Results for the year ended 30/06/2024

The following amendments have been made to the 'Results for the year ended 30 June 2024' announcement released on 26 September 2024 at 07:00:13 under RNS No 7127F.

The previously detailed proposed final dividend payment for 2025 of the "15 November 2025" in the "Financial Calendar for the financial year ending 30 June 2025" has been corrected to "13 November 2025".

All other details remain unchanged.

The full amended text is shown below.

Hansard Global plc

Results for the year ended 30 June 2024

Underlying profit up, dividend maintained and positioned for future growth

Hansard Global plc ("Hansard" or "the Group"), the specialist long-term savings provider, issues its full-year results for the year ended 30 June 2024 ("FY 2024").

Summary

1 Present Value of New Business Premiums

2 Subject to approval at the AGM

Thomas Morfett, Group Chief Executive Officer and Chief Financial Officer, commented:

"The 2024 financial year delivered solid profits for the group despite targeted investment for future growth, as transactional fee income increased, and the Group continued to pursue opportunities to generate investment revenue.

Although 2024 saw a continuation of the challenging trends for new business, encouragingly we saw an increase in new business over the second half of the year compared to the first half following the launch of our new portfolio bond in January.

We have delivered a key strategic initiative with the implementation of our new policy administration system. In addition, the signing of the distribution agreement with Guardian is an important initial step in the realisation of our long-term strategy associated with our Japanese investment management licence.

The board recommends maintaining the dividend in line with last year."

NEW BUSINESS

As previously announced, our new business levels were £77.8m on a Present Value of New Business Premiums ("PVNBP") basis, down 9.2% from £85.7m in FY 2023.

Despite the year-on-year reduction in new business, the level of PVNBP for the second half of the year was greater than the first half of the year, up 14.9% from £36.2m to £41.6m, reflecting increased sales of single premium business following the launch of the new portfolio bond in January. This is the first half-year on half-year increase in PVNBP since the second half of 2021. We continue to pursue opportunities to improve levels of new business.

Earlier this year we launched our new portfolio bond through Hansard Worldwide and announced the signing of a distribution agreement with Guardian Japan Kabushiki Kaisha ("Guardian") to distribute our two regulated products for the Japanese market, two initiatives that will position the Group for future growth.

TRADING RESULTS

IFRS profit before tax for the year was £5.3m, down from £5.9m in FY 2023. Excluding litigation defence costs and other non-recurring provisions, underlying profit was £8.5m compared with £7.4m in FY 2023.

Fee and commission income was £48.8m for the year (FY 2023: £45.7m) with increased transaction-based income in Hansard International and Hansard Worldwide.

Income on shareholder investments was £4.7m for the year (FY 2023: £3.5m), with a continued focus on leveraging Group cash balances to maximise returns.

Administrative and other expenses were £33.3m for the year (FY 2023: £29.0m). The Group maintained tight control over general operational overheads and expenses despite inflationary pressures, with targeted investment to generate opportunities for future growth and the commencement of depreciation following the implementation the new policy administration system.

Value in Force ("VIF") is a measure of the future profits expected to be generated from the business. It discounts future expected shareholder profits reduced for the cost of holding the capital required to support the business. VIF totaled £110.8m as at 30 June 2024 compared to £124.4m at 30 June 2023. This reduction has primarily arisen because the profits earned during the year are higher than the expected future profits on new business written during the year. We have also revised some assumptions with regards to future policyholder behaviour and expenses which have negatively impacted the VIF.

Assets under administration were £1.15bn as at 30 June 2024, up from £1.10bn at 30 June 2023.

policyholder LITIGATION

The Group continues to manage carefully its litigation exposures relating to the legacy operations. We continue to believe we have strong defences against the claims being made.

Contingent liabilities arising out of outstanding writs were £20.2m as at 30 June 2024 compared to £22.4m as at 30 June 2023.

During the year the Group successfully defended eight cases with net exposures of approximately £1.3m, five of which may be appealed by the plaintiffs. These successes continue to affirm confidence in the Group's legal arguments. Our policy is to maintain contingent liabilities even where we win cases in the court of first instance if such cases have been subsequently appealed.

OUTLOOK

Although the external environment remains challenging, we have progressed strategic and tactical initiatives. The launch of the new portfolio bond, the new Japanese proposition, and other products currently in development, present significant new opportunities for sales. We expect the recent trend of increasing PVNBP to continue as our new propositions gain momentum, noting that it takes a significant period of time for sales to generate a material change in IFRS profits given the long-term nature of our business, where profits are recognised over the life of a contract, so new sales contribute positively to profitability over a number of years.

The implementation of the new policy administration system has given the Group the platform required for expansion in the coming years and will facilitate a simpler approach to product development in future.

Following the implementation of the system, we have commenced the depreciation charges in the income statement. 2025 will be the first financial year where we will see a full year's depreciation charge, which will amount to a cost of £1.6m. Although this will reduce the published IFRS profit, the system development is no longer a cash cost to the Group.

We expect to be able to take actions in the next financial year to deliver costs savings from efficiencies arising from the new system, with the benefit to IFRS profit realised from the following financial year onwards.

The business continues to make targeted investments in new product offerings, to build on the product developments already delivered, and to ensure the Group is well positioned for the future. In financial year 2025, the Group expects to incur modest development costs, which are expected to be expensed as incurred.

Considering the above factors, we expect a short-term decline in the profitability of the Group measured using IFRS in financial year 2025, before recovering in 2026.

However, the Group has no external debt and the Group's regulatory solvency cover, a key measure used to assess dividend-paying capability, is calculated primarily on the basis of non-IFRS measures and is expected to remain strong.

We look forward to reporting further progress in due course.

DIVIDENDS

The Board has proposed a final dividend of 2.65p per share, the same level as last year.

This dividend, if approved by the shareholders at the Annual General Meeting on 13 November 2024, represents a total dividend of 4.45p (2023: 4.45p) per share in respect of the financial year. Upon approval, the dividend will be paid on 14 November 2024 to shareholders on the register on 4 October 2024. The associated ex-dividend date is 3 October 2024.

HALF-YEARLY RESULTS

The results for the half-year are expected to be published on 6 March 2025.

Chairman's Statement

Introduction

I am pleased to present the Group's annual report for the financial year ended 30 June 2024.

Whilst the external environment for new business remains challenging, we have continued to invest and position our business for the long-term and have successfully progressed key strategic and tactical initiatives during the year. These include the launch of our new portfolio bond through Hansard Worldwide in January, and the signing of the distribution agreement with Guardian Japan Kabushiki Kaisha ("Guardian") in June, two initiatives that will position the Group for future growth. In addition, the implementation of our new policy administration system was completed during March, representing the culmination of a major strategic initiative that we expect to benefit our policyholders, distribution partners, and Group performance through enhanced operational efficiency, increased scalability, and cost savings.

We have developed two new regulated products for the Japanese domestic market, available to Japan resident investors looking to access a wide range of international funds via our award-winning online platform. The Board and I remain confident in the future opportunities for the business.

Graham Sheward retired from the Board with effect from 2 August. I thank Graham for his time with the Group, during which significant progress was made with the achievement of long-standing strategic objectives, and I wish him the very best for the future. Thomas Morfett has accepted the role of Chief Executive Officer, and the Board is in advanced discussions with a strong candidate for the role of Chief Financial Officer. Christine Theodorovics stepped down from the Board on 29 February following her appointment as CEO of Baloise Luxembourg, and I would like to thank Christine for her advice and candour during her tenure.

The Company is committed to increasing diversity at board level. Supported by an independent executive search firm we are in the process of appointing two experienced female Independent Non-executive Directors to the Board. The first appointment is Noel Harwerth OBE, who was appointed to the Board on 23 September, and we expect to announce the second appointment later in the calendar year.

Financial performance

Our IFRS profit before tax for the year was £5.3m, down from £5.9m in 2023.

Fees and commissions increased by £3.1m to £48.8m for the year (2023: £45.7m), with improved transactional income in Hansard International and Hansard Worldwide.

Returns on group investments improved to £4.7m for the year (2023: £3.5m) as a result of the Group increasing its focus on cash and liquidity management.

Administrative and other expenses were £33.3m for the year, compared to £29.0m in 2023, as the Group positions itself for future growth and development.

Further detail and analysis are contained in the Business and Financial Review on pages 11 to 21.

New business

New business for the 2024 financial year was £77.8m (using the PVNBP metric), down 9.2% from £85.7m in 2023. Going forwards, our refreshed product portfolio will present new opportunities for the business to increase sales.

We are continuing to pursue further opportunities to improve new business levels as outlined in the Business and Financial Review.

Capitalisation and solvency

The Group remains well capitalised to meet the requirements of regulators, contract holders, intermediaries, and other stakeholders.

On a risk-based capital basis, total Group Free Assets in excess of the Solvency Capital Requirements of the Group were £39.4m (2023: £44.6m), a coverage of 149% (2023: 156%). We have maintained our prudent investment policy for shareholder assets, which minimises market risk and has provided a stable and resilient solvency position over many years and economic cycles.

Dividends

The Board has resolved to pay a final dividend of 2.65p per share (2023: 2.65p). In making this decision, the Board has carefully considered its current and future cash flows, the risks and potential impact of the global economic situation, the outlook for future growth and profitability and the views of key stakeholders, including shareholders and regulators.

The dividend is subject to approval at the Annual General Meeting. If approved, this will represent total dividends for the financial year of 4.45p per share (2023: 4.45p). Upon approval, the final dividend will be paid on 14 November 2024. The ex-dividend date will be 3 October 2024 and the record date will be 4 October 2024.

Looking forward

The Company's investment in new systems and products, which are focused on satisfying customer needs, delivered higher sales in the second half of the financial year ended 30 June 2024, and we expect to see a continuation of this increased demand for our products in the year to 30 June 2025. This will position the Group well for the future. While we will maintain our focus on targeted cost savings to offset the impact of inflation and increased depreciation, we expect to see a short-term decline in the Group's IFRS profit next year. The Company's solvency, however, is forecast to remain strong. Further detail is contained in the Future Prospects section on page 16.

Philip Kay

Chair

GROUP CEO REVIEW

I am delighted to present my first report as Group CEO. We have delivered stable financial results for the year despite continued economic headwinds and challenges with our target markets. We have continued to maximise returns on Group cash and have positioned the business for future growth through controlled expenditure on strategic initiatives.

In March we successfully completed the implementation of our policy administration system which we expect to deliver efficiency gains and costs savings in future.

We announced in June that Hansard International has signed a distribution agreement with Guardian in Japan. This represents an important initial step in the realisation of our long-term strategy associated with our Japanese investment management licenceand is testament to the dedication and perseverance of our staff and colleagues around the world. Guardian is led by a management team with a wealth of experience in Japan and will promote and distribute our two new Japanese-regulated products to the domestic market via our award-winning online platform. We will continue to focus on revitalising our product pipeline following the launch of our new portfolio bond through Hansard Worldwide earlier this year.

The company has maintained tight control of operational costs during the period, while targeting spending on future strategic initiatives. Cost savings are expected to be achieved from the efficiencies introduced by the new system during the upcoming financial year, although these will be partially offset by the amortisation of costs associated with the development of the system. We have been able to maintain the quantum of the dividend we pay to shareholders, whilst building the foundations for future growth in our business.

At the October 2023 International Investment awards, we received further recognition for the level of service provided to our clients and advisers with the Excellence in Client Service (Africa region) and Excellence in Fintech awards.

I would like to thank the Executive Committee and Hansard Group colleagues, who have demonstrated a high level of determination and purpose to progress and deliver on our key strategic and tactical initiatives this year. During this challenging period our employee engagement results have remained broadly consistent which is testament to our people and their resilience. Whilst we are beginning to see the fruit of our work there remains much to do, and I am committed to continuing the journey with my colleagues throughout the Group.

RESULTS FOR THE YEAR UNDER REVIEW

I draw your attention to the following items below. Additional information is contained in the Business and Financial Review on pages 11 to 21.

New business distribution

New business for the 2024 financial year was £77.8m (using the PVNBP metric), down 9.2% from £85.7m in FY 2023. Despite the year-on-year reduction in new business, more PVNBP was sold during the second half of the year than the first, up 14.9% from £36.2m to £41.6m, reflecting increased sales of single premium business following the launch of the new portfolio bond in January. This is the first half-year on half-year increase in PVNBP since the second half of 2021. We continue to pursue opportunities to improve levels of new business as outlined in the Business and Financial Review.

Operational, Business and Financial Risks

Our business model involves the acceptance of risk on a managed and controlled basis. The Group's Enterprise Risk Management ("ERM") Framework continues to provide for the identification, assessment, management, control and reporting of current and emerging risks, recognising that systems of internal control can only provide reasonable and not absolute assurance against material misstatement or loss. The Group's internal control and risk management processes have operated satisfactorily throughout the year under review, with the benefit of iterative enhancements as we continue to embed our approach and benefit from the relative maturity of the ERM Framework.

2.1 Litigation Risk

As explained more fully in the Business and Financial Review, we continue to manage complaints and litigation arising from our closed book, Hansard Europe dac, where the assets linked to contracts written before 2014 have fallen in value or become illiquid. Hansard does not and did not give investment advice and was not therefore party to the selection of policy assets, and we maintain that such claims have no merit against Hansard.

As at 30 June 2024, the Group had been served with writs with a cumulative net exposure totalling €24.3m, or £20.6m in sterling terms (30 June 2023: €26.1m / £22.4m) arising from contract holder complaints and other asset performance-related issues.

Hansard OnLine

Our award-winning technology 'Hansard OnLine' (used by independent financial advisers ("IFAs")) and 'Online Accounts' (used by clients) are key aspects of our proposition and an integral part of the Group's operating model that allows us to better service IFAs and clients, embed process efficiencies and be flexible in operational deployment.

In March 2024, Hansard OnLine and Online Accounts were successfully migrated to a new system environment, marking the culmination of a major strategic objective that enables us to build on an already award-winning, online proposition. In addition, the new platform will be central to the development and quick deployment of new products going forwards. Further information concerning Hansard OnLine is set out in the Business and Financial Review on pages 11 to 21.

Operating cash flows and dividends

The Group generates operating cash flows to fund investment in the business, new business origination and to support dividend payments.

As outlined in the Cash Flow analysis section of the Business and Financial Review, the Group generated £3.0m in overall net cash inflows before dividends (2023: outflows of £1.6m), after commission and other new business acquisition costs of £8.1m (2023: £8.5m) and the investment of £3.9m (2023: £6.6m) in IT software and equipment expenditure. Dividends of £6.1m were paid in the financial year (2023: £5.9m).

A final dividend of 2.65p per share has been proposed by the Board and will be considered at the Annual General Meeting on 13 November 2024. If approved, this will represent total dividends for the financial year of 4.45p per share (2023: 4.45p).

FINANCIAL PERFORMANCE

Results for the year

Financial performance is summarised as follows. A detailed review of performance is set out in the Business and Financial Review that follows this report.

IFRS results

IFRS profit before tax for the year was £5.3m, compared with £5.9m in 2023. After eliminating litigation and non-recurring items, as shown on page 13, the underlying IFRS profit (a non-GAAP metric) was £8.5m, up from £7.4m in 2023.

Fees and commissions were £48.8m for the year (2023: £45.7m). Fees from Hansard International and Hansard Worldwide were up £2.9m to £46.5m from 2023, reflecting an increase in activity-based fees. Income from our closed book, Hansard Europe dac, increased marginally prior year.

Returns on group investments increased to £4.7m (2023: £3.5m) as the Group took advantage of continued higher yields on bank deposits.

Administrative and other expenses were £33.3m for the year, compared to £29.0m in 2023, as we have targeted additional investment to provide capacity and capability for growth.

Origination costs to acquire new business of £16.1m is marginally down on the 2023 result (£16.2m). Origination costs incurred in the year in respect of new business decreased to £10.3m (2023: £11.5m). Net amortisation of deferred origination costs increased to £5.8m (2023: £4.7m).

Further details and analysis are contained in the Business and Financial Review on pages 11 to 21.

Capitalisation and solvency

Our key financial objective is to ensure that the Group's solvency is managed safely through the economic cycle to meet the requirements of regulators, contract holders, intermediaries, and shareholders. The Group continues to be well capitalised.

Under risk-based capital methodologies, total Group Free Assets in excess of the Solvency Capital Requirements of the Group were £39.4m (2023: £44.6m), a coverage of 149% (2023: 156%). Shareholder assets are typically held in a wide range of deposit institutions, investment grade corporate bonds, and highly rated money market liquidity funds. This prudent investment policy for shareholder assets minimises market risk and has provided a stable and resilient position over recent years.

our people

Our people remain critical to our success, and I would like to recognise and reiterate my thanks to each of my colleagues for their continued commitment, flexibility, and resilience in managing both our on-going day-to-day operations and our key strategic projects.

I have been delighted by the consistent level of engagement seen within our programme of cultural change and look forward to continuing in our goals of fostering an engaged and innovative workforce to meet our ambitions and the expectations of our stakeholders.

THE YEAR AHEAD

The global economic situation remains challenging, with residual pressures from high inflation and economic uncertainty continuing to cause hesitancy amongst our target clients and with declining interest rates expected to reduce opportunities for returns on group investments in the coming year. We will continue to target cost savings to help mitigate the impact of inflation in previous years, along with the impact of increased depreciation costs. Our investment in new products and systems has delivered higher sales in the second half of the year, and we expect to see increased demand for our products focused on satisfying customer needs, positioning us well for the future.

Thomas Morfett

Group Chief Executive Officer

OUR BUSINESS MODEL AND STRATEGY

Our Business Model and Strategy

Hansard is a specialist long-term savings provider that has been providing innovative financial solutions for international clients since 1987. We focus on helping our customers with savings and investment products in secure life assurance wrappers to meet their long-term savings and investment objectives.

We administer assets in excess of £1 billion for just under 40,000 client accounts around the world.

We believe that the following areas are fundamental for the continued success of the Group:

• Proposition enhancement, product improvement and diversification of our distribution channels to enable generation of significant flows of new business from identified target markets.
• Leveraging our policy administration system to drive business efficiency.
• Proactively managing our cash flows through the cycle to fund the appropriate balance of investment in new business and dividends.
• Managing and mitigating our exposure to business risks.
• Positioning ourselves to incorporate increasing levels of regulation into our business model.

Business Model

Hansard International is authorised by the Isle of Man Financial Services Authority and has a branch in Malaysia, authorised by the Labuan Financial Services Authority, to support business flows from Asian growth economies. The Company also has a branch in Japan to support its Japanese proposition, which is authorised by the Japanese Financial Services Agency. Through its relationship with a local insurer in the UAE, Hansard International reinsures business written in the UAE.

Hansard Worldwide underwrites international and expatriate business around the world. It is authorised by the Insurance Commission of The Bahamas.

Hansard Europe is authorised by the Central Bank of Ireland. Hansard Europe ceased accepting new business with effect from 30 June 2013.

Vision and Strategy

Our vision for the Hansard Group is:

• Improve our business: We will improve customer outcomes through the introduction of new and innovative next generation products and services to improve our competitiveness, focusing on the quality of the IFAs with whom we work and continuing to drive the engagement of our people within our business.
• Grow our business: In recent years we established a new life company in The Bahamas, and we have recently signed a distribution agreement with Guardian to access the Japanese domestic market. We will continue to seek out opportunities for additional distribution channels in other targeted jurisdictions in future.
• Future-proof our business: We actively consider new and innovative technologies, propositions, and business models. It remains critical to support the online and digital needs of our clients alongside improving organisational efficiency and scalability.

Products

The Group's products are unit-linked regular or single premium life assurance and investment contracts which offer access to a wide range of investment assets. The contracts are flexible, secure and allow life assurance cover or other features depending upon the needs of the client. The contract benefits are directly linked to the value of assets that are selected by, or on behalf of, the client. The Group does not offer investment advice. Contract holders bear the investment risk.

The Group's products do not currently include any contracts with financial options and/or guarantees regarding investment performance and hence the Group carries no investment guarantee risk that can cause capital strain.

As a result of high levels of service, the nature of the Group's products, the functionality of Hansard OnLine, and the ability of the contract holder to reposition assets within a contract, we aim to retain the contract holder relationship over the long term.

Contract holder servicing and related activities are performed by Hansard Administration Services Limited, which is authorised by the Financial Services Authority of the Isle of Man Government to act as an Insurance Manager to insurance subsidiaries of the Group.

Revenues

The main sources of income for the Group are the fees earned from the administration of insurance contracts. These fees are largely fixed in nature and amount to £43.7m (2023: £40.5m). Approximately 30% of the Group's revenues, under IFRS are based upon the value of assets under administration.

From this income we meet the overheads of the business, invest in our business, remunerate our distribution network, and pay dividends.

Managing Risk

Risk can arise from a combination of macro events and company-specific matters. In the external environment the ongoing geopolitical position and active hostilities, combined with continued economic uncertainties, cost of living pressures, accelerating technological change, climate adaptation efforts and broader societal vulnerabilities have the potential to cause significant volatility to stock markets, foreign exchange markets, interest rates and expense inflation and the capacity to impact our strategic initiatives, business plans and operating resilience. We therefore continue to maintain a robust, low risk balance sheet and remain committed to iterative development and enhancement of our enterprise risk management system and controls. We believe this prudent approach to our governance, risk management and internal arrangements remains appropriate to meet the requirements of regulators, contract holders, intermediaries, and shareholders.

Further details of our approach to risk management, and the principal risks facing the Group, are outlined in the Risk Management and Internal Control Section at pages 22 to 30.

Hansard OnLine

Hansard is a regular recipient of numerous awards that recognise our reputation for innovation, via the provision of market-leading online platforms that are used daily by thousands of IFAs ('Hansard OnLine) and their clients ('Online Accounts) around the globe. In March 2024, Hansard OnLine and Online Accounts were successfully migrated to a new system environment, marking the culmination of a major strategic objective that enables us to build on an already award-winning, online proposition. In addition, the new platform will be central to the development and quick deployment of new, future products.

Online Accounts

Thousands of existing Hansard clients access their own personal, secure online account every year. Online accounts are mobile friendly and have the capability to provide these clients with a wealth of policy information, 24/7. In addition to other functionality and benefits, clients can:

• Track the performance of their policy online, with policy valuations and contribution details at the touch of a button.
• Access their online account with our new-look mobile and tablet friendly platform, enabling access on the go, wherever they are in the world.
• Access their online account 24/7, safe in the knowledge that their details are secure and protected.
• Access a wealth of fund performance information, facilitating better informed investment decisions in the future; and
• Stay informed in a language that they understand, with Online Accounts being available in over 13 different languages.

Excellent Customer Service

We strive to provide excellent customer service to our clients and their IFAs. We have won several external awards over the years, most recently in October 2023 when we won 'Excellence in Client Service - Industry (Africa region)' and 'Excellence in Fintech' awards from International Investment. We also maintained our five-star rating for Customer Service by AKG Financial Analytics, in their 2023 review.

Cyber Security

Hansard has continued to invest in its cyber security infrastructure with the implementation of a Security Operations Centre, operating at an ISO27001 (Information Technology Security Standard) standard, to provide further enhanced surveillance of our systems and external threats.

Strategy DEVELOPMENT

Our current strategy has three main aims:

• To capitalise on near term strategic opportunities.
• To ensure the Group is well positioned to respond and adapt to regulatory change and development; and
• To consider and plan for longer term industry and technological evolution.

During the past financial year, we have progressed our two most significant near-term strategic initiatives:

• implementation of our policy administration system, and upgrading and streamlining our systems and IT infrastructure; and
• signing a distribution agreement with Guardian enabling us to bring to market our locally licensed investment products in Japan.

We continue to make progress with further development to refresh our suite of products.

Regulatory change

The Isle of Man Financial Services Authority (the Authority) has continued to focus on its programme of transformational change and commitment to driving regulatory effectiveness, maintaining a robust regulatory environment, and keeping pace with international standards. The Island's reputation as a well-regulated and internationally responsible jurisdiction remains of vital importance to its competitive positioning in the global marketplace and maintaining consumer confidence in the Island's financial services sector. The Authority's strategic priorities are also closely aligned with the Isle of Man Government's vision to build a secure, vibrant, and sustainable Manx economy.

The Authority's revised Supervisory Methodology Framework actively supports the achievement of its core regulatory objectives namely the protection of customers, reducing financial crime and maintaining confidence in the financial services sector. Supervisory emphasis remains focused on the delivery of outcomes that enhance the Island's status and reputation and a high level of compliance with international standards. Major milestones have been enacted in recent years with the implementation of new risk-based capital, conduct and governance regimes. The Authority's transition to a risk and impact-led supervisory model is testament to its continued drive for better outcomes via consistent, proactive and value-adding programmes of engagement, which deploy regulatory resources in the most appropriate and efficient way.

Throughout the reporting period the Hansard Group has continued its work to adapt to and embrace the intent and objectives of regulatory change and development, working transparently with all the Group's regulatory bodies to shape our responses and embed associated changes in strategy, policy, practice and culture.

Key performance indicators

The Group's senior management team monitors a wide range of Key Performance Indicators, both financial and non-financial, that are designed to ensure that performance against targets and expectations across significant areas of activity are monitored and variances explained.

The following is a summary of the key indicators that were monitored during the financial year under review.

New Business - The Group's internal indicator of calculating new business production, Net Issued Compensation Credit ("NICC") reflects the amount of base commission payable to intermediaries, excluding override commission. Incentive arrangements for intermediaries and the Group's Regional Sales Managers incorporate targets based on NICC (weighted where appropriate). New business levels are reported daily and monitored weekly against target levels. Net Issued Compensation Credit was £5.6m for the year, down £0.1m on 2023, reflective of lower new business levels.

Administrative Expenses (excl. litigation and non-recurring items) - The Group maintains a rigorous focus on expense levels and the value gained from such expenditure. The objective is to develop processes to restrain increases in administrative expenses to the rates of inflation assumed in the charging structure of the Group's policies. The Group's administrative and other expenses for the year (excl. litigation and non-recurring items) were £25.0m compared to £22.3m in 2023. Further detail is contained in the section on Administrative and other expenses on page 15.

Cash - Bank balances and significant movements on balances are reported monthly. The Group's cash and deposits at the balance sheet date were £65.0m (2023: £65.4m). Movements are reflective of cash earned from new and existing business, commissions and expenses paid, investments in new systems, the level of inflight transactions, and the dividends paid to shareholders.

Operational Resilience - Maintenance of continual access to data is critical to the Group's operations. This has been achieved throughout the year through a robust infrastructure. The Group is pro-active in its consideration of threats to data, data security and data integrity. Business continuity and penetration testing is carried out regularly by internal and external parties. Operational Resilience is further evidenced by ongoing remote working as a normal business practice.

Risk profile - The factors impacting on the Group's risk profile are kept under continuous review. Senior management review actual and emerging risks at least monthly. The principal risks faced by the Group are summarised in the Principal Risks section below.

Solvency - The Solvency Capital Requirement ("SCR") of the Group and its' subsidiaries is monitored frequently and reported to the Board. The SCR as at 30 June 2024 is reported in Other Information on page 143.

business AND FINANCIAL REVIEW

NEW BUSINESS PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2024

The Group continues to focus on the distribution of regular and single premium products in a range of jurisdictions around the world, achieving well diversified new business growth.

New business performance for the year is summarised in the table below:

In Present Value of New Business Premiums ("PVNBP") terms, new business for the year to 30 June 2024 was £77.8m, 9.2% down on the prior year. Despite the year-on-year reduction in new business, more PVNBP was generated during the second half of the year than the first, up 14.9% from £36.2m to £41.6m, reflecting increased sales of single premium business following the launch of the new portfolio bond in January. This is the first half-year on half-year increase in sales measured with PVNBP since H2 2021. New business PVNBP in the second half of 2023 was £42.3m.

The Annualised Premium Equivalent ("APE") measure shows a decline of 18.1% from 2023 to £10.4m.

Present Value of New Business Premiums

New business flows on the PVNBP basis for the Group are further analysed as follows:

The launch of our new single premium proposition was well received, and we saw an increase in business for this product over the second half of the year that we expect to continue in future. We expect the launch of new regular premium products through our new distribution agreement with Guardian in Japan to lead to improvements in regular premium sales in the current business year. A refresh of our regular premium product range for the wider distribution channels is also expected in the next financial year which will further support and underpin our production for the year ahead.

Activities around new business generation remain high as we work with key IFAs around both existing and new opportunities. Several new IFA relationships have already started producing business and this work will continue in the current business year to expand further our networks of distributors.

Our sales team is well positioned to drive IFA and product initiatives to increase new business in future. This includes the development and launch of new products for key target markets, updates and improvements to existing products and continuation of system developments to support our service and overall proposition.

Presentation of financial results

Our business is long term in nature. The nature of the Group's products means that new business flows have a limited immediate impact on current earnings reported under UK adopted international accounting standards ("IFRS"), as initial fees and acquisition costs from the contracts sold are mostly deferred and amortised over the life of the contract. The benefit of sales to fee income levels are felt in future financial periods, noting also that our newer products have a longer earning period than our older products.

Results for the year

The following is a summary of key items to allow readers to better understand the results for the year.

IFRS profit before tax for the year was £5.3m, compared with £5.9m in 2023. Increased fee income and higher investment returns have been offset by an increase in administration expenses.

Operating profit prior to litigation and non-recurring items was £8.5m in 2024, up from £7.4m in 2023.

Abridged consolidated income statement

The consolidated statement of comprehensive income presented under IFRS reflects the financial results of the Group's activities during the year. This income statement however, as a result of its method of presentation, incorporates a number of features that might affect an understanding of the results of the Group's underlying transactions. These relate principally to:

• Investment gains attributable to contract holder assets were £114.4m (2023: £40.6m). These assets are selected by the contract holder or an authorised intermediary, and the contract holder bears the investment risk. They are also reflected within 'Change in provisions for investment contract liabilities' and together have no net impact on IFRS profit.
• Fund management fees are collected and paid onwards by the Group to third parties having a relationship with the underlying contract. In 2024 these were £5.1m (2023: £5.2m). These are reflected on a gross basis in both income and expenses under the IFRS presentation on page 94. Deducting the £5.1m from £48.8m for fees and commissions and £33.3m for administrative and other expenses in the consolidated statement of comprehensive income results in the figures of £43.7m and £28.2m presented below.

An abridged non-GAAP consolidated income statement in relation to the Group's own activities is presented below, adjusted for the items of income and expenditure indicated above.

Fees and commissions

Fees and commissions for the year attributable to Group activities were £43.7m, 7.9% higher than the 2023 total of £40.5m.

Contract fee income totalled £30.6m for the year, up £2.5m on the 2023 comparative of £28.1m. Contract fee income includes the amortised element of up-front income deferred under IFRS and contract-servicing charges. Amortisation of deferred income in Hansard International increased to £17.4m, whilst transactional charges related to policyholder activity have increased to £13.2m compared to last year. Immediately recognised fees, including surrender charges from redemptions, decreased compared to the prior year. This was reflective of lower levels of redemptions compared to the prior year. Hansard Europe dac, which closed to new business in 2013, saw a marginal increase in contract fee income to £2.2m (2023: £2.1m) as a result of higher transactional income and fund management fees.

Fund management fees accruing to the Group and commissions receivable from third parties totalled £13.1m (2023: £12.4m). Such fees are related directly to the value of assets under administration and are affected by market movements, currency rates and valuation judgements.

A summary of fees and commissions is set out below:

Included in contract fee income is £17.4m (2023: £16.8m) representing the amortisation of fees prepaid in previous years, as can be seen in the analysis set out below:

Investment and other income

Investment income has improved to £5.9m as a result of the Group ensuring that Group investments benefited from the higher interest rates during the year, offset by lower foreign exchange profits on revaluation of net operating assets.

Origination costs

Under IFRS, new business commissions paid, together with the directly attributable incremental costs incurred on the issue of a contract, are deferred and amortised over the anticipated life of that contract to match the longer-term income streams expected to accrue from the contracts issued this year. Typical terms range between 6 years and 16 years, depending on the nature of the product. Other elements of the Group's new business costs, for example, salaries of sales staff, are expensed as incurred.

Origination costs incurred in 2024 have decreased by £1.2m to £10.3m from the prior year. Origination costs were lower in line with lower new business levels but offset by increased amortisation of prior year balances.

Amounts totaling £13.9m (2023: £13.5m) have been expensed to match contract fee income earned this year from contracts issued in previous financial years, as can be seen in the analysis below.

Summarised origination costs for the year were:

Administrative and other expenses

We continue to manage our expense base robustly to control administrative expenses while supporting our strategic developments and other new business growth activities with targeted expenditure.

An analysis of administrative and other expenses is set out in notes 8 and 9 to the consolidated financial statements under IFRS. The following summarises some of the expenses attributable to the Group's own activities, excluding the third-party fund management fees collected and paid onwards by the Group to third parties having a relationship with the underlying contract of £5.1m (2023: £5.2m).

Salaries and other employment costs have increased by £0.7m or 6.6% to £11.3m. Although average Group headcount decreased to 182 people (2023: 187 people), following the implementation of our new policy administration system we have continued to develop the platform to position our business for future growth, leading to some previously deferred salary costs being recognised as expenses as incurred, accounting for £0.6m of the increase. We also temporarily strengthened our Client Services team following migration.

Other administrative expenses saw an increase of £0.1m to £7.8m as a result of the amortisation of the new policy administration system commencing with effect from 1 March (£0.5m), offset by efficiency savings in underlying administrative expenses despite persistent inflationary pressure.

Professional fees including audit increased by £0.1m to £3.2m against the prior year. These costs include amounts totalling £0.9m paid to the Group's auditor (2023: £0.8m), £0.6m (2023: £0.5m) for administration, custody, dealing, and other charges paid under the terms of the investment processing outsourcing arrangements; recruitment costs of £0.2m (2023: £0.2m), and costs of investor relations activities of £0.2m (2023: £0.2m).

Growth investment spend increased to £2.7m and represents internal and external costs to generate strategic opportunities for further growth as we look to leverage the capability of our new policy administration system. Following the implementation of the system, smaller incremental developments are no longer deferred and are recognised as expenses as incurred. The amount also includes expenditure associated with developing and delivery of our Japanese proposition and other new products.

Litigation defence and settlement costs represent those costs (net of insurance recoveries) incurred in defending Hansard Europe against writs taken against it, as described more fully in note 26 to the consolidated financial statements. Legal costs recovered from insurers were £0.7m (2023: £0.1m). A litigation provision of £0.4m has been recognised in the year, with the total balance of the provision as at 30 June 2024 being £0.5m (2023: £0.1m).

Provision for doubtful debts relate to the provision in full of fees and other balances likely to be irrecoverable from a set of primarily Hansard Europe legacy funds which are in the process of liquidation.

Future Prospects

During 2025 the Group's strategic priority will be to build on the significant projects delivered in 2024. The launch of the new portfolio bond in January and new Japanese proposition announced in June, along with other products currently in development, present significant new opportunities for sales. The second half of financial year 2024 showed increased PVNBP compared to the first half of the year for the first time since 2021, and we expect this trend to continue as our new propositions gain momentum. It takes a significant period of time for sales to generate a material change in IFRS profits given the long-term nature of our business. Profits are recognised over the life of the contracts, so new sales contribute positively to profitability over a number of years.

The implementation of the new policy administration system was a significant milestone for Hansard and has given the Group the platform required for expansion in the coming years and will facilitate a simpler approach to product development in future. Following implementation of the system, we have commenced the depreciation charges in the income statement. 2025 will be the first financial year where we will see a full year's depreciation charge, which will amount to a cost of £1.6m. Although this will reduce the published IFRS profit, the system development is no longer a cash cost to the company, the investment already having been made. We expect to be able to take actions over the course of financial year 2025 to deliver cost savings as a result of efficiencies arising from the new system, with the impact on IFRS profit being realised mainly from financial year 2026 onwards.

The business continues to make targeted investments in new product offerings, to build on the product developments already delivered, and to ensure the Group is well positioned for the future. In financial year 2025, the Company expects to incur modest development costs, which are expected to be expensed as incurred.

In recent years the Group has benefited from higher interest rates, leading to increased return on shareholder investments; however, declining interest rates in future may reduce these returns going forward.

Considering the above factors, we expect a short-term decline in the profitability of the Group measured using IFRS in financial year 2025; however, the Group's regulatory solvency cover, a key measure used to assess dividend-paying capability, is calculated primarily on the basis of non-IFRS measures and is expected to remain strong.

Cash Flow ANALYSIS

The operational cash surplus (fees deducted from contracts and commissions received, less operational expenses paid) for the year was £10.9m (2023: £15.9m) as a result of increased operational expenditure to position the business for future growth.

Writing new business, particularly regular premium business, produces a short-term cash strain as a result of the commission and other costs incurred at the inception of a contract. Annual management charges offset this strain and produce a positive return over time.

Future increases in new business levels can be funded where necessary by the Group's significant cash resources, but over time as the level of contract holder assets is built up, the annual management charges that are earned from the Group's newer products will become sufficient to sustain new business growth and dividends.

During 2024, the Group invested £3.9m (2023: £6.6m) as part of a project to replace its policy administration system. These costs were capitalised as Intangible Assets on the Group's consolidated balance sheet as set out in note 13.

Net cash inflows before dividends were £3.0m (2023: outflows of £1.6m), benefitting largely from £2.7m lower outflows during the year as we completed the replacement of our policy administration system. The prior year also includes an outflow of £5m into a bond portfolio.

Overall Group cash and deposits have decreased from £65.4m to £65.0m as at 30 June 2024, primarily driven by lower new business as noted above.

The following non-GAAP tables summarise the Group's own cash flows in the year:

The below table reconciles the key lines for this year in the above non-GAAP cash flow to the key lines in the consolidated cash flow shown on page 97.

Group bank deposits and money market funds

The Group holds its liquid assets in highly rated money market liquidity funds and with a wide range of deposit institutions to diversify counterparty risk. Deposits totalling £17.1m (2023: £13.2m) have original maturity dates typically greater than 3 months and are therefore excluded from the definition of "cash and cash equivalents" under IFRS and are instead included within 'Deposits and money market funds' in the consolidated balance sheet. The following table summarises the total cash and deposits at the balance sheet date.

Abridged consolidated balance sheet

The consolidated balance sheet on page 96 presented under IFRS reflects the financial position of the Group at 30 June 2024. As a result of its method of presentation, the consolidated balance sheet incorporates the financial assets held to back the Group's liability to contract holders and incorporates the net liability to those contract holders of £1,150.9m (2023: £1,101.5m). Additionally, that portion of the Group's capital that is held in bank deposits is disclosed in "cash and cash equivalents" based on original maturity terms, as noted above.

Other assets include intangible assets, property, plant and equipment and other receivables. Other payables include amounts due to investment contract holders and other payables.

Deferred origination costs

The deferral of origination costs reflects that the Group will earn fees over the long-term from contracts issued in a given financial year. These costs are recoverable out of future net income from the relevant contract and are charged to the consolidated statement of comprehensive income on a straight-line basis over the life of each contract.

The movement in value over the financial year is summarised below.

Deferred income

The movement in value of deferred income over the financial year is summarised below.

CONTRACT HOLDER Assets under administration

In the following paragraphs, contract holder assets under administration ("AuA") refers to net assets held to cover financial liabilities, as analysed in note 17 to the consolidated financial statements presented under IFRS. Such assets are selected by or on behalf of contract holders to meet their investment needs.

The Group receives investment inflows to its AuA from single and regular premium contracts which are offset by withdrawals, charges, premium holidays affecting regular premium policies, and by market valuation movements.

The majority of premium contributions are designated in currencies other than sterling, reflecting the wide geographical spread of those contact holders. The currency composition of AuA at the balance sheet date is similar to the prior year, with 73% of AuA designated in US dollar (2023: 71%) and 7% in euro (2023: 8%).

The value of AuA at 30 June 2024 was £1,150.9m, 4.5% higher than 30 June 2023. Lower regular premiums and increased withdrawals were offset by higher single premiums, and market and currency movements as global stock markets rallied in the second half of the year.

The following table summarises the movements in the year:

The analysis of AuA held by each Group subsidiary to cover financial liabilities is as follows:

Assets to cover the financial liabilities of Hansard Worldwide are held by Hansard International and therefore are included within Hansard International's total AuA.

Since it closed to new business in 2013, Hansard Europe's AuA has been declining broadly in line with expectations as contracts are surrendered or mature.

DIVIDENDS

An interim dividend of 1.8p per share was paid in April 2024. This amounted to £2.5m.

The Board has resolved to recommend a final dividend of 2.65p per share (2023: 2.65p) for shareholder approval at the AGM. Subject to approval at the AGM, this dividend will be paid on 14 November 2024 and will bring the total dividends in respect of the year ended 30 June 2024 to 4.45p per share (2023: 4.45p per share).

complaints and potential litigation

Financial services institutions can be drawn into disputes in cases where the performance of assets selected directly by or on behalf of contract holders through their advisors fails to meet their expectations. This is particularly relevant in the case of more complex products distributed throughout Europe prior to 2014.

Even though the Group have never given any investment advice, as this is left to the contract holder directly or through an agent, advisor or an entity appointed at their request or preference, the Group has been subject to a number of complaints in relation to the performance of assets linked to contracts. Most of the cases have arisen in Italy, with a smaller number in Belgium and Germany.

As at 30 June 2024, the Group had been served with writs with a net cumulative exposure totalling €23.8m, or £20.2m in sterling terms (30 June 2023: €26.1m / £22.4m) arising from contract holder complaints and other asset performance-related issues. These are disclosed as contingent liabilities in note 26 to the consolidated financial statements. The decrease in contingent liabilities is primarily due to a case with a potential exposure of approximately £1.4m now being considered to be remote and thus outside the scope of a contingent liability; there has also been a reduction in the number of German cases.

During the year, the Group successfully defended eight cases with net exposures of approximately £1.3m, five of which may be appealed by the plaintiffs (2023: successfully defended fifteen cases with net exposures of £1.9m). These successes continue to affirm confidence in the Group's legal arguments.

Our policy is to maintain contingent liabilities even where we win cases in the court of first instance if such cases have been subsequently appealed. This includes our largest single case in Belgium.

We have previously noted that we expect a number of our claims to ultimately be covered by our Group insurance cover. During the year we recorded £0.7m in insurance recoveries in relation to litigation expenses (2023: £0.1m). We expect such reimbursement to continue during the course of those claims.

While it is not possible to forecast or determine the final result of such litigation, based on the pleadings and advice received from the Group's legal representatives and experience with cases previously successfully defended, we believe we have a strong chance of success in defending these claims. Other than smaller cases where, based on past experience, it is expected a settlement might be reached, the writs have therefore been treated as contingent liabilities and are disclosed in note 26 to the consolidated financial statements. Where there is an established pattern of settlement for a grouping of claims, a provision has been made for the remaining exposures and included in note 20 'Provisions', to the extent that they can be reliably estimated.

Net asset value per shaRE

The net asset value per share on an IFRS basis as at 30 June 2024 is 15.1p (2023: 15.9p) based on the net assets in the Consolidated Balance Sheet divided by the number of shares in issue, being 137,557,079 ordinary shares (2023: 137,557,079).

Risk management and internal control

The Group continues to operate a comprehensive Enterprise Risk Management Framework, reflective of the Board's focus on effective risk management as an integral element of corporate success. The ERM Framework sets out the governance arrangements, principles, guidelines, practices and standards for risk management and internal control, which cumulatively ensure that the business is robustly prepared to identify, understand, and navigate the uncertainties and risks which it may encounter, and which can either pose threats or offer opportunities. The ERM Framework ensures that all such threats and opportunities, whether actual or emerging, are identified, assessed, monitored, managed, and reported using structured, consistent, and comprehensive methodologies, which seek to embed risk management within strategic decision-making and business planning activities and continuously shape organisational values and culture. The maturity of the ERM Framework and its capacity to respond quickly to emerging risks and adapt to changes arising via the internal or external environment, ensure that risk management and internal control remain central to the Board's oversight, direction and control of the Group, compelling informed decision making and sound business practices.

Approach

Having regard to the Financial Reporting Council's 'Guidance on Risk Management, Internal Control and Related Financial and Business Reporting', the ERM Framework encompasses the policies, processes, tasks, cultural attributes, behaviours, reporting conventions, and other aspects of the Group's environment, which cumulatively:

Risk governance arrangements

• Independent evaluation of the ERM Framework to confirm that it remains adequate, effective, and proportionate to the nature, scale and complexity of the risks inherent in the business.

During the year ended 30 June 2024 the Group Risk Forum ("GRF") has continued to champion the embedding of risk ownership, ensuring responsibilities and accountabilities for risk management and risk-based decision making are transparent and proactively owned at all business levels. The value of effective, dynamic interfaces between the governance, risk management and internal control conventions of the ERM Framework and those constituting the Group and subsidiary Own Risk and Solvency Assessment ("ORSA") cycles remains a core focus for the GRF.

Governance, risk management and internal control protocols remain structured upon a 'three lines' model, which determines how specific duties and responsibilities are assigned and coordinated. First line management are responsible for identifying risks, executing effective controls, and escalating risk issues and events to the Group's Control Functions. The Group Risk and Compliance Functions (Second line) oversee and work in collaboration with the First Line, ensuring that the business is conducted in a manner consistent with rules, limits, and risk appetite constraints. The Group Internal Audit Department (Third line) provides independent assurance services to the Board and the Executive Committee on the adequacy and effectiveness of the Group's governance, risk management and internal control arrangements.

Emerging Risks

• Management oversight and the control culture.
• Risk recognition and assessment.
• Control activities and segregation of duties.
• Information and communication.
• Monitoring activities and correcting deficiencies.

In addition to existing risks the ERM conventions, which support delivery of the elements listed above, target emerging and evolving risks using both top-down and bottom-up bases. The top-down aspect involves the Board regularly analysing and evaluating the nature and extent of the risks to which the Group is or may be exposed, even where these may be difficult to assess and quantify. The bottom-up approach involves the identification, review and continuous monitoring of risk issues and emerging risks at functional and divisional levels, with analysis and formal reporting to the Group Risk Forum on a quarterly basis. This allows actions to be developed or adapted on a timely basis and enables onward analytical reporting to the Board. These arrangements ensure that the Board remains aware of potential changes in risk profile on a forward-looking basis and sensitive to the materiality of potential impacts.

Review of Risk Management and Internal Control Systems

· Formal declarations from Executive Managers, via quarterly risk and control self-assessments, that risks falling under their respective span of control are being managed and assessed appropriately and key controls are working effectively and as intended. Reporting must include progress updates on the timely and effective delivery of Management Actions to address any identified control weaknesses, in accordance with the commitments recorded in the Group Risk Management Platform. The cumulative results of cyclical risk reporting by senior and executive management via the GRF, having regard to the 'five pillar' structure of the ERM Framework, which drives analytical reporting to the Audit and Risk Committee. Independent assurance work by the Group Internal Audit Department to identify any areas for enhancements to internal controls and work with management to define associated action plans to deliver them.

The Board has determined that there were no areas for enhancement which constituted a significant weakness for the year under review and the Directors are satisfied that the Group's governance, risk management and internal control systems are operating effectively and as intended.

Financial Reporting Process

Outsourcing

The majority of investment dealing and custody processes in relation to contract holder assets are outsourced under a formal contract to Capital International Limited (CIL, https://www.capital-iom.com/), a company authorised by the Isle of Man Financial Services Authority and a member of the London Stock Exchange. The contract is managed by a dedicated Relationship Manager against a documented Service Level Agreement, which includes Key Performance Indicators. CIL is required to confirm quarterly that no material control weaknesses have been identified in their operations; this is overseen via service delivery monitoring performed by the Relationship Manager. Each year CIL are required to confirm and evidence the adequacy and effectiveness of their internal control framework through a formal Assurance Report on Internal Controls, with an external independent review performed in in 2023 and 2024.

Manx Telecom (wwww.manxtelecom.com) provides our hosting services and core internet connectivity, which supports several core infrastructure elements such as our virtual desktops and servers. Manx Telecom data centres operate to Tier 3 standard and are ISO 27001 accredited. Monthly service meetings are held with Manx Telecom with a formal annual review undertaken. Manx Telecom is an active participant in scheduled security tests and simulations.

Risks Relating to the Group's Financial and Other Exposures

Principal Risks

The following table sets out the principal inherent risks that may impact the Group's strategic objectives, profitability, capital position or resilience and provides an overview of how such risks are managed or mitigated. The Board robustly reviews and considers its principal risks on at least a quarterly basis and for the year ended 30 June 2024 has continued to consider specifically the likelihood, impacts and timescales within which such risks might crystallise, together with assessment of contingent uncertainties and any emerging risks. No emerging risks have been identified during the reporting period, which require disclosure additional to the principal risks described below.

Philip Kay

Chair

CONTENTS

Board of Directors Page 32

Directors' Report Page 34

Directors' Responsibilities Page 39

Corporate Governance Report Page 40

Report of the Audit and Risk Committee Page 69

Report of the Nominations Committee Page 73

Report of the Remuneration Committee Page 76

BOARD OF DIRECTORS

The Directors serving at the date of approval of this Annual Report and Accounts are as follows:

Philip Kay

Non-executive Chair

Chair of the Nominations Committee. Member of the Remuneration Committee.

Philip was appointed as Non-executive Chair with effect from 1 May 2022. He was previously appointed as an Independent Non-executive Director with effect from 3 March 2020. Philip has had a long career in investment banking and investment management. He is Chair of Schroder Japan Trust PLC and a fellow of Wolfson College, Oxford. He is a former Managing Director and Senior Advisor of Credit Suisse First Boston where he ran the firm's global Japanese cash equity business. He is also a former Director of Fidelity Japan Trust PLC, of Schroder Securities Limited and of Smith New Court PLC.

Thomas Morfett

Group Chief Executive Officer & Group Chief Financial Officer

Tom was appointed as Chief Financial Officer and executive Director with effect from 17 April 2023 and as Chief Executive Officer with effect from 2nd August 2024. He is a Fellow of the Institute of Chartered Accountants in England and Wales, a Fellow of the Institute and Faculty of Actuaries, and holds an MA in Mathematics from Oxford University.

Jose Ribeiro

Senior Independent Non-executive Director

Chair of the Remuneration Committee. Member of the Audit and Risk and Nominations Committees.

Jose was appointed as an Independent Non-executive Director with effect from 2 December 2019. He has over 30 years of experience in the financial services industry globally having been a board member in several jurisdictions around the world. Jose is a certified EU actuary with an MBA degree. Jose is the Chair and Independent Non-executive Director of Starr Insurance Companies, Chairman at Yurtle, an MGA and Insurtech operating in the Employee Benefit space and regulated by the FCA in the UK, and Insurance Lead and Guest Lecturer at Imperial College Business School, where he lectures in Risk Management.

Jose started his insurance career with American International Group (ALICO) in 1986 as a Life and Pensions actuary and spent the first 16 years of his career working with subsidiaries of AIG and Munich Re, performing a variety of senior roles (including CEO, Chief Actuary, Pension Fund manager, Regional Director for Employee Benefits) in Europe, the US and Latin America. Since 2002 Jose has had a variety of roles including CEO for Latin America and the Caribbean at Willis, Director for International Markets at Lloyd's of London where he was responsible for overseeing the Lloyd's trading platforms in China, Japan and Singapore, and Managing Director and Board Member for Asia-Pacific at A.M. Best (Credit Rating Agency).

David Peach

Independent Non-executive Director

Chair of the Audit and Risk Committee. Member of Remuneration and Nominations Committees.

David was appointed as an Independent Non-executive Director with effect from 31 December 2020. David is a Fellow of the Institute of Chartered Accountants in England and Wales and a Fellow of the Association of Corporate Treasurers. He has a degree in Economics from the University of Warwick. He is a Non-executive Director of IntegraLife International Ltd, IntegraLife UK Ltd, Group Risk Mutual Limited and Manx Development Corporation Limited.

Marc Polonsky

Non-executive Director

Noel Harwerth OBE

Independent Non-executive Director

Noel was appointed as Independent Non-executive Director on 23 September 2024. Noel is a highly experienced non-executive director who has sat on a number of boards in a variety of different sectors, including mining and finance industry companies and will bring with her a wealth of knowledge. She currently serves on the boards of One Savings Bank (as Senior Independent Director) and Crown Agents Bank. Prior roles include Chair of the UK Export Finance Agency (until February 2024) and member of the Boards of the UK Department of Business and Trade, Scotia Bank Europe, Standard Life, London Metals Exchange, and Bank of England RTGS/CHAPS Board. From 1998 Noel served as Chairman of Sumitomo Mitsui Bank (Europe, Middle East and Africa) from 2004 to June 2015. From 1998 to 2004, Noel was Chief Operating Officer of Citibank International PLC in London. She was responsible for infrastructure and governance of Europe's first truly pan European bank with branches in 18 countries. Noel was educated at the University of Texas in Austin and holds a Juris Doctor Degree from the University of Texas Law School. She has both US and British citizenship.

Directors' Report

Financial statements

Hansard Global plc is the holding company of the Group and has a Premium Listing on the London Stock Exchange. The Company is a limited liability company incorporated and domiciled in the Isle of Man.

Activities

Principal operating subsidiaries

The following companies are wholly owned subsidiaries of the Company and represent its principal operating subsidiaries at the balance sheet date and at the date of this report. All companies are incorporated in the Isle of Man with the exception of Hansard Europe and Hansard Worldwide. Hansard Europe is incorporated in the Republic of Ireland. Hansard Europe was closed to new business with effect from 30 June 2013. Hansard Worldwide is incorporated in The Bahamas.

* Hansard International Limited has two overseas branches in Labuan and Japan.

** Hansard Administration Services Limited has a branch in Ireland.

Results and dividends

The results of trading of the Group for the year under IFRS are set out in the consolidated statement of comprehensive income on page 94. The consolidated financial statements have been prepared under IFRS. The financial statements of the parent company have been prepared under UK Generally Accepted Accounting Practice ("UK GAAP"), comprising Financial Reporting Standard 102.

Results under IFRS

Profit before tax for the year was £5.3m, compared with a profit for the prior year of £5.9m.

Dividends totalling £6.1m were paid during the year (2023: £5.9m).

Proposed final dividend

The Board has resolved to pay a final dividend of 2.65p per share on 15 November 2024, subject to approval at the Annual General Meeting ("AGM"), to shareholders on the register on 13 November 2024 (with the ex-dividend date being 3 October 2024). If approved, this would bring the total dividends in respect of the year ended 30 June 2024 to 4.45p per share (2023: 4.45p per share).

In making this decision, the Board has carefully considered its current and future cash flows, the risks and potential impacts introduced by the on-going geopolitical position, global economic conditions, the outlook for future growth and profitability and the views of key stakeholders, including shareholders and regulators.

Business review and future developments

A full review of the Group's activities during the year, recent events and future developments is contained in the Chair's Statement on pages 1 and 2, the Chief Executive Officer's Review on pages 3 to 5, and the Business and Financial Review on pages 11 to 21.

Risk management and internal controls

Corporate governance and corporate social responsibility

The Corporate Governance Report on pages 40 to 68 provides full details on the efforts made by the Group in the areas of corporate governance and corporate social responsibility within the business, including the information required under Rule 7.2.6 of the FCA's Disclosure Guidance and Transparency Rules and is incorporated into the Directors' Report by reference.

Audit and Risk committee

The Audit and Risk Committee Report on pages 69 to 72 outline how the integrity of the financial reporting and audit process is overseen and the maintenance of sound internal controls and risk management systems.

Directors' remuneration

Details of Directors' remuneration for the year can be found in the Report of the Remuneration Committee on pages 76 to 82.

Directors

Details of Board members at the date of this report, together with their biographical details, are set out on pages 32 to 33. Except where otherwise noted, all Board members served throughout the financial year and to the date of this report. Dr Leonard Polonsky maintains the honorary title of President to reflect his role having founded the Group in 1970.

In accordance with the Articles of Association all the Directors will retire at the AGM and, where applicable and eligible, shall seek election or re-election.

Share capital

At 30 June 2024 the Company's issued share capital comprised 137,557,079 ordinary shares of 50 pence each. As at 30 June 2024 the total voting rights of the Company were 137,557,079. There have been no changes to the issued share capital and total voting rights during the period from 30 June 2024 until the date of this report.

Further details of the issued share capital together with details of authorised share capital and movements during the year are included in note 22 to the consolidated financial statements. The Company has one class of share in issue, ordinary shares of 50 pence each, all of which are fully paid.

Substantial shareholdings

At 30 June 2024 the Company had been notified of the following holdings in its share capital.

* Including holdings of spouse

Employee Benefit Trust

During the year, net share awards totalling 463,823 shares were granted to Directors and Executive Committee members, with the awards vesting after 3 years, subject to the rules of the Deferred Bonus Plan. 700,000 shares were purchased during the year and transferred into the EBT, to give a total of 1,257,000 shares held as at 30 June 2024.

Share incentive schemes

Save As You Earn programme

At the balance sheet date there were no options outstanding (2023: 29,031 options), details of which can be found in the Report of the Remuneration Committee.

Research and development

Information about securities carrying voting rights

• the Company's capital structure and voting rights are summarised on page 35.
• details of the Company's substantial shareholders are set out on page 35.
• the appointment and replacement of Directors is governed by the Company's Articles of Association. The Articles of Association provide that the Directors may be appointed by ordinary resolution of the shareholders or by the Board. The Company must have not less than two, and not more than 12 Directors. Where Directors are appointed by the Board, they may only hold office until the next AGM of the Company where they will be eligible for election. Each Director must then retire from office at each AGM. The Company may remove a Director by ordinary resolution.

Powers of Directors

Directors' interests

Directors' interests in shares in the Company and in options granted under the Save As You Earn programme are disclosed in the Report of the Remuneration Committee on pages 76 to 82 together with details of their contractual arrangements with the Group.

Controlling Shareholder

Dr Leonard Polonsky is the controlling shareholder of the Group. To ensure compliance with independence provisions set out in Listing Rule 6.5.4 a summary of the most recent written and legally binding agreement, dated 22 September 2014, governing his relationship with the Group (the "Agreement") is set out in the Report of the Remuneration Committee on pages 76 to 82.

There were no significant transactions between the Group and Dr Polonsky during the year.

In accordance with Listing Rule 9.8.4 R (14), since entering into the Agreement, the Company has fully complied with the independence provisions included within this Agreement, and, so far as the Company is aware, the controlling shareholder and its associates have also complied with the independence and procurement provisions set out in Listing Rule 6.5.4 during the period under review.

Company Secretary

The Company Secretary at 30 June 2024 was Hazel Stewart.

Annual General Meeting (AGM)

The AGM of the Company will be held on 13 November 2024 at the Company's registered office.

A copy of the notice of the AGM will be available to shareholders on www.hansard.com together with this Annual Report and Accounts. As well as the business normally conducted at such a meeting, shareholders will be asked to elect or re-elect all Directors. The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole and will be voting in favour of them. The Board undertakes to apply the Listing Rules in relation to the re-appointment of the Independent Non-executive Directors. This requires that re-election is by majority of votes cast by independent shareholders as well as by majority of all shareholders.

The Company further confirms that, as required by the Listing Rules, it has an agreement in place with Dr Polonsky as the controlling shareholder and that the Company has complied with the requirements of the agreement throughout the year to 30 June 2024.

Political donations

The Group did not make any political donations during the year (2023: £nil).

Adequacy of the information supplied to the auditor

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as each is aware, there is no relevant audit information of which the Company's auditor is unaware, and each Director has taken all steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

The Company's auditor, KPMG Audit LLC ("KPMG"), has indicated its willingness to continue in office. The Audit and Risk Committee has recommended that KPMG be reappointed as the Company's auditor. Accordingly, a resolution to reappoint KPMG as auditor to the Company, and to authorise the Directors to determine its remuneration, will be proposed at the 2024 AGM.

Going concern

In making this statement, the Directors have considered the impact on the business of the ongoing geopolitical position and global economic conditions. They have reviewed financial forecasts that include plausible downside scenarios such as reduced levels of new business and higher expenses arising from increased inflation. These show the Group continuing to generate profit over at least the required 12 months from the date of approval of the financial statements and that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due.

The Directors expect that the acquisition of new business will continue to be challenging in the current climate. The impact of this however is not immediate to the Group's profit and cash flows and therefore allows for longer term adjustments to operations and the cost base. Long periods of lower new business or lower AuA would be addressed by reducing the cost base and, where necessary, the dividend paid.

• The Group has no borrowings.

Post balance sheet events

Longer-term viability statement

In accordance with provision 31 of the UK Corporate Governance Code and Listing Rule 9.8.6, the Directors have assessed the prospects of the Group over a five-year period and have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of assessment.

The assessment also considered simultaneous multiple adverse impacts that could plausibly occur. This included a 50% reduction to new business, a 25% reduction in AuA due to market declines and a 15% strengthening of sterling all arising at the same time. While these stresses produce lower levels of profit, cash, and dividends, none of them produce an immediate risk to the viability of the business. This allows therefore for compensatory management actions to be taken to secure longer-term viability through for example expense and dividend reductions.

• select suitable accounting policies and then apply them consistently.
• make judgements and estimates that are reasonable, relevant, and reliable.

By Order of the Board

Hazel Stewart

Company Secretary

Corporate Governance Report

Compliance with Companies Acts

Compliance with the UK Corporate Governance Code 2018 ("the Code")

The Board believes high standards of corporate governance are integral to the delivery of the Group strategy and so the Board maintains a strong commitment to achieving the highest standards of corporate governance. During the year under review, the Group applied the principles and provisions of the UK Corporate Governance Code 2018 ("the Code"). A copy of the Code is available on the Financial Reporting Council website at www.frc.org.uk.

There are no disclosures to be made under Listing Rule 9.8.4.

Other statutory disclosures

Details on how we have applied the provisions and principles of the Code to our activities throughout the financial year and to the date of this report are set out in this Corporate Governance Report and in the following reports: the Directors' Report on pages 33 to 38, the Report of the Remuneration Committee on pages 76 to 82, the Report of the Nominations Committee on pages 73 to 75 and/or in the Report of the Audit and Risk Committee on pages 69 to 72.

For the year ended 30 June 2024, the Board considers that it has complied in full with the provisions of the Code, other than in respect of provision 36 as further outlined in the Remuneration Report, and provision 11 following the resignation of Christine Theodorovics on 29 February as less than half of the board, excluding the chair, were Independent Non-executive Directors.

Stakeholders

As the Company is listed on the Main Market of the London Stock Exchange, it reports on its compliance with the UK Corporate Governance Code on a comply or explain basis. Provision 5 of the UK Corporate Governance Code recommends that the Company report on how the interests of its key stakeholders were considered in board discussions and decision-making, including those matters outlined in Section 172 of the UK Companies Act 2006 (the "UK Act"). While the Company is not domiciled in the United Kingdom, we have chosen to voluntarily report in accordance with Section 172 of the UK Act to demonstrate our commitment to best practice governance and thorough application of the UK Corporate Governance Code.

Section 172: Promoting the success of the Company

The Directors recognise that their overarching duty, both individually and collectively, is to act in good faith and in a manner most likely to promote the success of the Company, as defined in Section 172 of the UK Act, for the benefit of shareholders as a whole, taking into account, among other things:

The desirability of the Company maintaining a reputation for high standards of business conduct The Company has four core values that are the foundation of the Company's culture: Integrity, Respect, Quality, and Innovation. These values ensure that the Company maintains a reputation for high standards in all areas of the business it conducts.

Shareholders

Employees

Why we engage We understand the importance of engaging with our employees and recognise that the Company culture and our overall remuneration and benefits package can have significant effect on employees. Communication therefore continues to be a key part of our Culture programme. We want our employees to have a voice, feel appreciated for their contribution and to understand their roles within the Company. It's important that our employees are made aware of key business updates and that they can provide feedback on what's important to them. We work hard to meet our employees' needs and to maintain strong relationships that foster a positive workplace culture.

Regulators

Distribution Partners

Service Providers

Communities

Why we engage We appreciate that we have a responsibility to support our local communities.

How we engage As noted in Corporate Social Responsibility, we encourage our employees to support local causes. We provide funding for a wide range of initiatives via the Green Team, and we provide our employees with dedicated time allowing them to participate in community engagement activities. We partner with local organisations directly where appropriate.

Compliance with the Market Abuse Regulation

Role of the Board of Directors and its principal Committees

It achieves these goals by making decisions relating to key areas for the business, by overseeing the activities of the executive team, and by delegating certain matters for resolution through the principal Board Committees, namely the Audit and Risk Committee, the Executive Committee, the Remuneration Committee and the Nominations Committee.

The primary responsibilities of the Board include, but are not limited to:

• formulation of medium- and long-term direction and strategy for the Group.
• establishment of capital structure and dividend policy.
• ensuring the Group's operations are well managed and proper succession plans are in place.
• review of major transactions or initiatives proposed by management.
• implementation of policy and procedures to support the governance framework of the Group.
• regular review of the results and operations of the Group.
• regular evaluation of Board performance.
• oversight of the Group's ERM Framework; and
• decisions regarding the Group's policy on political donations.

Board composition and key roles

At the date of this report the Board comprises the Non-executive Chair, two Independent Non-executive Directors, one Non-executive Director and the Group Chief Executive Officer (who is also the Group Chief Financial Officer).

The Board supports greater transparency regarding the election and re-election of Independent Non-executive Directors. In compliance with the Listing Rules, the Company operates a dual voting structure for any resolutions on the election and re-election of the Independent Non-executive Directors. The results from the AGM votes on any such resolutions, together with other information normally circulated following the conclusion of the meeting, will be disclosed through the Regulatory Information Services following the conclusion of the Meeting. In the event that the majority of independent shareholders are shown to have voted against these resolutions, a further vote will be called after 90 days.

Chair

Philip Kay was appointed the Company's Non-executive Chair with effect from 1 May 2022., As required by the Code, Philip was considered independent upon appointment. The Chair leads the Board within a solid governance framework and ensures that the Board provides effective leadership for the Group including strategy and direction.

Group Chief Executive Officer

Graham Sheward was appointed the Group Chief Executive Officer with effect from 10 May 2021 until 1 August 2024, and was succeeded by Thomas Morfett. As Chief Executive Officer, Thomas leads the senior executive team in the day-to-day running of the Group's business, including execution of the Group's business plans and objectives and communicating its decisions and recommendations to the Board.

Group Chief Financial Officer

Thomas Morfett was appointed the Chief Financial Officer with effect from 17 April 2023. As Chief Financial Officer, he is responsible for the Group's Finance, Actuarial and Investments functions, and is as a key member of the Chief Executive Officer's Executive Committee.

Senior Independent Director

Jose Ribeiro is the Company's Senior Independent Director. The Senior Independent Director provides a sounding board for the Chair and serves as an intermediary for the other Directors. He is also available to shareholders should they have any concerns that they are unable to resolve through other channels, or when such channels would be inappropriate.

Non-executive Directors

Jose Ribeiro, David Peach and Noel Harwerth are considered by the Board to be Independent Non-executive Directors in accordance with the Code definition. Philip Kay, as Non-executive Chair, was considered independent on appointment. Marc Polonsky, a Non-executive Director, is not considered to be independent for the purposes of the Code due to close family ties with Dr Leonard Polonsky and representing the Polonsky family shareholding.

Board independence

The Committee was satisfied that, based on their performance during their time on the Board, Jose Ribeiro, David Peach, and Christine Theodorovics (until 29 February 2024) were, and in respect of Jose Ribeiro and David Peach, remain independent.

Philip Kay, as Chair, was considered independent upon appointment.

Board meeting attendance

*Resigned with effect from 29 February 2024

The Chair of the relevant Board or Committee invited other Non-executive Directors to attend meetings of which they were not a member whenever considered appropriate. The CEO/CFO have standing invitations to Audit and Risk Committee meetings and Marc Polonsky attended or partially attended 4 Audit and Risk Committee Meetings, 4 Nominations Committee Meetings and 4 Remuneration Committee meetings.

Board committees

• Audit and Risk Committee - Chair: David Peach. Members: Jose Ribeiro, Noel Harwerth.
• Executive Committee - Chair: Thomas Morfett.
• Nominations Committee - Chair: Philip Kay. Members: David Peach, Jose Ribeiro, Noel Harwerth.
• Remuneration Committee - Chair: Jose Ribeiro. Members: David Peach, Philip Kay, Noel Harwerth.

The Executive Committee is chaired by the Group Chief Executive Officer and currently meets fortnightly. The Executive Committee has responsibility for the day-to-day management of the Group, and other items as delegated from time-to-time by the Board. In addition to Thomas Morfett, the Executive Committee is currently comprised of Ollie Byrne (Commercial Director), Karen Corran (Head of People and Culture), Angela McCraith (Chief Risk Officer), Alan Canny (replacing Ailish Sherlin from 14 June 2024) (Chief Actuary), Hazel Stewart (Company Secretary), Keith Brown (Head of Sales) and John Whitehouse (Chief Operating Officer).

Board processes

Board performance review and effectiveness

The responses to the performance review of the Board and the Committees were collated and analysed by the Chair and the Senior Independent Director. The results indicated that the Board continues to work well and there were no significant concerns among the Directors about the Board's effectiveness. Additional focus will be given to succession planning and initiatives such as diversity and ESG.

As part of the Chair's performance review the Independent Non-executive Directors meet separately under the leadership of the Senior Independent Director who, in turn, engages in reviews with the Chair.

Remuneration of Directors

The principles and details of Directors' remuneration, as well as the composition and activities of the Remuneration Committee, are contained in the Report of the Remuneration Committee on pages 76 to 82.

Insurance

Board support

Risk management and internal controls

Individual managers have primary responsibility for ensuring compliance with Group policies, principles, and compliance obligations within their respective span of control. This includes the identification, evaluation, monitoring, management, and reporting of risks within their areas of responsibility. The substance and form of risk management activities and the quality of their application are regularly reviewed by the Group Risk Forum and objectively analysed and evaluated by the Group's Internal Audit function, with oversight by and reporting to the Audit and Risk Committee, which is ultimately responsible for reporting on the same to the Board.

The Board, through the Audit and Risk Committee, has reviewed the effectiveness of the Company's risk management and internal control systems including financial, operational and compliance controls.

The Board has further undertaken a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency, or liquidity, in accordance with provision 28 of the UK Corporate Governance Code. Additional information on the principal risks and uncertainties faced by the Group, together with steps taken to manage them, can be found within the Principal Risk Report on pages 25 to 30.

Whistleblowing arrangements

The Group has an established Whistleblowing Policy, which is accessible to all employees, with new starters introduced to the Policy and its objectives during induction training. The Policy is designed to ensure the principles of, responsibilities for, and the approach to effective management of whistleblowing are clearly explained and that staff feel empowered and supported to raise concerns, in confidence, where they have a reasonable belief of actual or potential wrongdoing. The Policy recognises that for some individuals raising a concern under the Group's Whistleblowing arrangements may be a daunting or difficult experience and so provides for such concerns to be raised anonymously and/or outside the Management reporting line if preferable, providing for direct access to the Chief Risk Officer or the Chair of the Audit and Risk Committee.

Financial reporting process

The Group maintains a process to assist the Board in understanding the risks to the Group failing to meet its objectives. This incorporates a system of planning and sensitivity analysis incorporating Board approval of forecast financial and other information. Operational management reports monthly to the Executive Committee and Group Risk Forum on a wide range of key performance indicators and other significant matters. The Board receives regular representations from the senior executives. Performance against targets is reported to the Board quarterly through a review of the Group's and Company's results based on accounting policies that are applied consistently throughout the Group. Draft management financial statements are prepared quarterly by the CFO.

Financial reporting

The statement on the responsibilities of the Directors in relation to the preparation of the accounts and the Directors' evaluation of the business as a going concern is contained in the Directors' Report on pages 34 to 38.

Culture

The Board believes that strong corporate governance underpinned by a sound culture is fundamental to the success of the Group. It has sought to create an empowering culture, which values innovation, quality, integrity, and respect. The Board helps to ensure appropriate behaviours and culture are instilled throughout the Group, with the tone and expectations continuing to be set from the top. In its decision making, the Board aims to reinforce the Group's values and reflect the culture it wishes to foster.

Our Culture Programme continues with an agenda which aligns and supports the delivery of our corporate objectives with areas that are important to our people. We regularly measure employee engagement via an anonymous inhouse survey. The results of which are then discussed in open workshops to understand the key areas which are impacting employee experience which then help share our people initiatives.

As previously reported, our Culture Programme has three core pillars of focus, those being

• High Performance Culture
• Learning Culture
• Environment and Wellbeing

We have continued with our commitment to supporting development opportunities for our people, via learning events, professional qualifications, internal promotion, and secondment opportunities. Learning events focussed on high performing teams, resilience and the importance of trust have featured in our learning culture initiatives this year in addition to workshops to further support our population of people managers.

Our Wellbeing team continue to play a vital role in terms of providing support and initiatives to our people around three key areas, Mental, Physical and Financial Wellbeing. Our Employee Assistance Programme provides additional support to our people and their families and friends through various life events. Through a range of Group schemes, which underpin the Mental, Physical and Financial pillars, we stand by our commitment to support the health and wellbeing of our people.

We have a very active Sports and Social team who arrange a wide mix of activities and social events, bringing our people together outside of the workplace.

People and gender reporting

We recognise our people are key to our success in delivering the strategic objectives of the business. Our core values of Innovation, Quality, Integrity, and Respect were defined by our people and underpin our working environment and practices. We believe all our people can make a difference and we continually work to ensure that they are appropriately developed, engaged, rewarded and retained. The Culture Programme is designed to further enhance the employee experience.

The Group's principal administrative operations are performed in the Isle of Man on behalf of the wider Group. Management of Hansard Europe with certain support functions located in the Republic of Ireland. Employees of our Malaysian and Japanese branches are included in "Other" below. Regional Sales Managers and related market development resources are principally based in local markets to support IFAs and other intermediaries that introduce business to the Group.

The gender profile of the Group at 30 June 2024 is split with a total of 86 male and 91 female employees (2023: 94 male and 91 female). Within the Executive Committee, there were 5 male executives and 3 female executives. Employees reporting directly to members of the Executive Committee comprised 14 male employees and 16 female employees. As at 30 June 2024 the Board comprised 6 male Directors and no female Directors, and the board of the Company's principal operating subsidiary, Hansard International Limited, comprised 6 male Directors and one female Director.

Dr Christine Theodorovics, who was appointed as an Independent Non-executive Director with effect from 23 January 2023, resigned from the Board with effect from 29 February 2024. She had been appointed as CEO of Baloise Luxembourg in the previous year and decided to step down from the Board to focus on this commitment. Noel Harwerth OBE has been appointed as a replacement. The gender profile across the Group is evenly balanced, with a number of senior executive positions being held by female employees, including Chief Risk Officer, General Counsel and Company Secretary, and Head of People and Culture. Although the current composition of the Board is not in compliance with the Listing Rules requirements on diversity and inclusion, the intention is to appoint a further female Independent Non-executive Director later in the financial year. Following the changes in our leadership team, the primary focus will be on ensuring stability and continuity in our operations; thereafter, the Company will be able to take further steps in relation to compliance with these Listing Rules requirements.

Corporate Social Responsibility

Hansard has a long-standing commitment to operating in accordance with principles and policies which seek to deliver positives impacts, wherever possible, through its Corporate Social Responsibility (CSR) programs and initiatives. These encompass environmental. social and governance (ESG) perspectives and continue to evolve as the Board anticipates future developments driven by a broader perspective of sustainability.

For the year ended 30 June 2024 our focus has remained on the creation of value for our stakeholders over the long term whilst making a positive impact on the world. To support our continuing efforts and future focus a Group Sustainability Officer was appointed during April 2024 to review our approaches and internal practices in respect of all components of ESG and to progress a review of our pre-existing CSR Strategy, building on the progress we have made to date, to deliver a holistic view of our forward-looking ambitions. This will help to drive continued refinement of our sustainability goals and the associated governance, risk management and internal control arrangements.

In line with these developments our 'Green Team' has continued to promote and actively contribute to ESG-related initiatives throughout the reporting period, with colleagues from across the Group dedicating more than 500 hours of their time to internal and external events, either giving up their own time or utilising Company approved time for volunteering and supporting activities including:

• Sponsorship of the 2023 'LoveTech' summer event, which aims to encourage girls to enter into STEM careers.
• Introduction of plastics, cans, and glass recycling bins within our offices to expand our existing recycling activities.
• Partnering with the Manx Wildlife Trust (MWT), to actively support a number of initiatives, including:
• Primary donation to Hospice Isle of Man to help fund a solar array to aid with their sustainability transition and reduction in operating costs.
• Participation in a volunteering day at The Children's Centre, helping with the construction of a Roundhouse and pathway to the Roundhouse.
• Sponsorship of the annual Shennaghys Jiu Festival, which provides a unique and inclusive platform for the Island's gifted young musicians and dancers and the opportunity for developing local talent to flourish. The Festival also helps to build unique and collaborative relations with talented young people of our Celtic Nation neighbours, extending the Island's cultural reach and reputation beyond our own shores.
• Volunteering by employees around the business with Junior Achievement Isle of Man, visiting local primary and secondary schools and helping with the delivery of their programmes.
• Donating to Junior Achievement Isle of Man to support the 'It's All About Money' Programme.
• Gifting desk plants to employees, promoting the benefits of plants and bringing nature into the office.
• Sponsorship of tables at a number of local events supporting various charities, including Manx Mencap and Cruse Bereavement Support, Isle of Man.

Concurrently the 'Wellbeing Team' has continued its valuable work, with a dedicated Executive Committee member and a clear mandate that recognises the vital role a positive culture and physical environment, which encourages healthy lifestyle choices, plays in the long-term sustainability of Hansard. The Wellbeing Team strives to promote and support the physical, financial, and mental wellbeing of all staff members across the Group through the Workplace Wellbeing Plan (WWP) and associated initiatives.

Initiatives run by the Wellbeing team, to support employees throughout the year and their endeavours to create a supportive and successful working environment, have included: -

• Facilitation of a Resilience Code Workshop and 28-day Habit Formation challenge for Isle of Man based employees.
• Supporting Mental Health Awareness week through:
• Ice bath session held with InnerAlchemy to promote the benefits of the Wim Hof Method and cold-water swimming.
• Collaboration with the Green Team in respect of the Summer Food Bank donation.
• Attendance at the 'Sound Sanctuary' session held at the Santander Work Café.

Climate-Related Financial Disclosures

During the year ended 30 June 2024 we have continued to invest in initiatives supporting the development and expansion of our climate-related financial disclosures. This section explains the Group's ongoing activities to embed climate-related risks and opportunities into our risk management, strategic planning, and decision-making processes.

Our reporting seeks to provide both investors and wider stakeholder groups with a clear understanding of our progress during the reporting period in identifying, understanding, and disclosing our exposures to climate related risks and strengthening strategic resilience to these exposures, whilst also seeking out opportunities in the mid to longer term.

Whilst we have continued to focus our efforts on climate-related disclosures, we are increasingly conscious of the benefits and value inherent within holistic sustainability perspectives and reporting practices, and the importance of an integrated strategy to achieve our overall goals and ambitions. Aligning our strategic and tactical thinking with the objectives and intent of the Task Force on Climate-Related Financial Disclosure ("TCFD") recommendations is helping to drive an inclusive approach to addressing our social responsibilities as well as our environmental impact and our governance practices.

The Group recognises that its work to adopt and embed TCFD recommendations, as well as broader disclosure requirements, remains an iterative process of learning and refinement as we adapt and optimise our plans and tackle the challenges inherent within our journey towards establishing, expanding, and embedding our ESG targets.

Introduction and TCFD Report Overview

Our TCFD Journey

In addition to its obligations associated with TCFD a range of other important factors continue to contribute to the Group's TCFD journey and drive positive progress towards our TCFD-related goals and objectives. The Hansard Group is proud to call the Isle of Man home, and we remain proactively committed to supporting the Isle of Man Government's initiatives associated with the sustainability of the Island's future. This includes support for 'Finance Isle of Man' as they progress their work to develop a three-year Roadmap to create a more sustainable economy on the Island, scheduled for launch during November 2024. The Island continues to be designated as a UNESCO Biosphere in recognition of its special environment, culture, heritage, and economy and is the only Biosphere that encompasses an entire nation, which includes all the Island's land and territorial sea, and Hansard remains a UNESCO Biosphere Isle of Man Business Partner, with the pledges made used as drivers in our decision making. As a responsible island nation, the Isle of Man is particularly aware of the local and global impact of climate change and of the social and environmental imperative for action, with the Island committed to reaching carbon neutrality by 2050.

It is against this backdrop that the Group has progressed its work during the 2024 financial year to enhance and embed its approach to the management of climate-related and broader ESG risks under the four pillars of the TCFD recommendations. The Group remains committed to iterative improvements in its disclosures and subsequent reporting arrangements, across short-, mid- and longer-term time horizons for the benefit of the Group's investors and wider stakeholder cohorts. Achieving maturity of both qualitative and quantitative metrics and broadening their scope from carbon-related to climate-sensitive exposures, risks, and opportunities, remains a priority in the near term.

Our Approach

Climate-related risks and opportunities are an intrinsic element of the Group's broader strategic perspectives. ESG-related risks are defined, at the highest level, as those risks arising from a failure to anticipate and respond to actual or emerging environmental, social and governance threats, challenges or opportunities, or to successfully integrate ESG into the Group's strategic and business planning activities.

Risk mitigations include:

• Actively building ESG considerations into strategy development and business planning processes through structured analysis, formal assessment mechanisms and cross-functional collaboration.
• Factoring emerging ESG risk issues into key decision-making and understanding the impacts for the tools and methodologies currently used to manage risk, including governance structures, risk ownerships, risk and control self-assessment principles, regulatory developments, third party service provisions and effective reporting.
• Developing and updating relevant components in relation to the ESG risk domain - including policies, procedures, risk indicators, management data and stress testing; and
• Initiatives addressing cultural alignment and structural resilience, which encompass core sustainability considerations.

Relevant details of the Group's work during the reporting period are organised under the four pillars of the TCFD disclosure framework, below. Areas prioritised for attention in terms of enhancing the quality and substantive nature of the Group's disclosures, targeted at achieving full compliance with the framework, include disclosures relevant to the environmental impact of our assets under administration, iterative enhancement of the understanding of climate-related risks within our regularly assessed range of risks to the business and the resilience of our Group strategy to various scenarios. A summary of our disclosure report is presented at figure 1 below.

Pillar 1 - Governance

The Board retains overall responsibility for the effective functioning of the Group's governance, risk management and internal control arrangements associated with sustainability-related risks and opportunities. This includes responsibility for determining, evaluating and controlling the nature and extent of these risks and opportunities, taking account of the varying levels of strategic, financial and operational stresses, potential risk scenarios and emerging as well as existing climate risk exposures over short, mid and long-term time horizons. These activities are governed by the protocols of the established ERM Framework, defined and described in more detail under 'Pillar 3 - Risk Management', below, which include both top-down and bottom-up risk assessment bases.

During the year ended 30 June 2024 the conventions of the ERM Framework have enabled the Board to continue to develop its oversight of ESG-related risks and opportunities, via quarterly and annual risk reporting to the Group Audit and Risk Committee, which has included analysis and challenge of results from the formal cycle of relevant stress and scenario testing. The Board has also sought opportunities for development of the pre-existing CSR Strategy, and enhanced, effective integration of climate-related risks and opportunities into the Group's structure and decision-making processes, with clear accountability and ownership for risk management allocated to members of the Executive Committee. The Green Team has continued to support this work, driving corporate focus on the collation and analysis of climate and emissions data and initiatives together with broader sustainability priorities, promoting measurable and achievable targets and metrics.

ESG reporting is included as a standing agenda item at each quarterly Board meeting with the specific aim of ensuring that progress towards objectives and targets can be closely monitored. Board oversight also ensures that climate-related risks, opportunities, and associated issues become an integral and embedded element of decision-making in respect of overall Group strategy, policies, and actions. The Group's sustainability goals are considered within the context of wider industry experience and stakeholder perspectives, having regard to the aggregate levels and types of risk the Board is prepared to accept within risk capacity, in pursuit of strategic and business plan objectives. The governance structures which support the Board's oversight of ESG-related risks include the Executive Committee, the Group and subsidiary entity Audit and Risk Committees, the Group Risk Forum and the Investment Committees of both Hansard International Ltd (HIL) and Hansard Europe, Designated Activity Company (HE dac). The Investment Committees and the Group Risk Forum also consider ESG-related reporting as a standing agenda item, ensuring that priorities and considerations remain aligned with those of the Group Board and there is a structured approach to the identification of climate-related risks. Protocols remain in place to enable ESG-related decisions made by the Investment Committees to be communicated via the respective Boards to the Hansard Global Plc Board. A summary view of the Group's governance structures supporting the Board's oversight of risks and opportunities is presented at figure 2 below.

Figure 2: Group governance structures

During the year ended 30 June 2024 the Board has continued to delegate activities to the Executive Committee, with two members of the Committee, supported by the Sustainability Officer, having specific accountability for oversight of deliveries and progress reporting. The 'Green Team' and the 'Wellbeing Team' have actively progressed a range of important initiatives across the ESG spectrum, including in relation to climate-related ambitions and data-collation improvements.

Pillar 2 - Strategy

The Group's strategic goals in terms of climate-related risks and opportunities are focused on the creation of long-term value for our stakeholders whilst making a positive impact on the world. The Group aims to deliver its strategic objectives in this regard and build a sustainable future through focus on three key elements.

The Group's approach to the management and mitigation of climate-related and broader ESG risks and opportunities is built within the context of its overarching corporate strategy and business plans. The Group's products are unit-linked regular or single premium life assurance and investment contracts, which offer access to a wide range of investment assets. The contracts are flexible, secure, and held within wrappers, allowing life assurance cover, or other features, depending upon the needs of the client. The contract benefits are directly linked to the value of those assets that are selected by, or on behalf of, the client and held within the wrapper. The Group's products do not currently include any contracts with financial options and/or guarantees regarding investment performance, which can require additional capital to be held. Levels of service and the delivery of fair client outcomes, the nature of the Group's products, the use of technology, and the ability of the contract holder to reposition assets within a contract are all designed to achieve retention of the contract holder relationship over the long-term.

The main source of income for the Group continues to be the fees earned from the administration of insurance contracts. These fees are largely fixed in nature and amount. Approximately 30% of the Group's revenues, under IFRS, are based upon the value of assets under administration. The new business generated in a particular year is expected to earn income for an average period of 15 years. Business is therefore long-term in nature both from a contract holder perspective and with regards to the income that is generated, which supports business overheads, business investment, remuneration of the distribution network and payment of dividends, whilst contractual obligations can range from 5 years to over 25 years.

All of these business model aspects are contributing factors to the Board's determination of relevant short-, medium-, and long-term time horizons, respectively classified as 0-5 years, 6-10 years and >10 years. These time frames support analysis and assessment of climate-related risks and opportunities, together with broader sustainability considerations, which have the capacity to impact the Group's strategy, business plans and financial performance. The Board's perspectives on these aspects of the risk portfolio are value-driven in terms of improving resilience and demonstrating to clients, investors, regulators, and wider stakeholder groups that ESG-related risks and opportunities, including those having a climate-related nexus, are properly understood. This is achieved through forward-looking analysis and evaluation, with concurrent consideration of tactical business planning, operations, and underwriting and investment activities, in order to contribute to a sustainable transition to a low-carbon economy.

The Group's risk management arrangements, described in more detail at 'Pillar 3 - Risk Management' below, operate on a cyclical basis to enable the Group Board and the Executive Committee to properly assess and understand, at a practical level, the major sources of risk facing the Group, on short-, mid-, and long-term time horizons, and the capital required to cover those risks, under both normal and stressed conditions. Internal and external risks are considered, together with emerging risks and any risks associated with the Group's systems of governance, having regard to capital, performance, and strategic information, which ultimately provides the Board and Executive Committee with substantiated bases relevant to decision making. Forward-looking business plan and solvency projections use a range of stress and scenario testing and analyses to evaluate the adequacy of the Group's overall financial resources, including capital and liquidity resources. The stress and scenario tests are derived from analytical review of the Group's risk universe, enabling distinguishable patterns of impact to be considered and allowing plausible risk scenarios to be approximated into impact types, with attention given to both single test and multi-factor scenarios.

During the year ended 30 June 2024 ERM protocols and work to support climate-related financial disclosures have considered the plausibility of environmental and climate-risk stresses emerging over the duration of the forecast period. Associated analyses have focussed on the impact of the Group's business on the environment as well as the capacity for future environmental disruption to the Group's strategic and business plan objectives and targets, taking account of both physical and transition risks.

Physical risk analysis has included the likelihood and impact of extreme weather events occurring over the duration of the business plan period and their capacity to provoke any combination of the following events: -

• Operational resilience failure due to technological disruption, utility failure, power outage, loss of use of premises and/or significant reduction in the number of available personnel, which may impact the Group directly, or via an outsourced service provider.
• Damage to critical national infrastructure in one or more jurisdictions of material importance to the Group's strategic plans, impacting existing customers, intermediaries and/or new distribution initiatives and targets.
• Macroeconomic disruptions causing adverse market movements with the potential to impact asset values and revenues to material levels.

Analysis of transition risks has considered the disruptions and shifts associated with advancement towards a low-carbon economy and the potential for these to impact the value of assets, erode important revenue streams and/or increase the costs of doing business. Transition risks may emerge through changes in policyholder, or other stakeholder expectations, market dynamics, technological innovation, and/or reputational factors. Key examples of transition risks include policy changes and regulatory reforms, which affect specific classes of financial assets relevant for available investments, whilst social movements and civil society activism may pose a risk of reputational damage, if appropriate risk mitigation strategies and communication actions are not implemented appropriately. Associated risks may emerge more readily in the event that the Group fails to adequately prepare for, or substantively comply with, mandated climate-risk disclosure obligations and/or its disclosures are found to be deficient. Stress and scenario test modelling during the year ended 30 June 2024 has explored the balance sheet impacts of physical and transition risks crystallising as a combination of expense, market and production stresses.

A summary of the underlying analysis is presented below.

Whilst climate-related issues have not presented a material impact to the Group's financial performance or position to the date of reporting, scenario testing during the year ended 30 June 2024 was calibrated to consider extreme but plausible stresses, reasonably foreseeable within the forecast period, arising via the physical and transition events described above. Scenario testing combined market stresses with lower production and a recurring increase in expenses. The results of testing confirmed that, in the absence of mitigating measures, a multi-factor scenario could have the potential to disrupt key financial metrics, compared to base plan targets, due to reduced sales volumes and compromise of planned expense savings, with a deteriorating trajectory. Overall modelling provided a compelling view of the value attaching to the Group's climate and broader sustainability risk management and mitigation measures. On this basis, whilst the transition to a low-carbon economy is not expected to generate critical impacts for our business model or financial performance the Group's work in anticipation of and preparation for broader sustainability reporting, including non-climate related sustainability disclosures, will strengthen analysis of reasonably foreseeable risks and impacts on a broader ESG spectrum. The results of this work will enhance the resilience of the Group's management and mitigation strategies, ensuring that both short- and long-term financial planning and strategic decision-making take account of the growing significance of sustainability risks and opportunities under five key risk dimensions, which include economic risks, environmental risks, geopolitical risks, societal risks and technological risks.

Further maturity of data and analytics will remain a priority for the 2025 financial year and will continue to deliver more substantive understanding of the range and plausibility of subordinate risks and opportunities within the main exposure categories and their capacity to impact specific areas of the Group's business, over the identified short-, medium- and long-term time horizons. Consideration will then be given to the extent to which these issues might crystallise as a material financial impact for the Group and its stakeholders. This will include further analysis of climate-related issues that affect the geographical regions in which we generate revenues - on a current and forward-looking basis, to enable more geographically specific disclosures, where these prove to be useful and value adding.

The Group is continuing its work towards achieving its aims of reductions in gross GHG emissions, which have been established and approved by the Board via work undertaken during the 2024 reporting period. These are intended to create a solid foundation for the shaping of our initiatives and the actions needed to mitigate the Group's environmental impact through the gross reduction of Scope 1, 2 and 3 emissions on a long-term, sustainable basis, recognising that their effectiveness and integrity are as significant as the pace of their achievement. Whilst we have reduced emissions over the reporting period (as described in Pillar 4 below) and it remains the aim of the Group to continue to reduce emissions, in the interim investing in carbon offsets has been important. This is further described in Pillar 4 below

Simultaneously the Board have recognised that there are clear strategic and commercial opportunities and benefits associated with embracing a strategic response to sustainability issues:

Pillar 3 - Risk Management

As with all businesses, the Group is exposed to risk in respect of its strategic and business plan objectives. The Board has overall responsibility for the Group's system of risk management and internal control and for reviewing their effectiveness, supported by the governance structures, and reporting arrangements of the ERM Framework. These have been adapted to assist with the identification and management of sustainability related risks, enabling the Group to readily apply its well-established and embedded risk management conventions and processes to identify, understand and assess relevant risks and opportunities in a manner consistent with the approach for all other risks to which the Group is or may be exposed. The 'Schedule of Powers Reserved to the Board' ensures that the Directors are responsible for determining, evaluating, and controlling the nature and extent of such risks and opportunities, including both quantifiable and non-quantifiable risks, and for assessing the effectiveness of the Group's ERM Framework. An overview of the associated protocols is set out below.

The overall scope of, responsibilities for, and approach to risk management, through which the Group's risk management activities, processes and procedures are to be directed and controlled, are set out within the ERM Policy, which governs the consistent identification, measurement, assessment, management, monitoring and reporting of all risks. The Board recognises the need to ensure that the risk management system is effective and well-integrated into the Group's structure and decision-making processes, with clear accountability and ownership for risk management. On this basis the ERM Framework seeks to add value through embedding risk management and effective internal control systems as continuous and developing processes within strategy setting, programme level functions and day-to-day operating activities. The ERM Framework also acknowledges the significance of operating culture and values in relation to risk management and their impact on the overall effectiveness of the internal control framework.

The Policy objectives and conventions of the ERM Framework, which are mature and well embedded, guide and govern the identification, assessment, management, monitoring and reporting of risks. These conventions are actively supporting the work to accommodate and integrate focus on and quantification of sustainability related risks and exposures at strategic, programme and operational level such that layers of core activity support each other and the relative significance of climate-related risks, within the context of the broader risk portfolio, can be determined. This is enabled by the application of risk appetite metrics, tolerance thresholds and ultimate boundaries, which are used to quantify risk issues and emerging risks with outputs reported to the Board on at least a quarterly basis.

Within this context, and consistent with the Group's ERM protocols, risk management processes are undertaken on both a top-down and bottom-up basis. The top-down aspect involves the Board assessing, analysing, and evaluating what it believes to be the principal risks facing the Group. The bottom-up approach involves the identification, review, and monitoring of current and forward-looking risks, including climate-related and broader sustainability risks on a continuing basis at functional and divisional levels, with analysis and formal reporting to the quarterly Group Risk Forum, and onward analytical reporting to the Audit and Risk Committee. The Audit and Risk Committee receives regular reporting from the Group's Chief Risk Officer in relation to the outcome of periodic risk assessments undertaken by management in line with the governing principles and practices of the ERM Framework.

The 'Risk Universe' captures the range of material inherent risks, which are identified as having the capacity to prevent or limit the achievement of business objectives, taking into account the recommendations of the Group Risk Forum, the Audit and Risk Committees and the Chief Risk Officer. The 'Risk Universe' supports the structure and functioning of both the ERM Framework and the Board Approved Risk Appetite Statement. Effective maintenance of the Risk Universe is dependent upon strategic and business objectives over appropriate time horizons being actively maintained.

The Group's material inherent risks are classified into five main risk categories and then grouped into categories of subordinate risk, with the Risk Appetite Framework sharing the same structure. This taxonomy of risks strengthens the monitoring of risk appetite as it is reflective of the nature of the risks to which the Group is or could be exposed in the pursuit of its business objectives and corporate strategies. Risk identification, measurement, monitoring, managing, and reporting under the Group's ERM Framework are based on this taxonomy and the approach enables a holistic and integrated view of climate-related risks and those with a broader sustainability nexus.

Risk Appetite is the aggregate level and types of risk the Board is prepared to accept, within risk capacity, before action is deemed necessary to reduce the risk. Risk Appetite represents the balance between the potential benefits and rewards of commercial decision-making and innovation versus the threats that change, and development inevitably bring. Risk Capacity is the maximum level of risk at which the Group can operate, whilst remaining within constraints implied by capital, funding needs and the expectation of shareholders.

The Board has an agreed Risk Appetite Statement, structured according to the taxonomies described above, which is comprehensive and clear to all stakeholders. Where the Board sets its Risk Appetite at principal risk category level, such Risk Appetite is applicable to the aggregate of the sub-risks within the specific Risk Category. The Group's Risk Appetite over the short-, medium-, and long-term time horizons is reviewed annually.

For some risks within the Group's risk universe, such as strategic, reputational, group and some aspects of climate risks, the holding of capital by itself is considered by the Board to be an inappropriate mitigating measure. The governance, risk management and internal control mechanisms, which constitute the ERM Programme, promote the capture and analysis of non-quantifiable risks with assessment against the respective risk appetite metrics approved by the Board. This approach, driven by ERM protocols, ensures that all risks within the risk universe (quantifiable and non-quantifiable) are treated with equivalence and reporting on risks is not limited to those which only support calculation of solvency requirements. This methodology allows the nature of the Group's principal and subordinate risks, relative to strategic and business objectives, to be considered via stress and scenario testing and movements in Hansard's risk profile, relative to risk appetite, to be identified, managed, monitored and reported on a continuing basis. Additional details of stress and scenario testing relating to climate risks are described above as part of Pillar 2 - Strategy.

To demonstrate whether the Group is being managed in accordance with the Board's approved Risk Appetite, periodic risk appetite tolerance assessments are carried out and reported to the Audit and Risk Committee.

Further details on the Company's overall ERM Framework can be found in the Risk Management and Internal Control section on pages 22 to 25 and in the Principal Risks section on pages 25 to 30.

Pillar 4 - Metrics and Targets

The Group aims to promote sustainable business practices on a holistic basis, including controlling and reducing environmental impacts. In order to be meaningful this requires an informed understanding of climate-related considerations, such as physical and transition risks, climate resilience and GHG targets, and a substantive assessment of the Group's generated emissions, together with recognition of the value for all stakeholders in the use of clear, meaningful metrics to measure and manage climate-related risks and opportunities. The Group's metrics and targets are intended to evidence and demonstrate how the Group is working to achieve reductions in its energy use (measured in tCO2e), consequent emissions and environmental impacts and establish sustainable business practices. To calculate our emissions, we follow the Greenhouse Gas Protocol (GHGP) Corporate Standard. Under this Protocol we categorise emissions on the following basis: -

• Scope 1: Direct emissions from gas, refrigerants, and owned vehicles.
• Scope 2: Indirect emissions from the generation of acquired and consumed electricity, which are a consequence of our activities, but originate at sources owned or controlled by another organisation; and
• Scope 3: Value-chain emissions, having regard to both upstream activities - typically business travel, employee commuting, waste generation, purchased goods and services and capital goods, and the downstream impacts of our business - typically linked to investments made or enabled by the Life Companies of the Group.

Benefitting from the relationship established over the last two years, we have again worked with the Environmental Sustainability Index (ESI) Monitor, utilising their online application FutureTracker, to upload and record our environmental footprint data, across Scopes 1, 2 and 3 and provide useful industry benchmarking. The subsequent 2024 Environmental Footprint Report is then used to inform our Metric and Target Pillar disclosures and enable refinement of our sustainability goals and associated policy objectives. Data for the financial year ended 30 June 2024 is set out in figure 9 below, representing the most relevant and applicable data in respect of emissions for which Hansard is responsible via its energy use, measured in tCO2e. This does not currently include measurement of other GHG's identified under GHGP or incorporate CO2 equivalent measurements.

Figure 9: 2024 Carbon Footprint Results

Our Scope 1 and 2 reporting total includes data from our Isle of Man, Ireland, and Japan offices. Our largest emissions impact in relation to Scope 1 and 2 continues to be our electricity usage, although this has decreased by 49% compared to the last reporting period. The reduction in our Scope 2 emissions is due to the sale of our warehouse. This, in turn, has also reduced our Scope 1 mobile combustion emissions as we were able to reduce the usage of our company vehicle. More significantly, our data centre provider switched their electricity tariff to the Guaranteed Green Tariff. The Guaranteed Green Tariff is a verified local tariff that ensures renewable energy is fed into the Isle of Man national grid to cover the number of units consumed by our data centre. We continue to engage with the landlord of our head office to investigate options to utilise the Guaranteed Green Tariff. We already purchase renewable energy for our Ireland based office and will investigate options for our office in Japan in the coming financial period.

In addition to our total emissions in tCO2e, we have calculated our average emissions per fulltime employee for Scope 1 and 2 to be 0.26 tCO2e, a 50% decrease from 0.52 tCO2e in 2023. The emissions per fulltime employee differ across our office locations due to the electricity usage in each location.

In relation to our Scope 3 emissions, we have maintained our disclosure position by calculating and disclosing our more readily measurable emissions, under GHGP Categorisations, including Business Travel (Category 6) and Employee Commuting and Working from Home (Category 7) emissions. We are targeting continued improvements in the capture and measurement of all relevant and applicable upstream and downstream Scope 3 emissions during the 2025 financial year, which will require collaboration with external stakeholders.

Emissions relating to hotel stays has been omitted from current Category 6 reporting, as we continue to compile complete and accurate data to enable us to capture, record and mitigate associated emissions. As such, 2024 metrics will not be considered a gross Scope 3 baseline, with baselines instead being applied to each activity as reliable data becomes more readily available and measurable. The Group's 2023 reported Scope 3 metrics are therefore considered the baselines for Category 6 and 7 emissions respectively, subject to any adjustments that may be required once the accommodation element of business travel becomes more readily quantifiable.

For Scope 3, the primary contributor to our measured Carbon Footprint continues to be business travel, at 53% of our total measurable Scope 3 emissions, and 44% of the Group's total emissions. However, there has been a significant reduction in the distances travelled for business travel, and therefore associated carbon emissions have reduced. Emissions associated with employee commuting increased marginally, whilst emissions associated with employee working from home decreased. The Group continues to explore ways in which international travel can be further reduced, exploiting the value of advances in digital transformation solutions for engaging with clients, business partners and remote working. Initiatives to support the reduction of emissions relating to employee commuting are also being investigated.

Our decision to purchase carbon offsets as a way of mitigating our net impact has led to the Company determining revised strategic parameters for emission reductions gross of offset. These will be refined and formalised via the 2025 cycle of risk appetite metric calibrations, seeking absolute based targets, referenced to respective baselines, framed around the following ambitions: -

• We will aim to reduce Scope 1 and Scope 2 emissions by 50% by 2030, and by 100% by 2050.

For clarity, Scopes 1 and 2 will continue to use 2022 as the baseline, while our Scope 3 metrics will inform future reporting. Baseliner metrics we disclose in future annual reports will be set at the time.

The Group continues to investigate ways in which we can capture further data to be able to provide additional metrics in future, such as those relating to waste management, water usage, and any other areas that will help to manage our overall environmental impact.

There are no current material financial exposures arising out of our carbon emission levels in terms of specified regulatory caps or direct taxes. At present, our Executive Directors' remuneration packages are not tied to performance against ESG metrics. We also do not produce any internal carbon pricing, as we do not consider it to be applicable to our current business model.

* We have not set an ambition at this stage for emissions relating to AuA. These investments are chosen by our clients or by their advisors. However, we will look for opportunities to assist clients and financial advisers in addressing climate-related data challenges relating to their investments. We will aim to define target reductions for our guided architecture AuA during the 2025 reporting period, recognising that this will involve establishing a substantive understanding of the emission measures for our existing investment portfolio and the Group's capacity to influence more environmentally considerate investment decision making. As we progress this work, we will continue to make reference to the driving principles and objectives of new and emerging regulatory developments in this area, such as the FCA's Sustainability Disclosure Requirements. This approach ensures we are aware of industry and regulatory progress, even where these may not be directly applicable to the Group.

Stakeholder engagement and Board decision making

The Board is accountable to the shareholders for creating and delivering value through the effective governance of the business. The Group places considerable importance on developing its relationships with our shareholders and it aims to achieve this by way of the following regular communication activities:

• regular dialogue with major institutional shareholders, both directly and through the Company's advisors.
• market announcements, corporate presentations and other Company information which are available on our website at www.hansard.com; and
• the Annual Report and Accounts issued to all registered shareholders, either in hard copy or electronically for those that have elected to receive it in that form.

By Order of the Board

Hazel Stewart

Company Secretary

Report OF THE Audit AND RISK Committee

Purpose and terms of reference

Key responsibilities include:

• monitoring the independence of the external auditor and the provision of non-audit services.
• monitoring the effectiveness and objectivity of the internal and external auditors.
• reviewing annually the Group's internal audit requirements and budget.

Composition and structure

At the date of this report, the members of the Committee were the Group's Independent Non-executive Directors being David Peach, Jose Ribeiro and Noel Harwerth. David Peach is the Chair of the Committee. The Board is satisfied that during the year, and at the date of this report, at least one member of the Committee has competence in accounting and all members of the Committee have considerable recent and relevant financial experience and competence relevant to the sector in which the Company operates.

Meetings and frequency

The Committee met on four occasions during the financial year. The members' attendance record is set out in the Corporate Governance Report.

During the year, the Chair invited the CFO, the other Non-executive Directors, the Head of Internal Audit and KPMG Audit LLC ("KPMG") (the external auditor) to attend all meetings of the Committee. Other members of senior management, including the Group Chief Executive Officer, the Group Chief Actuary and the Head of Group Risk and Compliance were also invited to attend as appropriate.

Subsidiary company audit and risk committees

Committee activities during the financial year

Review of accounting and reporting

During the financial year the Committee:

• monitored the submission of key regulatory returns.
• reviewed other Stock Exchange reporting prior to publication of each announcement.
• the accounting principles, policies, assumptions, and practices adopted.
• the status of known or potential litigation claims against the Group including accounting treatment in the financial statements and judgements made on whether to recognise a provision or contingent liability; and

To assist the Committee's review of key judgements around the accounting for litigation-related contingent liabilities, expert input was received from its legal advisors.

• Review of Internal Audit
• Review of External Audit

KPMG Audit LLC (KPMG) was appointed as external auditor in 2020 following a tender process held in 2019. The Committee does not consider a tender process is required at present.,

The Committee monitored compliance with the Group policy for the provision of non-audit services by the external auditor. This policy aims to ensure that external auditor objectivity and independence is safeguarded and sets out the categories of non-audit services which the external auditor is allowed to provide to the Group. Financial limits for non-audit related advice and consultancy work by the external audit firm apply to each company in the Group with a limit of £25,000 per company per year. Non-audit assignments exceeding the agreed limits, either individually or cumulatively, must have the prior approval of the Group Audit and Risk Committee. During the year, the Committee approved audit related assurance services relating to Solvency II and the Isle of Man's risk-based solvency regime.

Review of internal controls

The Committee has reported to the Board regarding the review of the Group's risk management and internal control systems. No material issues were noted.

The Committee is cognisant of the changes implemented in the UK Corporate Governance Code 2024 that relate to internal controls.

Review of Committee performance

David Peach

Chair of the Audit and Risk Committee

REPORT OF THE Nominations Committee

Purpose and terms of reference

Membership

At the date of this report, the members of the Committee were the Independent Non-executive Directors David Peach, Jose Ribeiro and Noel Harwerth, and the Non-executive Group Chair, Philip Kay. Philip Kay is Chair of the Committee.

Activities of the Committee during the year

The Committee met on four occasions during the year. The members' attendance record is set out in the Corporate Governance Report.

During the year and to the date of this report the Committee considered the following:

• considered and accepted the resignation of Christine Theodorovics as Independent Non-executive Director and commenced the process for the recruitment of a successor.
• considered and accepted the resignation of Ailish Sherlin as Chief Actuary and the appointment of Alan Canny as successor.
• reviewed the structure, size, and composition of the Board.
• reviewed the skills, experience, and knowledge of each Board member and of the Board as a whole.
• instructed Boston Limited to conduct a Board Performance Review by way of a survey sent to all Directors plus the Company Secretary and Chief Risk Officer.
• appointed Sapphire Partners, who have no connection to the Company or individual Directors, to support the search for a replacement Independent Non-executive Director.
• considered and accepted the resignation of Graham Sheward as Group CEO and executive Director.
• considered and appointed Thomas Morfett as Group CEO.
• considered and appointed Noel Harwerth OBE as successor for Christine Theodorovics as Independent Non-executive Director.

Directors' appointments and induction

Diversity

• At least 40% of the board are women.

Not specified/ prefer not to say

The Company is committed to increasing diversity at board level. Supported by an independent executive search firm we are in the process of appointing two experienced female Independent Non-executive Directors to the Board. The first appointment is Noel Harwerth OBE, who was appointed to the Board on 23 September, and we expect to announce the second appointment later in the calendar year.

Review of Committee Performance

The Chair had regular meetings during the year with the Group Chief Executive Officer, Group Chief Financial Officer, and the Non-executive Directors. In addition, after each Board meeting, the Chair held informal sessions with the full Board (without management being present) and with only the Independent Non-executive and Non-executive Directors in attendance (without executive Directors being present). A review of the performance of the Chair was performed by the Non-executive Directors led by the Senior Independent Director.

Philip Kay

Chair of the Nominations Committee

REPORT OF THE Remuneration Committee

This report provides details of the role of the Committee and the work it has undertaken during the year.

Purpose and terms of reference

The key responsibilities of the Committee are to:

• review the executive Directors' service contracts.
• review the design and operation of share incentive schemes; and
• oversee any changes in employee benefit structures throughout the Group.

As such the remuneration policy is designed to:

• support key business strategies and create a strong, performance-orientated environment.
• attract, motivate, and retain talent; and

Membership

As at the date of this report, members of the Committee are the Independent Non-executive Directors David Peach, Jose Ribeiro and Noel Harwerth and the Non-executive Group Chair, Philip Kay. The Committee is chaired by Jose Ribeiro.

Activities of the Committee during the year

During the year there were five meetings of the Committee. The members' attendance record is set out in the Corporate Governance Report.

At the request of the Committee, the Head of People and Culture engaged with Polymetrix Ltd to provide benchmarking data on remuneration. Polymetrix has no connection with the Company.

During the year the Committee also received advice from FIT Remuneration Consultants LLP ("FIT"). FIT was appointed to advise the Committee in 2022. FIT has no other connection with the Company (or its Directors) and the Committee is satisfied that the advice received from FIT in the 2024 financial year was independent and objective.

• agreed awards to be made under bonus schemes for the year ended 30 June 2024.
• agreed executive Director bonuses for the year ended 30 June 2024.
• reviewed Directors' fees for the Company and subsidiary appointments for the year ending 30 June 2024.
• reviewed incentive provision.
• reviewed employee benefits.
• reviewed and approved the remuneration policy.
• agreed that share awards granted to date (393,300) under the terms of the deferred bonus scheme for Graham Sheward would vest on 31st December 2024. These were awards of shares in respect of annual bonuses for 2022 and 2023.

Summary of remuneration policy

Policy on salary of Executive Directors

It is the policy of the Committee to pay base salaries to the Executive Directors at broadly market rates (taking account of the Isle of Man location where relevant) compared with those of executives of companies of a similar size and international scope, whilst also taking into account the executives' personal performance and the performance of the Group. In addition, reliance is placed on the People and Culture function to provide appropriate benchmarking data.

The CEO salary was reviewed during 2023. After due care and consideration, the Committee determined that the salary was appropriate for the size and scope of the role on the basis of the decision made on appointment to reflect a lower fixed base salary with a higher variable element and therefore was not increased following the review.

* With effect from 2nd August 2024, Thomas Morfett was appointed CEO and will receive a base salary of £250,000 per annum.

Cash-settled bonus scheme

The Committee approved the continuation of a bonus scheme for all employees. The terms of the scheme that became effective from 1 July 2018 incorporate targets for both company and individual performance. Bonuses earned will be paid in the October following the end of the financial year.

Deferred Bonus Scheme

Our executive Directors participate in a bespoke version of the firm-wide bonus scheme that is overseen by the Committee. Potential earnings under the bonus scheme for the executive Directors range from nil to 100% of salary. On appointment of a new CFO, an appropriate maximum annual bonus will be set, but not exceeding 100% of basic salary.

50% of any bonus awarded is paid in cash and 50% in shares deferred for 3 years as governed by the shareholder-approved deferred bonus scheme.

The deferred bonus scheme was approved at the AGM on 8 November 2016 and has been the only long-term element of incentive pay operated by the Company.

All annual bonus payments are made at the discretion of the Committee and the Committee has full discretion to override the formulaic outcomes of any performance conditions that apply to the annual bonus scheme should that be considered appropriate in any case. Malus and clawback provisions may be operated as appropriate in respect of cash amounts payable under the annual bonus scheme or in respect of awards of deferred shares made under the deferred bonus scheme. There was no operation of either malus or clawback in the 2024 financial year.

Continuation of enhanced annual bonus provision for 2025

Prior to the 2024 financial year, the Committee undertook a review of incentive provision for our executive Directors and other senior executives. While consideration was given to introducing a forward-looking share-based long-term incentive (beyond our existing deferred bonus plan) at market-normal levels for a company of Hansard's scale and business type, having considered the priorities of the business and our shareholders, the Committee determined that it was more practical and of greater benefit to shareholders to provide for enhanced annual bonus potential for our executive Directors rather than establishing a new share plan. This is intended to provide appropriate incentive opportunities and a retention mechanism for participants. This enhanced annual bonus potential was first available for 2024 and will be available also for 2025.

Accordingly, for 2025, the maximum bonus potential available to the CEO will be enhanced by a further 40% of base salary, to provide 140% of base salary as the maximum annual bonus. This enhanced maximum annual bonus opportunity may also be made available to the new CFO following appointment. The annual bonus plan remains overseen by the Committee, and the Committee will ensure that the element within the 2024/25 annual bonus relating to this enhanced potential will be available only if demanding performance metrics (which may include financial, shareholder value and strategic non-financial measures) are achieved to the Committee's satisfaction. Any amounts payable under the enhanced potential are payable in cash.

SAYE Share-save Programme

No options over shares were exercised under the Scheme rules during the year (2023: nil).

At the date of this report, the following options remain outstanding under each tranche:

The scheme was renewed for a further 10 years at the AGM in 2017.

Employee Benefit Trust

An Employee Benefit Trust ("EBT") was established in February 2018 in order to provide certain discretionary share-based awards as part of an overall compensation and retention package. During the year 700,000 shares were purchased and transferred into the EBT. As at 30 June 2024 the EBT held 1,257,000 shares (2023: 557,000).

Policy on fees for Non-executive Directors

It is our policy to set the fees for each Non-executive Director so that they reflect the time commitment in preparing for and attending meetings, the responsibility and duties of the position and the contribution that is expected from them. Our policy is to pay a market rate which is set annually by the Board.

President and controlling shareholder

Dr Leonard Polonsky was appointed President of the Group under a letter of appointment effective from 22 September 2014. This letter incorporates the requirements of the Listing Rules in relation to Dr Polonsky as controlling shareholder of the Group.

A summary of the agreement, dated 22 September 2014, governing his relationship with the Group is available for inspection at the Company's registered office and will be made available to shareholders at the AGM. To maintain effective corporate governance, the agreement contains the following terms:

• all transactions between Dr Polonsky and the Group are to be conducted at arm's length and on normal commercial terms.
• Dr Polonsky will take no actions which would prevent the Company from complying with its obligations under the Listing Rules or propose a resolution to circumvent the proper application of the Listing Rules.
• Dr Polonsky will exercise his voting rights to ensure a requisite number of Independent Non-executive Directors are appointed to and retained by the Board; and
• Dr Polonsky will consult with Independent Non-executive Directors where proposals have been made by the Board in relation to its composition.

There were no significant transactions between the Group and Dr Polonsky during the year under review, per page 34 Director's Report.

Summary of Directors' employment terms and conditions

In accordance with the Articles of Association all Directors are subject to annual re-election. All Directors subject to election/re-election on 8 November 2023 were re-elected at the AGM held at that date. None of the Directors are engaged on a fixed term contract.

The key terms and benefits of the contractual arrangements between each Director and the Company are as follows:

Thomas Morfett - Group Chief Executive Officer & Group Chief Financial Officer. The Service Agreement in place sets out the contractual employment arrangements, the key terms being Company contribution into personal pension arrangements; private healthcare for himself and his spouse; permanent health insurance; life assurance; full-pay sick leave for a maximum of eight weeks of absence, whether or not consecutive, in any 12-month period due to illness or injury and 30 days annual leave in addition to public holidays. Other than the right to receive a payment in lieu of notice upon termination, his service agreement dated 19 January 2023 does not provide for any benefits upon termination of employment. The notice period (by either party) is six months.

Thomas was appointed to the Board on 17 April 2023. Thomas is a member of the deferred bonus scheme, which is based on corporate and individual performance, as set out on page 78.

Non-executive Directors.

The appointment of each Non-executive Director has been confirmed by an individual letter of appointment which includes a one month notice provision. The Non-executive Directors do not have service contracts or any benefits-in-kind arrangements and do not receive any performance-related remuneration.

Stakeholder engagement

During the year we undertook an employee engagement survey to understand the key drivers of engagement for our people. Results from the survey, which included feedback to defined and open questions, were then explored and debated further during employee feedback sessions where we encouraged open and honest debate. During these sessions, our approach to remuneration was discussed in more detail. Feedback from those sessions was relayed to both the Executive Committee and the Board and has informed priorities for our action planning and Culture programme.

Directors' Remuneration for Financial Year 2023/24

The following information, including the table below, includes audited information.

1 Christine Theodorovics - resigned 29th February 2024

2 The deferred bonus is awarded in shares and deferred for a period of 3 years prior to vesting.

3 "Other" includes healthcare benefits.

Annual Bonus for Executive Directors for Financial Year 2023/24

For financial year 2023/24 the CEO's performance was not assessed due to his decision to retire as disclosed on 2nd August 2024.

Share awards accrued to date under the deferred bonus scheme will vest on 31st December 2024.

The Committee conducted as assessment of the CFO's performance against his objectives for 2023/24. Objectives related to the achievement of the Company's principal strategic objectives with a focus on strategic projects, leadership, expenses and IFRS profit. They determined that the formulaic outcome of the assessment was 90% of the maximum and that this outcome was justified. Accordingly, the Committee agreed to apply a figure of 45% of base salary, 50% awarded in cash (£33,750) and 50% in shares deferred for 3 years under the deferred bonus scheme.

Executive management deferred bonus scheme awards

In addition to the Executive Directors, the remaining members of the Executive Committee also participate in the deferred bonus scheme. This scheme resulted in the award of £0.2m worth of shares which are deferred for a period of 3 years.

Directors' interests in share capital

The following information, presented in the table below, includes audited information.

There are currently no requirements for any Director to have a shareholding in the Company. The Company also does not have a policy for post-employment shareholding requirements.

The Polonsky Foundation (a UK Registered Charity of which Dr Polonsky and Marc Polonsky are among the trustees) has a beneficial interest in 8,547,708 shares in the Company's share capital, or 6.2% (2023: 6.2%).

1 Direct holdings include shares held by spouse.

The Committee will continue to consider whether it may be appropriate to introduce guidelines for executive Directors' shareholdings in the future and will do so in connection with the introduction of any new long-term incentive plan operating over the Company's shares. This will include consideration of a policy for post-employment shareholding requirements.

Directors' salaries and fees for the financial year ending 30 June 2025

The following table sets out the salary and fee levels approved by the Remuneration Committee for the year ending 30 June 2025 for each Director, as agreed by the Board. There have been no changes in relation to non-salary benefits applicable to any Director.

Total

1 The amount for Jose Ribeiro includes additional fees in relation to his position as Chair of the Remuneration Committee and as SID.

4 The amount for Noel Harwerth will be pro-rated from her appointment date of 23 September 2024.

Bonus and incentive arrangements for 2025 for Thomas Morfett are outlined in the Review of Incentive Provision 2024 earlier in this report.

Compliance with Code

As mentioned above, the Company has not fully complied with provision 36 of the Code in the following respect:

• The Company does not currently have a policy for post-employment shareholding requirements.

Jose Ribeiro

Chair of the Remuneration Committee

Requirements of Rule 9.8.4R of the Listing Rules

The following table provides references to where the information required by Listing Rule 9.8.4R is disclosed.

Independent Auditor's Report to the Members of Hansard Global plc

Our opinion is unmodified

We have audited the financial statements of Hansard Global plc ("the Company") and its subsidiaries (together, the 'Group') which comprise the consolidated balance sheet and parent company balance sheet as at 30 June 2024, the consolidated statements of comprehensive income, changes in equity and cash flows and parent company statements of changes in equity and cash flows for the year then ended, and related notes, comprising material accounting policies and other explanatory information.

In our opinion,

• the financial statements give a true and fair view of the financial position of the Group's and of the Company's affairs as at 30 June 2024, and of the Group's profit for the year then ended;

Basis for opinion

Key audit matters: our assessment of the risks of material misstatement

Our application of materiality and an overview of the scope of our audit

Materiality for the Group financial statements as a whole was set at £297K (2023: £300K), determined with reference to a benchmark of Group profit before tax. Materiality for the Company financial statements as a whole was set at £178K (2023: £150K), determined with reference to the allocated Group materiality as above, of which it represents 60% (2023: 50%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality was set at 75% (2023: 75%) of materiality for the financial statements as a whole, which equates to £222K (2023: £225K) for the Group and £134K (2023: £112K) for the Company.

In addition, we have set a higher materiality at £10,200K (2023: £10,000K) solely for the purpose of identifying and evaluating the effect of misstatements that lead to a reclassification between line items within the policyholder assets and liabilities and associated income statement line items in the Group financial statements, to the extent that any such balances offset and have no net impact on the shareholder's equity and reserves. This has been determined in reference to 0.75% (2023: 0.75%) of total assets.

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £14.85K (2023: £15K) for the Group and £8.9K (2023: £7.4K) for the Company, in addition to other identified misstatements that warranted reporting on qualitative grounds. For certain financial statement captions, as referred to above, any corrected or uncorrected identified misstatements exceeding £510K (2023: £500K) have been reported to the Audit Committee.

Going concern

• Availability of capital to meet operating costs and other financial commitments; and
• Availability of capital to meet regulatory and solvency requirements.

Our conclusions based on this work:

• we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Company's ability to continue as a going concern for the going concern period; and

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

• reading minutes of meetings of those charged with governance; and
• using analytical procedures to identify any unusual or unexpected relationships.

We performed procedures including:

• incorporating an element of unpredictability in our audit procedures and;
• those set out in the revenue recognition key audit matter.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Other information

Disclosures of emerging and principal risks and longer-term viability

Corporate governance disclosures

We have nothing to report on other matters on which we are required to report by exception

• the Company financial statements are not in agreement with the books of account 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.

Respective responsibilities

Directors' responsibilities

Auditor's responsibilities

Nicholas Quayle

Responsible Individual

For and on behalf of KPMG Audit LLC

Chartered Accountants and Recognised Auditors

Heritage Court

41 Athol Street

Douglas

Isle of Man IM1 1LA

Financial results under UK Adopted International Accounting Standards For the year ended 30 June 2024

Consolidated Statement of Comprehensive Income for the year ended 30 June 2024

The notes on pages 98 to 132 form an integral part of these financial statements.

Consolidated Statement of Changes in Equity

for the year ended 30 June 2024

The notes on pages 98 to 132 form an integral part of these financial statements.

Consolidated Balance Sheet As at 30 June 2024

The notes on pages 98 to 132 form an integral part of these financial statements.

The financial statements on pages 94 to 97 were approved by the Board on 25 September 2024 and signed on its behalf by:

Thomas Morfett David Peach

Director Director

Consolidated Cash Flow Statement for the year ended 30 June 2024

Notes to the consolidated financial statements

1 General Information

Hansard Global plc ("the Company") is a limited liability company, incorporated in the Isle of Man under the Isle of Man Companies 1931 to 2004, whose shares are publicly traded. The principal activity of the Company is to act as the holding company of the Hansard group of companies. The activities of the principal operating wholly owned subsidiaries include the transaction of life assurance business and related activities. Hansard Europe was closed to new business with effect from 30 June 2013. The principal subsidiaries of the Company are as follows:

Company name Incorporated Activity

Hansard International Limited Isle of Man Life Assurance

Hansard Worldwide Limited The Bahamas Life Assurance

Hansard Europe Designated Activity Company Ireland Life Assurance

Hansard Administration Services Limited Isle of Man Administration Services

Hansard Development Services Limited Isle of Man Marketing and

Development Services

The registered office of the Company is 55 Athol Street, Douglas, Isle of Man, IM99 1QL.

The Company has its primary listing on the London Stock Exchange.

1.1 Principal accounting policies

1.2 Basis of presentation

The consolidated financial statements have been prepared in accordance with UK Adopted International Accounting Standards ("IFRSs"), International Financial Reporting Standards Interpretations Committee ("IFRSIC") interpretations, the Isle of Man Insurance Act 2008, and with the Isle of Man Companies Acts 1931 to 2004. The financial statements have been prepared under the historical cost convention as modified by the revaluation of financial investments and financial liabilities at fair value through profit or loss. The Group has applied all International Financial Reporting Standards adopted by the United Kingdom and effective at 30 June 2024.

The Group underwrites an immaterial amount of insurance business. Management has undertaken an assessment of the impact of accounting for this business as investment business rather than insurance business and concluded that this would not have a material impact on the financial statements. This assessment has been refreshed to consider the impact of IFRS 17, and management have not changed their conclusion that accounting for the business as investment business would not have a material impact on the financial statements. Management will keep this assessment under review, and should the outcome change in future the Group accounting treatment will be reassessed. As a result, IFRS17 has not been applied to these financial statements.

The following new standards, amendments and interpretations are in issue but not yet effective. They have not been adopted early by the Group and the impact on the financial statements is being assessed:

• Presentation and disclosure in financial statements (IFRS18) - effective from 1 January 2027
• Subsidiaries without public accountability (IFRS 19) - effective from 1 January 2027

1.3 Basis of consolidation

All transactions between Group companies are eliminated on consolidation between Group companies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

1.4 Going concern

Risk Based Solvency Capital, the Group's capital position is strong and well in excess of regulatory requirements. The long-term nature of the Group's business results in considerable recurring cash inflows arising from existing business. The Directors believe that the Group is well placed to manage its business risks successfully.

In making this statement, the Directors have reviewed financial forecasts that include plausible downside scenarios as a result of the ongoing geopolitical position and global economic conditions. These show the Group continuing to generate profit over the next 12 months and that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due.

The Directors expect the acquisition of new business will continue to be challenging. The impact of this however is not immediate to the Group's profit and cash flows and therefore allows for longer term adjustments to operations and the cost base. Long periods of lower new business, or indeed lower AuA, would be addressed by reducing the cost base and, where necessary, the dividend paid.

• The Group has no borrowings.

2 Critical accounting estimates and judgements in applying accounting policies

2.1 Accounting estimates and assumptions

2.1.1 Amortisation of deferred origination costs and deferred income

Deferred origination costs and deferred income are amortised on a straight-line basis over the estimated life of the underlying investment contract. Estimates are determined based on an analysis of recent experience. The estimate life is between 7 and 15 years depending on the product type. Certain contracts are amortised on actual life.

2.1.2 Recoverability of deferred origination costs

2.1.3 Fair value of financial investments

2.1.4 Intangible assets

The carrying amount, residual value and useful economic life of the Group's computer software is reviewed annually to determine whether there is any indication of impairment, or a change in residual value or expected useful life. If there is any indication of impairment, the asset's carrying value is revised.

2.2 Judgements

• to determine whether a provision or contingent liability is required in respect of any pending or threatened litigation, which is addressed in note 20 and note 26.

3 Financial risk management

Risk management objectives and risk policies

3.1 Market risk

Sensitivity analysis to market risk

Price risk

Unit linked funds are exposed to securities price risk as the investments held are subject to prices in the future which are uncertain. The fair value of financial assets (designated at fair value through profit or loss) exposed to price risk at 30 June 2024 was £1,087.0m (2023: £1,030.8m). In the event that investment income is affected by price risk then there will be an equal and opposite impact on the value of the changes in provisions for investment contract liabilities in the same accounting period.

An overall change in the market value of the unit-linked funds would affect the annual management charges accruing to the Group since these charges, which are typically 1% per annum, are based on the market value of contract holder assets under administration. The approximate impact on the Group's profits and equity of a 10% change in fund values, either as a result of price, interest rate or currency fluctuations, is £1.6m (2023: £1.6m).

Interest rate risk

Taking into account the proportion of Group funds held on longer-term, fixed-rate deposits, a change of 1% per annum in interest rates will result in an increase or decrease of approximately £0.6m (2023: £0.6m) in the Group's annual investment income and equity.

A summary of the Group's liquid assets at the balance sheet date is set out in note 3.2.

• Currency risk
• (i) Group foreign currency exposures

The Group is exposed to currency risk on the foreign currency denominated bank balances, contract fees receivable and other liquid assets that it holds to the extent that they do not match liabilities in those currencies. The Group receives 85% (2023: 87%) of premiums in US Dollars and settles the majority of expenses in Sterling. The impact of currency risk is minimised by regular conversion of excess foreign currency funds to sterling. The Group does not hedge foreign currency cash flows.

At the balance sheet date, the Group had exposures in the following currencies:

The approximate effect on profit before tax of a 5% change: in the value of US dollars to sterling is £0.2m (2023: £0.1m); in the value of the euro to sterling is less than £0.1m (2023: less than £0.1m); and in the value of the yen to sterling is less than £0.1m (2023: less than £0.1m).

(ii) Financial investments by currency

The sensitivity of the Group to the currency risk inherent in investments held to cover financial liabilities under investment contracts is incorporated within the analysis set out in (a) above.

At the balance sheet date, the analysis of financial investments by currency denomination is as follows, US dollars: 75% (2023: 71%); euro: 5% (2023: 8%); sterling: 19% (2023: 20%); other: 1% (2023: 1%).

3.2 Credit risk

The Group has an exposure to credit risk in relation to its deposits with credit institutions, its investments in unitised money market funds and its investment in a bond portfolio. To manage these risks, deposits and the bond portfolio are placed in accordance with established policy, with credit institutions having a short-term rating of at least F1 or P1 from Fitch IBCA and Moody's respectively and a long-term rating of at least A or A3. Investments in unitised money market funds are made only where such fund is AAA rated. Additionally, maximum counterparty exposure limits are set both at an individual subsidiary company level and on a Group-wide basis.

Deposits and cash with credit institutions and investments in unitised money market funds

Expected credit losses are based on the historic levels of loss experienced for the relevant financial assets, with consideration given to forward looking information. The following table sets out the movement in expected credit losses.

At the balance sheet date, an analysis of the Group's cash and deposit balances was as follows:

3.3 Liquidity risk

Liquidity risk is principally managed in the following ways:

• Assets of a suitable marketability are held to meet contract holder liabilities as they fall due.

3.3.1 Undiscounted contractual maturity analysis

Set out below is a summary of the undiscounted contractual maturity profile of the Group's assets.

There is no significant difference between the value of the Group's assets on an undiscounted basis and the balance sheet values.

There is no significant difference between the value of the Group's liabilities on an undiscounted basis and the balance sheet values.

Financial liabilities under investment contracts with a contractual maturity are deemed to repayable and transferable on demand and have not been discounted in the balance sheet.

3.4 Insurance risk

3.4.1 Lapse risk

3.5 Classification and subsequent measurement of financial assets and liabilities

The subsequent measurement of each class of financial assets is defined in the below table:

3.6 Fair value of financial assets and liabilities

The following table analyses the Group's financial assets and liabilities at fair value through profit or loss, at 30 June 2024:

Financial liabilities at fair value through profit or loss are classified as level 2 on the basis that they relate to policies investing in financial assets at fair value through profit and loss.

During the year ended 30 June 2024, £0.4m of bond investments were transferred from Level 1 to Level 2 following a review of their underlying valuation inputs. A further £0.4m of similar assets were reclassified from Level 3 to Level 2 as a result of the same classification review, reflecting that the value of these assets were based on observable market data and changes to the details of the security. All other notable movements between investment levels have been detailed below in the reconciliation between opening and closing balances of Level 3 assets.

Valuation techniques and significant unobservable inputs

* Hansard Worldwide, which is based in the Bahamas, fully reinsures its business to Hansard International. All external fees and commissions for Hansard Worldwide are therefore presented within the Isle of Man category. These amounted to £3.8m in 2024 (2023: £3.2m). The fees shown in the table above in respect of The Bahamas represent fees received by Hansard Worldwide from Hansard International.

4.2 Geographical analysis of profit before taxation

* Includes assets held in the Isle of Man in connection with policies written in The Bahamas. As at 30 June 2023 these amounted to £240.6m (30 June 2023: £178.5m).

4.4 Geographical analysis of gross liabilities

The above information includes Directors' remuneration (excluding Non-executive Directors' fees).

9.2 The average number of employees during the year was as follows:

10 Taxation

The corporation tax expense for the Group for 2024 was £0.1m (2023: £0.2m). Corporation tax is charged on any profits arising at the following rates depending on location of the company or branch:

Isle of Man 0% (2023: 0%)

Republic of Ireland 12.5% (2023: 12.5%)

Japan branch 23.2% (2023: 23.2%)

Labuan 24% (2023: 24%)

The Bahamas 0% (2023: 0%)

No deferred tax asset is currently being recorded in relation to losses arising in Hansard Europe.

The OECD's Pillar II global minimum tax, based on the Global Anti-Base Erosion (GloBE) Model Rules, is not expected to have an impact on the Group, as the Group's total revenue is less than €750m.

11 Earnings per share

The Directors believe that there is no material difference between the weighted average number of shares in issue for the purposes of calculating either basic or diluted earnings per share. Earnings under either measure is 3.8p per share (2023: 4.1p).

12 Dividends

The following dividends have been paid by the Group during the year:

The Board has resolved to pay a final dividend of 2.65p per share on 14 November 2024, subject to approval at the Annual General Meeting, based on shareholders on the register on 4 October 2024.

13 Intangible assets and property, plant and equipment

Intangible Assets

The increase in computer software relates to capitalised costs associated with the development of a replacement policy administration system. Following the migration of the Group's policyholder book to the new system, amortisation commenced on 1st March 2024.The asset will be amortised over 15 years based on management's assessment of the useful economic life of the asset.

The cost of computer software includes £13.3m of externally generated costs (2023: £11.2m) and £9.8m of internally generated costs (2023: £8.7m). £1.1m of amortisation currently relates to externally generated costs (2023: £0.8m) and £0.2m relates to internally generated costs (2023: £Nil)

Property, plant and equipment

Depreciation is calculated so as to amortise the cost of tangible assets, less their estimated residual values, on a straight-line basis over the expected useful economic lives of the assets concerned and is included in administration and other expenses in the consolidated statement of comprehensive income.

The economic lives used for this purpose are:

Right of use assets are depreciated over the useful life of the lease.

IFRS 16 - Leases

In determining the lease terms utilised in assessing the position under IFRS 16, management considers break clauses in leases, where appropriate. No potential future outflows exist on leases beyond the break clause (2023: £nil). During the prior year the Group made the decision to change their position on the likelihood of exercising the break clause for the leases at the Group's head office. The previous position assumed that these break clauses would be exercised. The Group now believes that the terms of the leases have become more favorable in the current high inflation environment, as well as the amount spent on infrastructure at the property means it is likely that the leases will continue past their break clause. As a result, the company recognised additions of £0.9m in both the right-of-use asset and lease liability as at 30 June 2023.

The recognition of the right-of-use asset represents an increase in the property, plant and equipment figure of £2.1m (30 June 2023: £2.4m). Lease liabilities relating to the right-of-use asset are included within other payables. The interest recognised on the lease liabilities in respect of the right of use asset was £0.1m (30 June 2023: £0.1m).

During the year ended 30 June 2021, the Group entered into a sub-lease for part of a building that is reported as a right-of-use asset. The group has classified the sub-lease as an operating lease, as it does not transfer substantially all of the risks and rewards incidental to the ownership of the sub-let asset. During the year ending 30 June 2024, the Group recognised rental income of less than £0.1m (2023: less than £0.1m).

14 Deferred origination costs

The amount of deferred origination costs amortised each year is determined by the estimated lives of the Group's products (note 2). Reducing the estimated life of the total portfolio by 1 year would increase the annual amortisation for the next financial year by £1.3m. Increasing the estimated life of the total portfolio by 1 year would reduce the annual amortisation for the next financial year by £1.1m. Offsetting movements would also arise in deferred income as outlined in note 18.

The movement in value over the financial year is summarised below.

Due to the short-term nature of these assets the carrying value is considered to reflect fair value.

16 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid investments with a minimal cost to be converted to cash, typically with original maturities of three months or less, net of short-term overdraft positions where a right of set-off exists. In the below table, Money market funds includes all immediately available cash, other than specific short-term deposits.

Cash and cash equivalents are recognised on receipt prior to investment to contract holder funds.

17 Financial liabilities under investment contracts

17.1 Investment contract liabilities, premiums and benefits paid

17.1.1 Investment contract liabilities

17.1.2 Investment contract premiums

17.1.3 Benefits paid

17.2 Movement in financial liabilities under investment contracts

The other receivables and other payables fair value approximates amortised cost.

17.4 Amounts due to investment contract holders

Where financial liabilities under investment contracts mature or are redeemed by contact holders, such amounts payable are recorded as amounts due to investment contract holders.

18 Deferred income

The amount of deferred income amortised each year is determined by the estimated lives of the Group's products. Reducing the estimated life of the total portfolio by 1 year would increase the annual amortisation for the next financial year by £1.6m. Increasing the estimated life of the total portfolio by 1 year would reduce the annual amortisation for the next financial year by £1.4m. Offsetting movements would also arise in deferred income as outlined in note 14.

The movement in value of deferred income over the financial year is summarised below.

21 Capital management

It is the Group's policy to maintain a strong capital base in order to:

• satisfy the requirements of its contract holders, creditors and regulators.
• maintain financial strength to support new business growth and create shareholder value.
• generate operating cash flows to meet dividend requirements.

The Company monitors capital on two bases:

• the total shareholder's equity, as per the balance sheet; and
• the capital requirement of the relevant supervisory bodies, where subsidiaries are regulated.

The Group's policy is for each company to hold the higher of:

• the Company's internal assessment of the capital required; or
• the capital requirement of the relevant supervisory body, where applicable.

The Group's lead regulator, the Isle of Man FSA, monitors capital requirements for the Group as a whole. The insurance subsidiaries are directly supervised by their local regulators. The lead regulator's approach to the measurement of capital adequacy is primarily based on monitoring the relationship of the Solvency Capital Requirement ('SCR') to regulatory capital. All regulated entities within the Group exceed the minimum solvency requirements at the balance sheet date. The capital held within Hansard Europe is considered not to be available for dividend to Hansard Global plc until such time as the legal cases referred to in note 26 are substantially resolved.

22 Share capital

No shares (2023: nil) were issued or bought back in the year.

23 Other reserves

Included within other reserves is an amount representing 1,257,000 (2023: 557,000) ordinary shares held by the Group's employee benefit trust ('EBT') which were acquired at a cost of £0.5m (see note 24). The ordinary shares held by the trustee of the Group's employee benefit trust are treated as treasury shares in the consolidated balance sheet in accordance with IAS 32 ''Financial Instruments: Presentation''.

24 Equity settled share-based payments

24.1 SAYE program

At the date of this report, the following options remain outstanding under each tranche:

A summary of the transactions in the existing SAYE programs during the year is as follows:

There were no new options granted during the current financial year.

24.2 Incentive Plan Employee Benefit Trust

The Trust has been funded by way of a loan, and as at 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023: £199,000). As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000). 74,899 shares vested during the year ended 30 June 2024 (2023: none) and have not yet been transferred.

During the period the expense arising from share-based payment transactions was £0.1m (2023: £0.05m).

25 Related party transactions

25.1 Intra-group transactions

25.2 Key management personnel compensation

Key management consists of 21 individuals (2023: 20), being members of the Group's Executive Committee, executive Directors of direct subsidiaries of the Company and the Non-executive Directors of both the Group and subsidiary companies.

The aggregate remuneration paid to key management during the year-ended 30 June was as follows:

There were no outstanding amounts as at 30 June 2024 (2023: nil).

25.3 Transactions with controlling shareholder

Dr L S Polonsky is regarded as the controlling shareholder of the Group, as defined by the Listing Rules of the Financial Conduct Authority. In the year ending 30 June 2024 there were no transactions with Dr Polonsky (2023: nil).

25.4 Incentive Plan Employee Benefit Trust

An Employee Benefit Trust was established in February 2018 to hold shares awarded to employees as an incentive on a deferred basis. The Trust has been funded by way of a loan, and as at 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023: £199,000). As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000).

26 Contingent liabilities

26.1 Litigation

As reported previously, the Group has been subject to a number of complaints in relation to the selection and performance of assets linked to contracts. The Group has been served with a number of writs arising from such complaints and other asset-related issues. Most of the writs relate to historic business written prior to the closure to new business of Hansard Europe in 2013, with a minimal number relating to Hansard International Limited. Most of the cases have arisen in Italy, with a smaller number in Belgium and Germany.

As at 30 June 2024, the Group had been served with cumulative writs with a net exposure totalling €23.8m, or £20.2m in sterling terms (30 June 2023: €26.1m / £22.4m) arising from contract holder complaints and other asset performance-related issues. The primary reason for the decrease in contingent liabilities is due to a case with a potential exposure of approximately £1.4m now considered to be remote and thus outside the scope of a contingent liability, as well as a reduction in the number of German cases.

During the year, the Group successfully defended eight cases with net exposures of approximately £1.3m, five of which may be appealed by the plaintiffs (2023: successfully defended fifteen cases with net exposures of £1.9m). These successes continue to affirm confidence in the Group's legal arguments.

We have previously noted that we expect a number of our claims to ultimately be covered by our Group insurance cover. During 2024 we recorded £0.7m (2023: £0.1m) in total recoveries during the year in relation to costs paid by the Group. We expect such reimbursement to continue during the course of that litigation.

While it is not possible to forecast or determine the final results of pending or threatened legal proceedings, based on the pleadings and advice received from the Group's legal representatives, the Directors believe that the Group has strong defences to such claims. Notwithstanding this, there may be circumstances where in order to avoid the expense and distraction of protracted litigation the Board may consider it in the best interests of the Group and its shareholders to reach a commercial resolution with regard to certain of these claims. Such cases totalled less than £0.4m (2023: less than £0.1m) during the period. A provision of £0.5m (2023: £0.1m) has been provided where based on past experience it is expected that future settlements may be reached. Where an established pattern of settlement is established for any grouping of claims, a provision for expected future settlements is made in line with IAS 37. This is outlined in Note 20.

It is not possible at this time to make any further reliable estimates of liability. Accordingly, no further provisions have been made beyond those noted above.

Between 30 June 2024 and the date of this report, there have been no material developments.

26.2 Isle of Man Policyholders' Compensation Scheme

27 Foreign exchange rates

The notes on pages 136 to 142 form an integral part of these financial statements.

Hansard Global plc Parent Company Balance Sheet As at 30 June 2024

The notes on pages 136 to 142 form an integral part of these financial statements.

Thomas Morfett David Peach

Director Director

Hansard Global plc Parent Company Cash Flow Statement for the year ended 30 June 2024

The notes on pages 136 to 142 form an integral part of these financial statements.

Notes to the parent company financial statements

1 General information

The Company has its primary listing on the London Stock Exchange

2 Significant accounting policies

2.1 Basis of preparation

The individual financial statements of the Company have been prepared on a going concern basis in compliance with United Kingdom Standards including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ("FRS 102") and the Isle of Man Companies Acts 1931 to 2004. They are prepared under the historical cost convention. In accordance with the provisions of the Isle of Man Companies Act 1982 the Company has not presented its own profit and loss account. The Company's profit for the year ended 30 June 2024, including dividends received from subsidiaries, was £5.2m (2023: £6.2m).

2.2 Investment income

Investment income includes interest and dividends. Interest is accounted for on an accruals basis. Dividends are accrued on an ex-dividend basis.

2.3 Dividends payable

2.4 Revenue recognition

2.5 Employee benefits

2.6 Investments in subsidiaries

Investments in subsidiary companies are held at cost, adjusted for any impairment.

2.7 Foreign currencies

2.8 Property, plant, and equipment

Property, plant and equipment is stated at historic purchase cost less accumulated depreciation.

2.9 Intangible assets

2.10 Cash and cash equivalents

2.11 Financial instruments

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

• Financial assets
• Financial liabilities.

2.12 Operating lease assets

2.13 Share capital

Ordinary shares are classified as equity.

2.14 Related parties

3 Critical accounting estimates and judgements in applying accounting polices

There are no areas in which the Company applies significant accounting estimates or assumptions.

4 Investment in subsidiary companies

Subsidiary company

Hansard International Limited

Hansard Worldwide Limited (incorporated in The Bahamas)

Hansard Europe Designated Activity Company (incorporated in the Republic of Ireland)

Hansard Development Services Limited

Hansard Administration Services Limited

5 Amounts due from / (due to) subsidiary companies

6 Intangible assets

The asset was brought into use as at 1 March 2024 and will be amortised over 15 years based on management's assessment of the useful economic life of the asset.

The cost of computer software includes £13.6m of externally generated costs (2023: £11.2m) and £10.1m of internally generated costs (2023: £8.7m). Amortisation includes £0.3m of externally generated costs (2023: £Nil) and £0.2m of internally generated costs (2023: £Nil).

7 Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation and any impairment. The historical cost of property, computer equipment and fixtures & fittings is the purchase cost, together with any incremental costs directly attributable to the acquisition.

The economic lives used for this purpose are:

Fixtures & fittings 4-10 years

During the year no shares were issued or bought back (2023: nil).

The Company has previously received clearance from the London Stock Exchange to list a maximum of 1,200,000 shares necessary to meet its obligations to employees under the terms of the employee share save (SAYE) scheme. As at 30 June 2024 924,123 shares remained available for listing (2023: 924,123).

9 Related party transactions

The company has wholly owned subsidiaries as referred to in Note 4. Dr L S Polonsky is regarded as the controlling shareholder of the Group, as defined by the Listing Rules of the Financial Conduct Authority.

During the year fees totalling £0.3m (2023: £0.3m) were paid to Non-executive Directors.

10 Equity settled share-based payments

10.1 SAYE program

Shareholders have approved a Save as You Earn ("SAYE") share save program for employees. The scheme is a standard SAYE plan, approved by the Revenue Authorities in the Isle of Man and is available to eligible employees. Under the terms of the scheme, individuals can invest up to £500 per month for a three or five-year period to purchase shares at a price not less than 80% of the market price on the date of the invitation to participate.

Details are available in note 24 to the consolidated financial statements.

10.2 Incentive Plan Employee Benefit Trust

An Employee Benefit Trust was established in February 2018 to hold shares awarded to employees as an incentive on a deferred basis. Shares awarded under the scheme are purchased by the Trust in the open market and held until vesting. Awards made under the scheme would normally vest after three years. The shares are granted at fair value which is based on the market value of the shares on that date.

The Trust has been funded by way of a loan, and as at 30 June 2024 the outstanding balance on the loan was £554,000 (30 June 2023: £223,000). As at 30 June 2024 the Trust held 1,257,000 shares (2023: 557,000). 74,899 shares vested during the year ended 30 June 2024 (2023: none) and have not yet been transferred.

During the period the expense arising from share-based payment transactions was £0.1m (2023: £0.05m).

11 Events after the reporting period

OTHER INFORMATION

Risk Based Solvency Capital

Risk Based Solvency capital position

The Group is subject to the Isle of Man Insurance (Group Supervision) Regulations 2019.

It has adopted the default consolidated accounts method ("Method 1") to calculate the Group Solvency Capital Requirement ("SCR") and Own Funds as required by these regulations. The solvency position as 30 June 2024 has been reported below on this basis.

The Group shareholder Risk Based Solvency surplus at 30 June 2024 was £39.4m (30 June 2023: £44.6m;), before allowing for payment of the 2024 final ordinary dividend.

All Own Funds are considered Tier 1 capital.

The following compares Own Funds as at 30 June 2024 and 30 June 2023:

Analysis of movement in Group Solvency surplus

A summary of the movement in Group Solvency surplus from £44.6m at 30 June 2023 to £39.4m at 30 June 2024 is set out in the table below.

£m

The movement in Group Risk Based Solvency surplus the 2024 financial year was the result of dividends paid, operating experience and negative exchange rate movements, offset by changes in assumptions and positive investment market performance. The change in assumptions captures the impact of the recent change to the Risk Margin calculation methodology implemented by the IOMFSA.

New business written had a negative £4.4m impact on solvency surplus for the period.

Analysis of Group Solvency Capital Requirement

The analysis of the Group's Solvency Capital Requirement ("SCR") by risk type is as follows:

• Reconciliation of IFRS equity to Group Risk Based Solvency Shareholder Own Funds

** Other is related to Intangible Assets not recognised on the solvency balance sheet.

Sensitivity analysis

Glossary

Annualised premium equivalent ("APE")

Assets under administration ("AUA")

Compensation Credit ("CC")

The Group's prime indicator of calculating new business production, weighted where appropriate. This indicates the relative value of each piece of new business and is used, therefore, in the calculation of commission payable.

Corporate Governance Code ("the Code")

Covered business

Deferred origination costs ("DOC")

Deferred income ("DIR")

Discounting

Earnings per share ("EPS")

Economic assumptions

Assumptions in relation to future interest rates, investment returns, inflation, and tax.

Enterprise risk management ("ERM") programme.

Group

Hansard Global plc and its subsidiaries.

Growth investment spend

Costs we incur investing in the future of our business, including technology to support our growth.

Independent Financial Advisors ("IFAs")

In-force

International Financial Reporting Standards ("IFRS")

IFRS equity per share

Total IFRS equity divided by the diluted number of issued shares at the end of the period.

Key performance indicator ("KPI")

This is one of a number of measures by reference to which the development, performance or position of the business can be measured effectively.

Maintenance expenses

Net worth

The market value of the shareholders' funds, determined on an IFRS basis, adjusted to exclude certain assets such as the deferred origination costs and liabilities such as deferred income and to add back any non-admissible assets. This has been adjusted for statutory reserves on the "Own Funds" basis.

New business contribution ("NBC")

The expected present value of all future cash flows attributable to shareholders from new business. NBC is calculated after the effect of any frictional costs. Unless otherwise stated, it is also quoted net of tax. It is calculated at point of sale. NBC is shown after allowing for the cost of required capital, calculated on the same basis as in-force business.

New business margin ("NBM")

NBC expressed as a percentage of PVNBP. This measures whether new business written is adding value or eroding value. It is a measure of profitability (not profit), comparing the expected profit (or losses) with the value of expected premiums.

New business strain ("NBS")

Costs involved in acquiring new business (such as commission payments to intermediaries, expenses, and reserves) affecting the insurance company's financial position at that point and where all of the income from that new business (including premiums and investment income) has not yet been received and will not be received until a point in the future. To begin with, therefore, a strain may be created where cash outflows exceed inflows.

Origination costs

Own Funds

Present value of new business premiums ("PVNBP")

Regular premium

Risk Based Solvency

Risk discount rate

Single premium

Solvency II

Unit-linked policy

Value of In-force ("VIF")

Financial Calendar

Financial Calendar for the financial year ending 30 June 2025