest in restricted share awards) | |
Jan Witte (appointed 1 January 2024) | 408,661 | 652,451
Richard Heading (appointed 1 July 2024) | — | —
Kevin Ayles (appointed 1 July 2024) | 340,907 | —
Steve Cullen (as CFO, retired 1 July 2024) | — | 46,072
Record plc Share Scheme (interest in unvested share options) | |
Jan Witte (appointed 1 January 2024) | 1,530,000 | 1,530,000
Richard Heading (appointed 1 July 2024) | — | —
Kevin Ayles (appointed 1 July 2024) | 380,000 | —
Steve Cullen (as CFO, retired 1 July 2024) | — | 86,666
Record plc LTIP Scheme (interest in unvested LTIP awards) | |
Jan Witte (appointed 1 January 2024) | 879,368 | 1,363,000
Richard Heading (appointed 1 July 2024) | — | —
Kevin Ayles (appointed 1 July 2024) | 383,112 | —
Steve Cullen (as CFO, retired 1 July 2024) | — | 510,000

25. 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 investments, trade receivables, accrued income, other receivables, money market

instruments, cash and cash equivalents and derivative financial assets. Financial liabilities comprise trade and other payables,

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 Chief Risk Officer.

The Company’s material financial instruments are investments, trade and other receivables, cash and cash equivalents, and

balances due to/from Group undertakings. Intercompany balances are measured at amortised cost 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 34.

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Notes to the financial statements for the year ended 31 March 2025 continued

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 Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations in full. The

gross carrying amount of a financial asset is written off only when the Company has no reasonable expectation of recovering

a financial asset in its entirety or a portion thereof. 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. It is therefore management’s opinion that there is no requirement to

provide for any expected credit losses.

The Group’s maximum exposure to credit risk is as follows:

| 2025 | 2024
Financial assets at 31 March | £’000 | £’000
Trade receivables | 8,885 | 9,149
Accrued income | 1,738 | 1,505
Other receivables | 1,707 | 935
Derivative financial assets | 84 | 63
Money market instruments | 1,500 | 9,530
Cash and cash equivalents | 11,798 | 7,955
Investments | 4,123 | 4,949
Total financial assets | 29,835 | 34,086

1. See note 32 for details of the presentational adjustment resulting in the restatement of prior year amounts.

2. Investments have been added to the credit risk disclosure note in accordance with IFRS 7 disclosure requirements.

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:

| | 2025 | | | | 2024 | |
| | 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 | 8,885 | 8,783 | 34 | 68 | 9,149 | 8,717 | 419 | 13
Accrued income | 1,738 | 1,738 | — | — | 1,505 | 1,505 | — | —
Total | 10,623 | 10,521 | 34 | 68 | 10,654 | 10,222 | 419 | 13
| | 99% | —% | 1% | | 96% | 4% | —%

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 151 debtors’ balances (FY-24: 125). The largest individual debtor corresponds to 21% of the

total balance (FY-24: 19%). Debtor days, based on the generally accepted calculation of debtor days, is 78 days (FY-24: 74 days).

This reflects the quarterly billing cycle used by the Group for the vast majority of its fees. As at 31 March 2025, 1% of debt was

overdue (FY-24: 4%). No debtors’ balances have been renegotiated during the year or in the prior year.

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Notes to the financial statements for the year ended 31 March 2025 continued

25. Financial risk management continued

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 10 days (FY-24: 11 days).

Contractual maturity analysis for financial liabilities

| | 2025 | | | | 2024 | |
| | 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 | 717 | 717 | — | — | 212 | 154 | — | 58
Accruals | 4,410 | 1,169 | 1,712 | 1,529 | 3,997 | 1,440 | 1,244 | 1,313
Derivative financial | | | | | | | |
liabilities | — | — | — | — | 9 | — | 9 | —
Total | 5,127 | 1,886 | 1,712 | 1,529 | 4,218 | 1,594 | 1,253 | 1,371

Lease liabilities are not included within the table above; please see note 12 for further details.

Price risk

The Group has considered price risk for investments in unquoted companies and unquoted funds, as by their nature, they

usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange. Details on the

Group’s investment portfolio can be found in note 26.

Of the Group’s total investment portfolio, 38% (FY-24: 50%) comprises investments in unquoted funds held at fair value. This

equates to 5% (FY-24: 8%) of net assets. In addition to this, 37% (FY-24: 31%) of total investments comprises investments

values using a combination of Price of Recent Investment (“PORI”), NAV and revenue multiples. This equates to 5% (FY-24: 5%)

of net assets.

Price sensitivity for these investments has been analysed below:

| Impact on investments | | Impact on net assets |
| as at 31 March | | as at 31 March |
| 2025 | 2024 | 2025 | 2024
| % | % | % | %
5% increase in valuation of investments in unquoted funds | 2 | 2 | — | —
5% decrease in valuation of investments in unquoted funds | (2) | (2) | — | —
5% increase in valuation of investments in unquoted companies | 2 | 2 | — | —
5% decrease in valuation of investments in unquoted companies | (2) | (2) | — | —

The 5% sensitivity used provides the most meaningful impact of average multiple changes across the portfolio.

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.

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Notes to the financial statements for the year ended 31 March 2025 continued

Interest rate profiles

| | | | | Restated |
| | 2025 | | | 2024 |
| | 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 | — | 8,885 | 8,885 | — | 9,149 | 9,149
Accrued income | — | 1,738 | 1,738 | — | 1,505 | 1,505
Other receivables | — | 2,094 | 2,094 | — | 935 | 935

Derivative financial assets at fair value

through profit or loss

—

84

84

—

63

63

Money market instruments | 1,500 | — | 1,500 | 9,530 | — | 9,530
Cash and cash equivalents | 11,798 | — | 11,798 | 7,955 | — | 7,955
Investments | — | 4,123 | 4,123 | — | 4,949 | 4,949
Total financial assets | 13,298 | 16,924 | 30,222 | 17,485 | 16,601 | 34,086
Financial liabilities | | | | | |
Trade payables | — | (717) | (717) | — | (212) | (212)
Accruals | — | (4,410) | (4,410) | — | (3,997) | (3,997)
Lease liability | — | (7,105) | (7,105) | — | (185) | (185)

Derivative financial liabilities at fair value

through profit or loss

—

—

—

—

(9)

(9)

Total financial liabilities | — | (12,232) | (12,232) | — | (4,403) | (4,403)

1. See note 32 for details of the presentational adjustment resulting in the restatement of prior year amounts.

2. Investments have been added to the credit risk disclosure note in accordance with IFRS 7 disclosure requirements.

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 2025, the Group invoiced the following amounts in currencies other than sterling:

| 2025 | | 2024 |
| Local | Value in | Local | Value in
| currency | reporting | currency | reporting
| value | currency | value | currency
| ’000 | £’000 | ’000 | £’000
US dollar (USD) | 29,736 | 23,140 | 28,787 | 22,841
Swiss franc (CHF) | 13,566 | 11,976 | 16,152 | 13,321
Euro (EUR) | 3,136 | 2,622 | 2,934 | 2,645
Australian dollar (AUD) | 1,878 | 950 | 6,734 | 3,592
Canadian dollar (CAD) | 121 | 67 | 296 | 177
Japanese yen (JPY) | 14,086 | 72 | 12,329 | 89

The value of revenues for the year ended 31 March 2025 that were denominated in currencies other than sterling was

£38.8 million (FY-24: £42.7 million).

Record’s policy is to reduce the risk associated with the Group’s revenues denominated in foreign currencies by using forward

fixed rate currency sales contracts, taking into account any forecast foreign currency cash flows.

The settlement of these forward foreign exchange contracts is expected to occur within the following two 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 20) is covered by the Group’s hedging process;

therefore, the Directors consider that the foreign currency risk on cash balances is not material.

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Notes to the financial statements for the year ended 31 March 2025 continued

25. Financial risk management continued

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 |
| 2025 | 2024 | 2025 | 2024
| £’000 | £’000 | £’000 | £’000
Sterling weakening by 10% against the dollar | 1,281 | 1,072 | 1,281 | 1,072
Sterling strengthening by 10% against the dollar | (1,281) | (1,072) | (1,281) | (1,072)
Sterling weakening by 10% against the Swiss franc | 910 | 992 | 910 | 992
Sterling strengthening by 10% against the Swiss franc | (910) | (992) | (910) | (992)

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 = $1.29, this would result in sterling weakening to £1 = $1.17 and sterling strengthening to £1 =

$1.43.

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 1.13, this would result in sterling weakening to £1 = CHF 1.03 and sterling strengthening

to £1 = CHF 1.26.

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 33.

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 |
| 2025 | 2024 | 2025 | 2024
| £’000 | £’000 | £’000 | £’000
Loss of largest client | 6,913 | 5,057 | 6,913 | 5,057

26. 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 two 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).

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Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

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:

| 2025 | Level 1 | Level 2 | Level 3
| £’000 | £’000 | £’000 | £’000
Financial assets at fair value through profit or loss | | | |
Investment in funds | 2,586 | 1,023 | — | 1,563
Other investments | 1,537 | — | — | 1,537
Forward foreign exchange contracts held to hedge non-sterling assets | 84 | — | 84 | —
Financial liabilities at fair value through profit or loss | | | |
Forward foreign exchange contracts held to hedge non-sterling assets | — | — | — | —
Total | 4,207 | 1,023 | 84 | 3,100

| 2024 | Level 1 | Level 2 | Level 3
| £’000 | £’000 | £’000 | £’000
Financial assets at fair value through profit or loss | | | |
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

There have been no transfers between levels in the reporting period (FY-24: none).

Basis for classification of financial instruments classified as level 1 within the fair value hierarchy

Impact bonds, listed funds and other listed investments are classified as level 1. These investments are valued using market

prices and coupon rates as applicable.

Basis for classification of financial instruments classified as level 2 within the fair value hierarchy

Forward foreign exchange contracts and options are both classified as level 2. Both of these instruments are traded on an

active market. Options are valued using an industry standard model with inputs based on observable market data whilst the

fair value of forward foreign exchange contracts may be established using interpolation of observable market data rather

than from a quoted price.

Basis for classification of financial instruments classified as level 3 within the fair value hierarchy

Direct investments in private funds and share capital of start-up companies in the digital sector have been classified as level

3. There is no observable market for these investments; therefore, fair value measurements have been derived from valuation

techniques that include inputs that are not based on observable market data. The private funds are valued at net asset value

in accordance with independent professional valuation reports or International Private Equity and Venture Capital Valuation

Guidelines where relevant. The direct investments in share capital of start-up companies are valued using a combination of

Price of Recent Investment, net asset value and industry benchmarks.

Movements in assets and liabilities classified as level 3 during the period:

| 2025 | 2024
| £’000 | £’000
At start of period | 3,988 | 2,053
Additions | 72 | 1,883
Disposals | (1,024) | (356)
Net gain or loss | 64 | 408
At end of period | 3,100 | 3,988

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.

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

26. Fair value measurement continued

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 2025 | Note | £’000 | £’000 | £’000 | £’000
Investment in funds | 14 | — | — | 2,586 | —
Other investments | 14 | — | — | 1,537 | —
Trade and other receivables (excludes prepayments) | 18 | 12,717 | — | — | —
Money market instruments | 20 | 1,500 | — | — | —
Cash and cash equivalents | 20 | 11,798 | — | — | —
Derivative financial assets at fair value through profit or loss | 19 | — | — | 84 | —
Trade payables | 21 | — | (717) | — | —
Accruals | 21 | — | (4,410) | — | —
Derivative financial liabilities at fair value through profit | | | | |
or loss | 19 | — | — | — | —
Total | | 26,015 | (5,127) | 4,207 | —

| | | Financial | Assets at | Liabilities at
| | Assets at | liabilities | fair value | fair value
| | amortised | measured at | through | through profit
Restated | | cost | amortised cost | profit or loss | or loss
At 31 March 2024 | Note | £’000 | £’000 | £’000 | £’000
Investment in funds | 14 | — | — | 3,412 | —
Other investments | 14 | — | — | 1,537 | —
Trade and other receivables (excludes prepayments) | 18 | 11,779 | — | — | —
Money market instruments | 20 | 9,530 | — | — | —
Cash and cash equivalents | 20 | 7,955 | — | — | —
Derivative financial assets at fair value through profit or loss | 19 | — | — | 63 | —
Trade payables | 21 | — | (212) | — | —
Accruals | 21 | — | (3,997) | — | —
Derivative financial liabilities at fair value through profit | | | | |
or loss | 19 | — | — | — | (9)
Total | | 29,264 | (4,209) | 5,012 | (9)

1. See note 32 for details of the presentational adjustment resulting in the restatement of prior year amounts.

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Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

27. 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.

| | 2025 | | 2024 |
| | Group | Company | Group | Company
| Note | £’000 | £’000 | £’000 | £’000
Profit after tax | | 9,105 | 13,880 | 9,253 | 6,810
Adjustments for: | | | | |
Depreciation of right-of-use assets | 12 | 531 | 496 | 278 | 244
Depreciation of property, plant and equipment | 13 | 210 | 92 | 213 | 29
Amortisation of intangible assets | 11 | 18 | — | 232 | —
Impairment of intangibles | | — | — | 1,937 | —
Share-based payments expense for the period | | 840 | — | 1,146 | —
Non-cash movements in derivatives | | (29) | — | (247) | —
Non-cash movements in investments | | (1,035) | (1,042) | (865) | 885
FX movements on cash | | 17 | 13 | 287 | 13
Leasehold modification | | 19 | 19 | 48 | 48
Loss from sale of subsidiary | | — | — | — | 210
Loss on interest in joint venture | | 4 | — | — | —
Intercompany loan write-off | | — | — | 188 | 343
Other non-cash share-based payments movements | | 1,112 | — | 302 | —
Finance income | | (446) | (1) | (394) | (9)
Finance expense | | 162 | 118 | 33 | 27
Tax expense/(credit) | 7 | 1,837 | 380 | 3,658 | (185)
Dividend income from subsidiaries | | — | (15,300) | — | (9,876)
Changes in working capital | | | | |
(Increase)/decrease in receivables | | (910) | (617) | 1,316 | 1,717
Increase/(decrease) in payables | | 750 | 3,442 | (1,081) | 1,193
Increase in provisions | | 314 | 189 | — | —
Cash generated from operations | | 12,499 | 1,669 | 16,304 | 1,449
Corporation tax (paid)/refunded | | (5,153) | 42 | (3,249) | 106
Net cash inflow from operating activities | | 7,346 | 1,711 | 13,055 | 1,555

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Financial statementsStrategic reportRecord plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

28. 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.

| 2025 | 2024
| £’000 | £’000
Amounts due to subsidiaries | 10,486 | (5,879)
Dividends received from subsidiaries | 15,300 | 9,876

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 21 and trade receivables in note 18. 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-24: £nil). No expense has been recognised during the year in respect of expected credit losses due from related parties.

Group

Transactions or balances between Group entities have been eliminated on consolidation, and in accordance with IAS 24, are not

disclosed in this note.

Key management personnel compensation

| 2025 | 2024
| £’000 | £’000
Short-term employee benefits | 9,699 | 9,532
Post-employment benefits | 431 | 399
Share-based payments | 1,212 | 1,581
Total | 11,342 | 11,512

Key management personnel dividends

Key management personnel consist of Executive Directors. The dividends paid to key management personnel in the year ended

31 March 2025 totalled £607,027 (2024: £4,518,926).

Directors’ remuneration

| 2025 | 2024
| £’000 | £’000
Emoluments (excluding pension contribution) | 2,997 | 1,829
Pension contribution (including payments made in lieu of pension contributions) | 95 | 107
Total | 3,092 | 1,936

During the year, three Directors of the Company (FY-24: two) participated in the Group Personal Pension Plan, a defined

contribution scheme. Further detail on Directors’ remuneration is provided in the Remuneration report on page 57.

29. 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.

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Record plc Annual Report 2025

Notes to the financial statements for the year ended 31 March 2025 continued

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 2025 | 4 | 1.28 | 0.89 | 5.12 | 0.43
As at 31 March 2024 | 3 | 1.32 | 0.83 | 4.86 | 0.81

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.

30. Contingent liabilities and commitments

The Group has committed to subscriptions to equity capital of $1,791,870 (FY-24: $1,791,870), of which $1,664,570

(FY-24: $1,571,820) has been called.

31. Ultimate controlling party

As at 31 March 2025, the Company had no ultimate controlling party, nor at 31 March 2024.

32. Prior period reclassification of money market instruments

During the current period, the Company revised its classification criteria for cash and cash equivalents to align with the

requirements of IAS 7. Previously, instruments were classified based on their maturity relative to 30 days from the reporting

date. Under the revised approach, only instruments with original maturities of three months or less from date of origination

are classified as cash equivalents. As a result of this reclassification, the FY-24 comparative figures for money market

instruments and cash equivalents have been restated. There has been no impact on total assets managed as cash, profit or

equity as a result of this reclassification.

The consolidated statement of financial position previously showed FY-24 cash and cash equivalents of £9,221k and money

market instruments of £8,264k. As a result of this reclassification, an amount of £1,266k previously recognised as cash

equivalents has been reclassified to money market instruments. The FY-24 comparative figures for cash and cash equivalents

have therefore been restated to £7,955k and money market instruments to £9,530k.

Accordingly, the related amounts in the statement of cash flows have also been restated to reflect this. This includes

a restatement of the FY-24 opening balances of cash and cash equivalents and money market instruments which were

previously stated as £9,948k and £4,549k respectively. This has been restated by £1,427k, and now shows the corrected FY-24

opening balances for cash and cash equivalents and money market instruments of £8,521k and £5,976k respectively.

As a result of the net impact of the above, the FY-24 purchase of money market instruments was restated by £161k from

£3,715k to £3,554k.

33. Prior period restatement of disclosure of movements in money market instruments

During the year, the Group also made a change in disclosure of purchases and disposals of money market instruments in the

| consolidated cash flow statement. In the previous year, this was disclosed on a net basis. To align with the requirements of
IAS 7, these movements have been restated to be on a gross basis. Taking into account the restatement mentioned in note 32, |

this movement would have previously been stated as a net purchase of £3,554k. The restated gross amounts are made up of

purchases totalling £5,950k and disposals totalling £2,396k (taking into account both restatements). There has been no effect on

the balance of money market instruments or net cash outflows from investing activities as a result of this change in disclosure.

34. Post-reporting date events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.

125

Additional informationGovernance

Financial statementsStrategic reportRecord plc Annual Report 2025

Five year summary

Audited

Year ended 31 March

2021

£’000

2022

£’000

2023

£’000

2024

£’000

2025

£’000

Management fees 24,878 34,083 38,298 38,695 37,246

Performance fees 81 499 5,805 5,840 3,175

Other revenue 453 570 586 843 1,194

Revenue 25,412 35,152 44,689 45,378 41,615

Cost of sales (399) (219) (37) (82) (472)

Gross profit 25,013 34,933 44,652 45,296 41,143

Operating expenses (18,934) (23,726) (29,888) (32,683) (30,845)

Other income 41 (372) (293) (15) 360

Operating profit 6,120 10,835 14,471 12,598 10,658

Net interest 33 21 127 313 284

Profit before taxation 6,153 10,856 14,598 12,911 10,942

Taxation (802) (2,225) (3,259) (3,658) (1,837)

Profit after taxation 5,351 8,631 11,339 9,253 9,105

Basic EPS (pence) 2.75 4.52 5.95 4.84 5.03

Ordinary dividend (pence) 2.30 3.60 4.50 4.60 4.65

Special dividend (pence) 0.45 0.92 0.68 0.60 —

126

Record plc Annual Report 2025

Product Reconciliations

Management fees by product reconciliation

Old presentation New presentation

Currency

Management

Asset

Management Total

Risk

Management

Absolute

Return

Private

Markets Total

FY25

Passive Hedging 11.5 — 11.5 11.5 — — 11.5

Hedging for Asset Managers 3.5 — 3.5 3.5 — — 3.5

Dynamic Hedging 13.7 — 13.7 13.7 — — 13.7

FX Alpha 1.6 — 1.6 — 1.6 — 1.6

EM Local Debt — 5.0 5.0 — — 5.0 5.0

Custom Opportunities — 1.9 1.9 — 1.9 — 1.9

Management fees 30.3 6.9 37.2 28.7 3.5 5.0 37.2

FY24

Passive Hedging 9.7 — 9.7 9.7 — — 9.7

Hedging for Asset Managers 2.9 — 2.9 2.9 — — 2.9

Dynamic Hedging 13.7 — 13.7 13.7 — — 13.7

FX Alpha 1.3 — 1.3 — 1.3 — 1.3

EM Local Debt — 4.8 4.8 — — 4.8 4.8

Custom Opportunities — 6.3 6.3 — 6.3 — 6.3

Management fees 27.6 11.1 38.7 26.3 7.6 4.8 38.7

AUM by product reconciliation

Old presentation New presentation

Currency

Management

Asset

Management Total

Risk

Management

Absolute

Return

Private

Markets Total

FY25

Passive Hedging 65.1 — 65.1 65.1 — — 65.1

Hedging for Asset Managers 14.3 — 14.3 14.3 — — 14.3

Dynamic Hedging 16.0 — 16.0 16.0 — — 16.0

FX Alpha 3.0 — 3.0 — 3.0 — 3.0

EM Local Debt — 1.0 1.0 — — 1.0 1.0

Custom Opportunities — 1.4 1.4 — 1.4 — 1.4

Cash 0.1 — 0.1 0.1 — — 0.1

AUM 98.5 2.4 100.9 95.5 4.4 1.0 100.9

FY24

Passive Hedging 66.0 — 66.0 66.0 — — 66.0

Hedging for Asset Managers 10.4 — 10.4 10.4 — — 10.4

Dynamic Hedging 16.5 — 16.5 16.5 — — 16.5

FX Alpha 4.5 — 4.5 — 4.5 — 4.5

EM Local Debt — 1.0 1.0 — — 1.0 1.0

Custom Opportunities — 3.7 3.7 — 3.7 — 3.7

Cash 0.1 — 0.1 0.1 — — 0.1

AUM 97.5 4.7 102.2 93.0 8.2 1.0 102.2

127

Additional informationGovernance Financial statementsStrategic reportRecord plc Annual Report 2025

Information for shareholders

Record plc

Record plc is a public limited company incorporated in the UK.

Registered in England and Wales

Company No. 1927640

Head office

3 Sheldon Square

Paddington

London

W2 6HY

United Kingdom

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 2025 dividend

Ex-dividend date 3 July 2025

Record date 4 July 2025

Annual General Meeting 23 July 2025

Final dividend payment date 25 July 2025

Registrar

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

Further information about the Registrar is available on

theirwebsite www.mpms.mufg.com

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.

128

Record plc Annual Report 2025

The FSC label on this Report ensures responsible use of the world’s forest resources

This Report has been printed on Munken Lynx Smooth, produced using 100% Virgin

ECF Fibres, Acid Free and compliant with ISO 9001, ISO 9706, ISO 14001

Printed by L&S Printing using vegetable-based inks and is certified carbon neutral

for scope 1&2 under the PAS 2060 standard.

Designed and produced by

www.lyonsbennett.com

Definitions

“Articles” The Articles of Association of the Company

“AUM” Assets Under Management

“Board” The Company’s Board of Directors

“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

“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

“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

“R CM L” Record Currency Management Limited

“SIP” Share Incentive Plan

“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

Record plcAnnual Report 2025

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 2025