Annual Results for the year ended 31 December 2021

RNS Number : 7633E

Gresham House PLC

15 March 2022

 

15 March 2022

Gresham House plc

("Gresham House," "the Group" or "the Company")

Annual Results for the year ended 31 December 2021

65% AUM increase to £6.5bn with strong organic growth

The Board of Gresham House plc, (AIM: GHE), the specialist alternative asset manager, is pleased to announce a year of significant growth, both organically and through acquisitions. Assets under management (AUM) rose 65% to £6.5 billion. Growth in AUM has led to material growth in revenue, operating margin and profit. The Group made strong progress against its GH25 strategic objectives and increased its AUM target in November 2021 to £8.0 billion. The Board is pleased to confirm that following the achievement of adjusted diluted EPS of 49.4p, up 50%, it is recommending a 67% increase in the dividend to 10.0 pence (2020: 6.0 pence).

Financial highlights

	As at/for the year to 31 Dec 2021	As at/for the year to 31 Dec 2020	Change (%)
Assets under management (£bn)	6.5	4.0	+65%
Cash and liquid assets (£mn)	78.3	45.1	+73%
Net core income (£mn)	61.6	40.8	+51%
Adjusted operating profit (£mn)	20.2	12.1	+67%
Performance fees and development gains net of costs (£mn)	3.5	1.0	+250%
Comprehensive net income (£mn)	12.0	0.8	+1394%
Adjusted diluted Earnings Per Share (p)	49.4p	32.9p	+50%
Dividend (p)	10.0	6.0	+67%

· Substantial AUM growth of 65% to £6.5 billion (2020: £4.0 billion), with organic growth of £1.9 billion (c.50%)

o  Driven by strong fundraising, targeted acquisitions, and investment performance

· Strong net core income growth of 51% to £61.6 million (2020: £40.8 million)

· Growth in adjusted operating profit of 67% to £20.2 million (2020: £12.1 million) and 50% increase to adjusted diluted EPS to 49.4 pence (2020: 32.9 pence)

· Return on Capital Employed increased to 34.1% (2020: 16.0%)

· Final dividend proposed to increase by 67% to 10.0 pence (2020: 6.0 pence)

· Strong balance sheet with £40.3 million cash; £20.0 million undrawn RCF; plus £38.0 million investments

Strategic highlights

· Outstanding fundraising performance, with net inflows of £1.2 billion (2020: £0.4 billion) across all of the Group's strategies, including:

o  £206 million of net inflows in Strategic Equity open-ended and VCT funds

o  £100 million of additional fundraising for Gresham House Energy Storage Fund plc (GRID)

o  £202 million raised for new forestry fund Gresham House Forest Growth & Sustainability LP

o  £150 million BSIF II LP, the Group's second sustainable infrastructure fund

o  £430 million from AXA IM Alts Australian forestry mandate

· Continued growth and diversification of client base across broadening range of institutional and wholesale investors

o  Driven by product development and targeting of growing channels

· Targeted acquisitions have enhanced AUM by £625 million and enhanced the Group's potential:

o  International footprint established following completion of Appian Asset Management Limited acquisition, an EU-based AIFM in June 2021

o  Private Equity platform substantially augmented by acquisition of VCT business of Mobeus Equity Partners LLP in October 2021

· Further established market leadership in sustainability across battery storage, solar, wind, forestry, housing, and sustainable infrastructure

· Continued investment in talent to facilitate future growth in AUM

· Leading position in UK forestry in 2021 supports winning of international mandates in Australia and Ireland

· Well positioned for further growth across all asset classes in 2022 and beyond

GH25 upgrades

· GH25 five-year strategy target for AUM increased from £6.0 billion to £8.0+ billion

· EBITDA margin of 32.7% (2020: 29.6%), on track to achieve 40.0% target

· GH25 ROCE target raised from 15% to '20% over the medium term'

· Dividend policy established to target three times adjusted operating profits coverage by the end of GH25

Commenting on the results, Tony Dalwood, Chief Executive of Gresham House, said:

"Throughout 2021 we made exceptional progress on the delivery of our GH25 five-year strategy and are reporting outstanding growth in AUM, profitability and revenue. We are focused on private assets which exhibit long-term superior investment returns alongside sustainability characteristics.

"We have demonstrated our ability to grow organically and to add value through acquisitions, providing an exciting future for our Group. Gresham House Ireland and the Mobeus VCT businesses enhance the strategic ambitions and potential for the Group.

"Momentum across the business continues to be buoyed by the structural shift driving fund inflows into alternative asset classes as we continue to diversify our client base. Our ESG-focused strategy and strong investment performance mean we are well placed to capture the rising demand for investments that deliver both financial returns and sustainable, climate-based solutions.

"In light of our excellent 2021 performance, we are well on track to achieve our GH25 objectives and have therefore upgraded our targets in accordance with our ambition and strategic goals. Despite the current macroeconomic environment and geo-political events, we are confident of further growth throughout 2022 as we continue to deliver value to all our stakeholders."

Gresham House is hosting its Annual Results webinar at 09:00am today.
Link: https://greshamhouse.zoom.us/webinar/register/WN_ReTB3jbdTVC_JbWkP2sEaQ

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014

For more information contact: 

Gresham House plc Tony Dalwood, Chief Executive Kevin Acton, Chief Financial Officer	[phone]
Houston Alexander Clelland Kay Larsen Joe Burgess	[e-mail] [phone]
Canaccord Genuity Limited - Nominated Adviser and Joint Broker Bobbie Hilliam Georgina McCooke	[phone]
Jefferies International Limited - Financial Adviser and Joint Broker Paul Nicholls Max Jones	[phone]

About Gresham House

Gresham House is a specialist alternative asset management group, focused on sustainable investments across a range of investment strategies, including forestry, housing, sustainable infrastructure, renewable energy and battery storage, public and private equity.

Our origins stretch back to 1857, while our focus is on the future and the long term. Quoted on the London Stock Exchange (GHE:LN) we actively manage £6.5 billion of assets on behalf of institutions, family offices, charities and endowments, private individuals and their advisers. We act responsibly within a culture of empowerment that encourages individual flair and entrepreneurial thinking.

As a signatory to the UN-supported Principles for Responsible Investment (PRI), our vision is to always make a positive social or environmental impact, while delivering on our commitments to shareholders, employees and investors. www.greshamhouse.com  

Chairman's statement

Introduction

I am pleased to report on a year of exceptionally strong, profitable growth for Gresham House, with substantial increases in assets under management (AUM) and margins complementing both organic and acquisitive progress. The business has adapted and delivered against its targets and made excellent strides against its GH25 ambitions while remaining resilient in the face of the ongoing pandemic and continued uncertainty in the markets. In light of this, we are increasing our GH25 Return on Capital Employed (ROCE) target from 15% to 20% average over the medium term as well as improving our dividend policy to target three times operating profit coverage by the end of GH25.

This resilience and continued growth momentum is a huge testament to our employees' dedication and the excellent performance of the management team, which has contributed to excellent shareholder value creation year after year. The dedication of the senior management team and the capability and integrity with which they lead the business permeates throughout the Group. An internal focus on both financial and strategic metrics has cultivated an ambitious and successful culture and, supported by excellent colleagues, the executive team has sought to establish the Gresham House brand as a symbol of superior investment performance, teamwork and ambition in pursuit of shareholder value creation. Meanwhile, share ownership throughout the organisation has promoted employee belief and alignment with the brand we are building.

Activity in the period

I am delighted to report that we have significantly accelerated our outstanding growth rate in AUM, increasing it 65% over the year. Organic growth included growing demand within the Forestry division resulting in new business AUM growth of over £600 million. As part of this Gresham House saw further international expansion with the completion of an Australian forestry mandate, announced on 9 December 2021, while significant fundraises were achieved across the Group within our British Sustainable Infrastructure Fund II LP, Gresham House Energy Storage Fund plc (GRID), Gresham House Forest Growth & Sustainability LP, and Gresham House Residential Secure Income LP (ReSI LP), as well as in our VCTs and equity funds.

Alongside strong organic growth, we also grew the business further through strategic acquisitions, namely Appian Asset Management Limited in June, as well as the VCT business of Mobeus Equity Partners LLP in October, adding a further £303 million and £369 million respectively in the year.

Given the significant progress made against our five-year strategy, GH25, we revised our AUM target upwards by 33% to £8 billion AUM in November, whilst maintaining the targets of 40% EBITDA margin and 15% ROCE by 2025. As a result of recent strong performance, we continue to track towards or exceed these financial targets with an EBITDA margin of 32.7% (2020: 29.6%) and ROCE¹ of 34.1% for 2021 (2020: 16.0%).

The Board was pleased to note that the 2021 Employee Engagement Survey demonstrated high levels of satisfaction and commitment amongst staff, with a 96% advocacy rate, against an external benchmark of 73%. The survey also showed a staff alignment score of 80%, against an external benchmark of 66%.

1. Return on capital employed defined as adjusted operating profit, plus net performance fees, net realised gains on development activity and fair value movements in investments less fair value movements on contingent consideration, divided by opening net assets, adjusted for shares issued in the year.

Sustainability

We continue with our aim to be a market leader in sustainability, with assets across battery storage, solar, wind and forestry, as well as housing and sustainable infrastructure. Core to this are the sustainability goals we set out as part of our GH25 strategy, first announced in March 2020, aiming to further develop the business as a leading specialist alternative asset manager with sustainability at its heart.

This year we established our Sustainability Committee, chaired by Gareth Davis, as a subcommittee of the Board to provide oversight and accountability for our sustainability-related practices across the business. The Committee met for the first time in August 2021 where a range of sustainability factors were discussed, including how we will advance our management of climate change-related risks and opportunities.

Going forward, we expect there will be an ever-increasing focus on impact and sustainable investments. It is now an important factor for all asset managers and a differentiator for Gresham House in the market.

Financials

I am very proud of the excellent results achieved by the Group this year. Alongside the substantial 65% growth in AUM, we saw net core income increase by 51% to reach £61.6 million (2020: £40.8 million), while adjusted operating profit was £20.2 million, growing by 67% (2020: £12.1 million). Net comprehensive income was up substantially to £12.0 million (2020: £0.8 million) and we also achieved ROCE of 34.1% (2020: 16.0%). Our balance sheet remains strong with £40.3 million of cash, £38.0 million of investments and £20.0 million of undrawn Revolving Credit Facility (RCF), leaving us very well positioned to support our ambitions and continue our exciting growth trajectory in 2022.

Dividend

We intend to increase the dividend for this year to 10.0 pence, an increase of 67% (2020: 6.0 pence). As outlined earlier, and as part of our GH25 strategy, we have reviewed our dividend policy to increase it to target adjusted operating profit coverage of three times by 2025. Shareholders should therefore look towards increasing dividends in the future.

Shareholders

Having raised £42.0 million via a placing alongside our acquisition of the VCT business of Mobeus Equity Partners LLP, we welcomed several new, long-term supportive shareholders to the register. We were delighted with the level of backing and we hope to continue engaging with both our current and new shareholders in the capital markets going forward. The company has evolved substantially from the sub-£15 million market capitalisation at the time the new management team commenced its plans in December 2014. We have benefited from a broadening of our shareholder base and look forward to attracting further new, long-term shareholders to continue the growth of the business.

Board

We were delighted to welcome Sarah Ing as the Audit Committee Chair Designate this year, who will take on full responsibility for the role following the retirement of our current Chair, Richard Chadwick, at the conclusion of the 2022 AGM. Sarah is a chartered accountant, with listed company experience as a Non-Executive Director on XPS Pensions Group plc and CMC Markets plc boards and is already adding value to the Board.

Richard leaves us after many years of exceptional service to Gresham House having seen the business go from a property-based investment company to the alternative asset manager we are today, and his knowledge of the corporate history has proved very valuable. We are extremely grateful for his contribution to this growth throughout his tenure and wish him well in his retirement.

Richard also holds the position of Senior Independent Director on the Board. I am pleased to be able to advise that this role will pass to Gareth Davis after the 2022 AGM.

Annual General Meeting

After two years of COVID-19 restrictions, requiring a virtual meeting, we can now at last revert to holding our Annual General Meetings in person again. The intention is therefore to look forward to welcoming shareholders to our 2022 AGM at Eversheds Sutherland (International) LLP, 100 Wood Street, London, on Thursday 12 May 2022.

Outlook

We have continued to establish ourselves as a significant player in alternative assets and sustainable investing, areas which have shown continued resilience during 2021, and we approach the year ahead with confidence. We have made excellent progress against our GH25 objectives and we have revised these upwards as we grow further. I believe that our product offering, and sustainable investment focus will continue to provide attractive investment characteristics to existing and potential clients seeking returns within a sustainability framework.

With the opportunities ahead we are confident that we will continue our strong growth momentum, in line with our ambitions, to create shareholder value and sustainable returns to clients and investors, and add further depth and breadth to our platform. My thanks go to all those within the Company for their hard work and dedication as well as the support from our clients and shareholders.

Anthony Townsend

Chairman

14 March 2022

Chief Executive's report

Strategic overview

Throughout 2021 we made excellent progress in the delivery of our GH25 five-year strategic plan launched in 2020. As we entered 2021 the UK, and indeed much of the world, was still operating under lockdown conditions. Nevertheless, the entire Gresham House team continued to demonstrate commitment, resilience and resourcefulness in the face of the economic and social challenges that the pandemic has created. We adapted in various ways as a company and continued to drive strong organic growth with progress evident across each of our asset classes. Importantly, investment performance for clients was also something to be proud of.

Gresham House delivered 65% growth in AUM by the year end, rising to £6.5 billion (2020: £4.0 billion). Organic growth represented c.50%, alongside two strategic acquisitions which increased AUM by a further c.15%.

The acquisition of Appian Asset Management, first announced at the end of 2020, completed in June 2021 to establish Gresham House Ireland (GHI). Based in Dublin, GHI is an active asset manager and the acquisition brought c.€350 million of AUM into Gresham House providing a platform for investment outside the UK, with an increasing emphasis on assets with a sustainability focus.

In October, we substantially built out our private equity capability with the acquisition of the VCT business of Mobeus Equity Partners LLP. The four Mobeus VCTs brought a combined AUM of £369 million and a high-quality, experienced team with complementary skills. Following this acquisition, Gresham House has become one of the leading players in the VCT market with combined AUM of £887 million across the Baronsmead and Mobeus brands.

As a result of both organic growth and these key acquisitions, I am delighted to report that our profitability rose 67%, whilst our margin increased to 33%, marking strong progress towards our GH25 target of 40% margin.

Momentum across the business continues to be buoyed by a structural shift in asset allocation by investors, including appetite for our sustainability-focused asset classes which continues to increase. Alternative assets proved robust during a volatile 2020, and in 2021 showed their ability to perform.

The World Economic Forum's Global Risk Report 2021 highlighted that over the next ten years environmental risks are the five most critical long-term threats to the world, with the three most severe risks identified as climate action failure, extreme weather, and biodiversity loss. Many of our funds are seeking to address these crucial areas.

Global sustainable fund assets doubled in just a six-month period to reach $3.9 trillion in September 2021, according to financial services information provider Morningstar. Globally, alternative assets under management are set to continue to grow strongly from $13.32 trillion at the end of 2021 to $23.21 trillion by 2026.

Throughout 2021, demand and allocations to Gresham House managed funds with a sustainable investment focus saw significant growth, and this trend is expected to continue into 2022 and beyond.

Throughout the year our market share in these assets continued to expand. We also grew our client base and welcomed new investors across the spectrum of institutional, family office, high net worth, wholesale and retail investors into our specialist and differentiated products and solutions.

The developments outlined above are driving continued shareholder value creation. Crucially, we have also delivered clear strategic progress driven by our ambitious, sustainability-focused culture and underpinned by rigorous internal processes. We ended the year with market-leading positions in several of our asset classes, notably VCT, forestry, housing and battery storage. We also developed our international profile, through an Australian forestry mandate that completed in December.

GH25

Our GH25 strategy was launched in March 2020 to articulate a five-year ambition with sustainability at the heart of our strategy. Within it we targeted long-term shareholder value by more than doubling AUM to over £6.0 billion, increasing operating margins to 40% and generating a target ROCE of 15% or above.

As a result of a very strong year of growth, we announced in November that we would raise our AUM target by 33% to greater than £8.0 billion.

Following continued expansion of the Group, we are proud to announce that we now intend to establish a dividend policy with a medium-term target of three times adjusted operating profits cover by 2025, to underline the increasing quality and profitability of the business alongside a recognition of the importance of income for some shareholders. Separately, we are also aiming to achieve an increased ROCE target to 20% over the medium term, recognising the importance shareholders place on capital returns.

Strategic objectives

As we move into 2022, Gresham House is firmly establishing itself as a leader in sustainable investment and best practice corporate governance.

We launched our inaugural Sustainable Investment Report in March 2021 and delivered a stewardship report, which received Financial Reporting Council approval. We also embedded our commitment to sustainability at the highest level of the business with the creation of our Board level Sustainability Committee. Within the business we also strive to achieve appropriate Diversity, Equity and Inclusion (DEI) objectives.

Gresham House has a leadership position across our specialist alternative investment activities. In battery storage, the Gresham House Energy Storage Fund plc (GRID) secured £280 million in debt and new funding in 2021 making it the largest fund of its kind in the UK. We are also the largest asset manager of forestry in the UK and continue to develop our international franchise with assets in Australia and Ireland. In Strategic Equity, the acquisition of the Mobeus VCTs business has expanded our VCT platform significantly to position us as a leading player in the sector.

The scale and scope of our business, and the central platform infrastructure we provide to support our investment strategies, have enabled us to deliver superior returns on funds managed, and industry leading growth in a number of our asset classes.

As part of the GH25 strategy we are committed to developing the business internationally and have made notable progress in establishing an overseas foothold during 2021 with the completion of the Appian acquisition to establish Gresham House Ireland and the Australian forestry mandate that was secured in December.

The Gresham House brand has continued to grow and to establish itself in the alternative investment sector during 2021. This has been clearly illustrated by the many awards won across the Group during the year, including winning best Alternatives Investment Management at both the Pensions Age Awards and Sustainable & ESG Investment Awards 2021.

Financial objectives

· AUM growth - 65% £2.5bn growth in 2021 - organic and acquisitive

· Operating margins - improved to 33% from 30% - investment in the business - creating a higher quality business, comparable to more mature peers

· Maintain ROCE of 15% on balance sheet in the medium term - hit 34% in 2021

Strategic objectives

· Recognised leader in sustainable investment and governance - multiple award wins, launched Sustainable Investment Report, Stewardship Report approved by the FRC, Sustainability Committee established at Gresham House plc Board level, DEI committee and actions being taken

  Superior returns for funds managed

o  Top Quartile - LF Gresham House UK Multi Cap Income Fund ranked second out of 84 funds in the UK Equity Income sector over three years to 31 December 2021 and remains number one in the sector since launch in June 2017.

o  Long-term performance - Forestry as an asset class continues to show very strong performance, with our mature retail forestry funds reporting an average return in excess of 13.6% since inception.

o  Outperforming target returns - GRID achieved a total return of 14.2% since IPO in 2018. BSIF Infrastructure achieved an IRR of 16.2% to 31 December 2021. ReSI plc total return of 27.0% in 2021.

· Leaders in our specialist areas

o  Largest battery storage investment trust in the UK and Europe, GRID.

o  Largest commercial forestry asset manager in the UK and now operating in Australia.

o  Second largest VCT player in the UK: Baronsmead and Mobeus VCTs.

· Develop the business internationally - Appian acquisition and Australian forestry.

· Enhance Gresham House brand - now an established asset manager that has become the go-to on our specialist asset classes (e.g. vertical farming alongside battery storage).
 

Employees and clients

People and culture

The Gresham House team has grown steadily in recent years and now totals 185 employees in the core asset management business. This expansion has been driven by our focus on investing in talent, bringing leading expertise into the business across all asset classes and activities.

With share ownership across the business, the ambitions of the business and its staff are closely aligned with those of our clients. Employees own c.10% of shares. We value our employees as our greatest asset and were delighted that our latest staff survey at the end of 2021 showed strong levels of advocacy for the business with 96% of staff happy to recommend Gresham House as a good place to work.

A dynamic, entrepreneurial and meritocratic culture is critical to our ongoing success and the significant new hires into the business, including key investment and distribution professionals, have further enhanced this.

Equally, we are committed to increasing Diversity, Equity and Inclusion (DEI) across the business and we have taken steps to achieve this through our participation in the #100BlackInterns programme, and the establishment of the Group's DEI Committee, which has launched a number of key initiatives.

We will continue to invest in our people, developing career aspirations as we consider this to be fundamental to achieving our growth ambitions for the business.

Clients

During 2021 we further expanded and diversified our client base at both an institutional and wholesale level, and welcomed James Lindsay as Head of Institutional Business, working alongside Heather Fleming and Catriona Buckley. We were pleased that new corporate pension schemes, such as Centrica invested in ReSI LP and that new institutional clients invested in the Gresham House Forest Growth & Sustainability LP. These are important steps as institutional clients begin to understand the returns and sustainability dynamics of investing in forestry. This highlights our ability to be able to increase the coverage of our fund offerings across wider distribution channels, carefully packaging our products into relevant fund structures for a wider range of clients.

We have also developed a number of relationships in the Strategic Equity division to provide access to a wider client base through platforms and wealth manager connections.

Sustainability

We are committed to embedding sustainability throughout the business to underpin the ESG focus of our investment approach.

In 2021 we established the Sustainability Committee as a sub-committee of the Board, chaired by Gareth Davis, to provide leadership for the implementation of this commitment with objectives for every employee across Gresham House.

We are also proud to be publishing our second annual Sustainable Investment Report.

We are focused on investments that both yield tangible and reliable returns for investors in our funds, whilst delivering positive social and environmental gains in areas that include battery storage, forestry and affordable housing.

We have set out a new Corporate Sustainability Strategy, with our ambitions built on three key pillars: Gresham House as a sustainable business and employer; a sustainable corporate citizen; and a sustainable investor.

Sustainable business and employer

Our growth will be influenced by our ability to successfully integrate sustainability authentically into our day-to-day business activities and our investment decisions. A key progressive step for this is our commitment to the Task Force on Climate-related Financial Disclosure (TCFD) reporting to assess our carbon footprint and continuously assess the measures we are taking to reduce it.

Sustainable corporate citizenship

We are fostering a commitment to corporate citizenship across the business through community and charitable initiatives including our support of the British Heart Foundation and Centrepoint. We are also committed to giving all employees two days volunteering leave per year to support employee engagement across the business but also to ensure our colleagues are contributing to wider society through charitable initiatives.

Sustainable investor

Solving some of the world's greatest challenges - climate change, biodiversity loss and social inequality - can be achieved through the creation of new innovative solutions and technology with private market capital investing in real assets. Private markets are widely considered to offer growth opportunities in sustainable investment alongside attractive financial returns. With sustainability as a core element of our investment activities, we are committed to achieving attractive financial returns for our clients whilst delivering sustainability-focused investment solutions and strategies.

We ensure best practice throughout our investment activities through constant assessment and evaluation.

AUM

	AUM as at 31 December 2020	Net fund flows1	Performance	Net funds won/ acquired	AUM as at 31 December 2021		AUM movement	AUM movement
	£mn	£mn	£mn	£mn	£mn		£ mn	%
Strategic Equity
Strategic Public Equity	508	179	162	188	1,037		529	104%
Private Equity	412	27	60	388	887		475	115%
Subtotal	920	206	222	576	1,924		1,004	109%
Real Assets
Forestry	1,811	611	531	-	2,953		1,142	63%
New Energy & Sustainable Infrastructure	932	258	23	-	1,213		281	30%
Real Estate	307	91	1	49	448		141	46%
Subtotal	3,050	960	555	49	4,614		1,564	51%
Total AUM	3,970	1,166	777	625	6,538		2,568	65%

¹ Includes funds raised, redemptions and distributions.

AUM growth in the year totalled 65%, closing the year out at £6.5 billion (2020: £4.0 billion). This was driven by organic growth of £1.9 billion (c.50% growth) and acquisitions which added a further £0.6 billion.

Net inflows in the year of £1.2 billion (2020: £0.4 billion) represented a great year for fundraising across all of the Group's strategies, ranging from net inflows in the Strategic Equity open-ended funds to consistent fundraising for GRID (£100 million), new forestry funds such as the Gresham House Forest Growth & Sustainability LP (£202 million) and BSIF II LP, our second sustainable infrastructure fund (£150 million).

The underlying funds have continued to perform well with performance driving AUM up by £0.8 billion (2020: £0.4 billion). This was notable in the Forestry strategy, where the independent valuations of the forests managed by the Group continued to rise in value, generating a further £0.5 billion in AUM.

We also added £0.6 billion in AUM through the acquisition of Appian Asset Management Limited (Appian), now Gresham House Ireland, which added £303 million across the Strategic Equity and Real Estate strategies, and £369 million through the acquisition of the Mobeus VCT business in October 2021.

Strategic Equity

In 2021, we significantly increased the scale and scope of the Gresham House VCT business through the acquisition of the Mobeus VCT business, alongside the Baronsmead VCTs, which raised £71 million in new funds. In combination with Baronsmead, the Gresham House VCT platform had AUM of £887 million at the end of December, the second largest manager in the UK. We welcome Trevor Hope, and Clive Austin, joining the Strategic Equity Executive Committee with Tania Hayes, Bevan Duncan and Ken Wotton.

We also delivered a very strong performance in 2021 from our open-ended funds, which nearly doubled in size, with growth driven by our substantially enhanced distribution capabilities.

Performance across all funds was strong. Strategic Equity Capital plc (SEC) delivered 26.6% growth in the year. There was 24.6% growth in the Gresham House UK Micro Cap Fund, and 26.5% growth in the Gresham House UK Smaller Companies Fund. The performance of Gresham House Strategic under our management over the six years delivered a total return of 141%, a substantial outperformance versus the 74% of its benchmark. As a result, our fund managers are widely recognised across the industry for their investment capabilities and our LF Gresham House UK Multi Cap Income Fund won the UK Equity Income category at the Investment Week Fund Manager of the Year Awards 2021.

Real Assets

Forestry

Through 2021, Forestry remained a compelling asset class for patient capital and we were pleased to see increasing appetite from UK institutional investors for our forestry funds. During the year, we launched the Gresham House Forest Growth & Sustainability LP. The fund raised £202 million over the year and will invest in forestry that addresses demand for timber and for carbon credits.

We also expanded our international footprint, establishing a foothold in Australia with the acquisition of Green Triangle Forest Products on behalf of AXA IM Alts. Building on this momentum, we intend to launch a dedicated International Forestry Fund in 2022.

New Energy - Battery Storage

Gresham House invests in battery storage via Gresham House Energy Storage Fund plc (GRID), the UK's largest fund investing in utility-scale battery energy storage systems.

During 2021, GRID raised £280 million, incorporating £100 million in an oversubscribed equity raise in July and a £180 million, five-year, debt facility secured in September 2021. GRID is seeing favourable developments in the battery storage market driven by Ofgem and National Grid and is very well funded to address these opportunities. During the year, the Group was able to develop and sell 50MW of operational utility-scale battery storage projects to GRID from the in-house battery storage project development pipeline.

GRID has also signed agreements for the acquisition of a further 425MW of shovel-ready capacity across seven projects during the period, which have, or shall, complete subject to certain conditions being met.  These projects progress our ambitions towards its target of c.1.3GW of operational capacity by H1 2023.

New Energy - Solar and Wind

In New Energy, Gresham House are investing in a range of assets including wind farms and solar parks. Gresham House manages 150MW of wind farms in the UK through Limited Partnership (LP) and unlisted structures and in 2021 acquired the 24MW Inverclyde Wind Farm in Scotland, which has a 15-year Power Purchase Agreement with Tesco.

In Solar, Gresham House is managing 92MW of solar parks - both roof and ground mounted solar assets - across 17 ground mounted sites and four companies owning many roof mounted assets. We also partnered with Anesco on a 200MW ground mounted solar portfolio pipeline.

Sustainable Infrastructure

We were pleased to raise £150 million for our second sustainable infrastructure fund, BSIF II LP, and deployment has been strong under Peter Bachmann and team.

Our investments directly address key sustainability challenges and provide innovative solutions that seek to enable a new, more sustainable, way of living. Areas within which we source investable solutions include: decarbonisation; digital inclusion; health and education;regeneration; resource efficiency; and waste solutions. In addition to funds already deployed, the team has an identified pipeline of £1.6 billion.

As part of our digital inclusion investment strategy, we have invested in three full fibre network providers: Borderlink, which targets the hard-to-reach parts of the Scottish and English Borders; Wildanet, which is focused on the rural areas of Cornwall and Devon; and Telcom, which focuses on apartment blocks and office buildings across the 'Northern Powerhouse' cities and towns.

We have also made notable headway in our resource efficiency investments, in particular in vertical farming with Fischer Farms, which is in the process of developing the world's largest vertical farm in Norfolk. This opens the potential to fund multiple replicas across the UK to meet high supermarket demand for leafy greens with strong sustainability credentials.

Real Estate

Our Real Estate funds (formerly known as Housing) saw strong fund inflows in 2021, with investors attracted to their stable and secure inflation-linked returns, alongside the clear social benefits of affordable housing. We closed a new shared ownership housing fund, ReSI LP led by Ben Fry, with commitments of £120.0 million at the end of 2021, and we have a strong investment pipeline in place for these funds.

Our listed vehicle, Residential Secure Income plc ( ReSI plc), which invests in independent retirement living and shared ownership, introduced charters in 2021 for the acquired shared ownership portfolios we own and manage, to ensure we embed best practice across our activities, and we also established a resident welfare team that supports digitally excluded residents.

The UK's shortage of affordable housing is well documented and caused by demographic trends and historic undersupply of new homes and Gresham House's listed and unlisted housing investment vehicles - Gresham House BSI Housing LP, ReSI plc and ReSI LP - address a range of affordable housing problems.

Moving into the current year, ReSI plc completed a £15.0 million equity raise on 3 February 2022, which together with existing capital resources and an ultra-long-term debt facility, will allow the fund to fully finance £39.0 million of accretive shared ownership transactions currently underway.

The Appian Burlington Property Fund, now managed by Gresham House Ireland, won the MSCI European Property Investment Award for the second year running and under the leadership of Patrick Lawless, our business in Ireland is well positioned. We are pleased to see the launch of the Credit Union Income Fund post year end. This fund invests in loans to Approved Housing Bodies (AHBs) to generate a secure and steady income from social housing.

Outlook

We are entering the third year of our GH25 five-year plan with an enhanced investment platform supported by strong performances across all asset classes which has driven the increase in our ROCE target over the medium term to 20% as well as the announcement of our dividend policy to reach three times coverage by 2025. The five-year plan exists to provide a clear framework for shareholder value creation. We are pleased to be successfully executing on that ambition and have plans to capture the increasing growth opportunities.

We approach 2022 with the world facing different challenges than those seen in 2021 as we hopefully move through the COVID-19 pandemic. However, we have to operate in a world coping with the Russian invasion of Ukraine alongside increasing inflationary pressures. The Group does not manage or own any Russian assets and have minimal exposure to assets that are exposed to Russian sanctions and we believe that we do not have any Russian shareholders.   These issues will see risk premia rise and have consequent impacts on valuations. It is important to remember that our asset classes and philosophy are long term. With that investment horizon in mind, the growth in demand for our product areas should continue its positive momentum.

We have a dynamic programme of fundraising mapped out for 2022 across all areas of the business, which will be well supported by our strong and diversified distribution channels, spanning institutional, wholesale, retail and high net worth investors and family offices.

We are committed to delivering a sustainable investment framework that will generate returns for both our investors and the wider environment, economy and society and anticipate further growth in investor appetite across new energy, sustainable infrastructure, forestry, real estate, and both public and private equity.

With improved margins and higher quality AUM, as we move into 2022, we are well positioned to benefit from investors' increasing demands for investment opportunities that address the most pressing issues of our time. The increased globalisation of investment allows our strategic positions in these specialist asset classes to scale substantially from this point. The Board is confident that the Group is on track for further growth in the coming year and beyond and will continue to deliver value for all our stakeholders.

Tony Dalwood

Chief Executive

14 March 2022

Financial review

The Group has continued its momentum in 2021, building on the foundations laid in 2020 and delivering exceptional growth in AUM and profits. We continued to face challenges from the COVID-19 pandemic in 2021; however, we demonstrated the quality of the business and the team, operating in an agile manner to deliver returns for shareholders and clients.

The Group has grown AUM by 65% in the year to 31 December 2021, with a closing AUM of £6.5 billion, up £2.5 billion in the year (2020: £4.0 billion). The AUM growth was driven by strong organic growth of c.50% (£1.9 billion), alongside the acquisitions of the Mobeus VCT business and Appian Asset Management Limited (Appian), the EU-based AIFM, adding a further £0.6 billion in the year. This growth has helped to increase net core income in the year by 51% to £61.6 million (2020: £40.8 million) and deliver an adjusted operating profit of £20.2 million, up 67% in the year (2020: £12.1 million).

The performance of funds managed by the Group has also delivered net performance fees of £1.7 million (2020: £nil) highlighting the team's strong performance for clients in the year.

The Group has continued to use its balance sheet to develop projects and support the growth of the business, with the sale of battery storage projects and other development activity delivering an additional £1.8 million in net gains in the year (2020: £1.0 million).

Total comprehensive net income after the deduction of tax, amortisation and other acquisition-related costs has delivered a profit of £12.0 million (2020: £0.8 million). As a result of the improvement in the Group's profitability and growth in the business, we have reviewed the dividend policy and are looking to target dividend cover of three times by the end of the GH25 strategic plan in 2025. We are therefore pleased to announce our intention to increase the final dividend by 67% to 10.0 pence for the year ended 31 December 2021, building on the Group's 2020 final dividend of 6.0 pence.

We present the performance of the Group using the non-GAAP adjusted operating profit metric. The aim of the adjusted operating profit metric is to show the true performance of the core asset management business through the management fee income and revenues earned, less the administrative overheads associated with delivering asset management services. The adjusted operating profit metric below highlights the performance of the core asset management business separately from performance fees and gains on the sale of development projects. The performance fees and gains on the sale of development projects are presented alongside the variable compensation costs payable as a result of their generation, to show the net impact on the Group.

The adjusted operating profit metric thereby excludes depreciation and amortisation, exceptional items from acquisition costs and restructuring and acquisition-related share-based payments and remuneration, as they are effectively an earn out paid to the sellers of businesses acquired rather than an operating expense.

Adjusted operating profit

	2021	2020
	£'000	£'000
Income	63,060	41,936
Dividend income from associates	285	202
Gross core income	63,345	42,138
Rebates, distribution costs and fundraising costs	(1,736)	(1,364)
Net core income	61,609	40,774
Administration overheads (excluding amortisation, depreciation, exceptional items and acquisition-related share-based payment charges)	(41,128)	(28,690)
Finance costs	(311)	(25)
Adjusted operating profit	20,170	12,059
Adjusted operating margin	32.7%	29.6%
Performance fees (gross)	6,163	-
Variable compensation attributable to performance fees	(4,449)	-
Performance fees net of costs	1,714	-
Gains on development projects	2,932	3,482
Variable compensation attributable to gains on development projects	(689)	(2,474)
Development project costs	(470)	-
Net development gains	1,773	1,008
Performance fees and development gains net of costs	3,487	1,008
Adjusted operating profit, performance fees and development project gains net of costs	23,657	13,067
Non-core operating revenues	1,140	-
Costs relating to non-core operating revenues	(1,102)	-
Net non-core activity	38	-
Amortisation and depreciation	(9,475)	(8,931)
Exceptional items	(3,215)	(1,775)
Acquisition related share-based payment and remuneration charges	(1,067)	(593)
Net gains/(losses) on investments and fair value movements*	6,224	134
Tax	(4,107)	(1,084)
Operating profit after tax	12,055	818
Loss from discontinued operations	(14)	(12)
Total comprehensive net income	12,041	806

*Excluding dividend income from associates of £0.3 million (2020: £0.2 million) and gains on development projects of £2.9 million (2020: £3.5 million).

The adjusted operating profit metric has increased to £20.2 million (2020: £12.1 million) and the adjusted operating margin based on net core income increased to 32.7% (2020: 29.6%) showing the operating model of the business coming through in margin improvement as we target a 40% operating margin as part of the GH25 strategy.

Income

	2021	2020
	£'000	£'000
Asset management income	62,162	40,304
Dividend and investment income	590	554
Other income	308	1,078
Total income	63,060	41,936
Dividend income from associates	285	202
Gross core income	63,345	42,138
Rebates, distribution costs and fundraising costs	(1,736)	(1,364)
Net core income	61,609	40,774

Net core income

Total net core income has increased by 51% in the year to £61.6 million (2020: £40.8 million), driven by the strong c.50% organic growth in AUM in the year to £6.5 billion (2020: £4.0 billion). This increase includes the revenues generated by the acquisition of the Mobeus VCT business from October 2021 and Appian, the EU-based AIFM, from June 2021. We present net core income to reflect the rebates, distribution costs and fundraising fees paid to deliver core income by the Group.

The Group provides high-quality services in actively managed alternative asset classes. Delivery of returns for investors is key and requires our team of asset management specialists to drive investment performance. As such, we operate in higher fee margin specialist areas of asset management.

The Group benefits from a diverse range of long-term management contracts, with c.90% of AUM being in closed-ended funds and structures which provide a stable view on future revenue streams. This is demonstrated through the weighted average life of limited partner management contracts accounting for £2.0 billion in AUM being over 14 years in asset classes such as forestry. The spread of products managed by the Group's Real Assets and Strategic Equity divisions also ensures that the Group is not exposed to any one particular market, providing good diversification. The open-ended funds in the Strategic Equity division had an AUM of £800 million at the end of the year (2020: £269 million), reflecting the addition of the funds managed by Appian of £284 million alongside strong inflows and performance from the open-ended equity funds, which added a further £247 million.

Dividend, interest and other income

We continue to use our balance sheet to invest alongside clients and develop or support products managed by the Group and dividends, interest and other income reflect this. Overall dividend and investment income increased in 2021 to £590,000 (2020: £554,000), primarily due to interest earned on a development project of £279,000, offsetting reduced dividends from Gresham House Energy Storage Fund plc (GRID) as the Group traded out of its holding to recycle capital elsewhere in the business.

Other income of £308,000 (2020: £1,078,000) principally reflects the net operating income earned from a battery storage project while under the Group's ownership, prior to being sold to GRID. Two projects were sold in the prior year, which were revenue generating for a period of time before their sale process completed with GRID.

Dividend income from associates relates to dividends recognised for Gresham House Strategic plc (GHS, now known as Rockwood Realisation plc) of £125,000 in the year (2020: £202,000) and Noriker Power Limited of £160,000 (2020: £nil). These are recognised in the share of associates profit line in the income statement and separated out as part of the adjusted operating profit metric disclosure.

Administrative overheads

Administrative overheads, excluding amortisation, depreciation and exceptional items, were up 43% in the year to £41.1 million (2020: £28.7 million). The increase in cost base includes three months of the Mobeus VCT business' cost totalling £0.6 million and six months of costs for Appian totalling £1.5 million.

The Group continues to focus its efforts on maximising profit growth and increasing shareholder value and as such invested further in the core functions of the business in 2021. Whilst doing this we focused on the operating margin target of 40% and were pleased to note the improvement in operating margin from 29.6% to 32.7% at the end of 2021. We are starting to see the operating leverage come through the business as we grow AUM at a faster rate than the cost base required to service the increased level of AUM and as such remain on track to achieve 40% operating margins over the medium term.

The investment in key team members across the Group in 2021 led to the Group's full-time equivalent headcount standing at 185 at the end of the year, up from 122 at the end of 2020. This included 16 people joining with the Mobeus VCT business,22 with the Appian business and 64 new hires as we focused on the key roles needed to grow the business. People costs have consequently increased in the year to £34.8 million from £23.3 million in 2020, alongside variable compensation relating to performance fees and development gains of £5.1 million (2020: £2.5 million).

The Group has also benefited from improved performance across the divisions, which drives the bonus pools based on a share of the profits with the teams and thereby increases costs.

Total office costs across the Group were £1.6 million (2020: £0.8 million), reflecting the London office move to 80 Cheapside as well as the additional office costs from the acquisition of Appian.

We operate with offices in London, Dublin, Oxford, Dumfries and Perth and continue to operate a hybrid working approach, which provides flexibility to our growth plans and the team alike.

When we acquire businesses, we focus on the synergies that can be delivered as a result of combining complementary businesses. It is not only acquisitions where we target cost savings. We continue to review all areas of the Group's cost base diligently to ensure that we are operating efficiently and in a lean manner. We do, however, ensure that appropriate investment takes place in areas that will support the growth of the business.

Finance costs

The Group increased the size of its revolving credit facility (RCF) with Santander in December 2021 to £20.0 million (2020: £5.0 million facility size). RCF interest and finance fees over the year were £244,000 (2020: £nil) with the remaining £67,000 relating to IFRS 16 lease interest (2020: £25,000).

Amortisation and depreciation

Amortisation of management contracts, customer relationships, the website and IT platform development accounted for £8.5 million (2020: £8.0 million) as these intangible assets continue to be amortised over their useful lives. The increase in the year reflects the acquisition of the Mobeus VCT business in October 2021 and Appian in June 2021. This required the assessment of the fair value of the management contracts and brand acquired within the businesses, which are being amortised over their useful lives and are the main drivers for the increase in the year.

Depreciation of £959,000 in the year (2020: £871,000) relates primarily to office leases, motor vehicles used by the Forestry business and IT equipment.

Exceptional items

We classify exceptional items as those fees and costs which relate to acquisitions and restructuring of the business post acquisition as well as one-off costs. Exceptional items in 2021 were £3.2 million compared to £1.8 million in 2020. These include the acquisition costs associated with the Mobeus VCT business, as well as Appian, which completed in June 2021, alongside restructuring costs. This also includes £1.2 million of DevCo-related acquisition and disposal costs that are required to be expenses in the year under IFRS, rather than capitalised as development activity.

Gains/(losses) on investments

	2021	2020
	£'000	£'000
Share of associates' profits	4,955	158
Profit on disposal of associate	461	-
Gains/(losses) in investments held at fair value	5, 842	4,599
Fair value movement in deferred receivable	-	224
Movement in fair value of contingent consideration	(1,659)	(1,163)
Foreign exchange movements on translation of foreign subsidiary	(158)	-
Total gains on investments	9,441	3,818
Less realised gains on development projects	(2,932)	(3,482)
Less dividend income from associates	(285)	(202)
Net gains/(losses) on investments	6,224	134

The Group has made gains on its investments and fair value movements in acquisition-related contingent consideration totalling £9.4 million in 2021 (2020: £3.8 million).

The share of associates' profits relates to the 23% holding that the Group has in GHS. The last results announcement from GHS was on 7 December 2021 for the six-month period to 30 September 2021. Under associate accounting, the Group has therefore recognised its share of the profits over GHS's last 12 months' reported profits of £5.8 million (2020: £133,000 profit), which included dividends received in the year of £125,000 (2020: £202,000).

The Group sold its investment in Noriker Power Limited in December 2021 and as such has recognised a profit on disposal of £0.5 million. The gain of £5.8 million from investments held at fair value in the year (2020: £4.6 million) includes realised and unrealised gains and losses on the co-investments that have been made in the funds managed or advised by Gresham House. The key driver of this was the gains recognised on the sale of the Byers Brae and Enderby battery storage projects to GRID, making a gross profit on sale of £2.9 million (2020: £3.5 million gross gain on sale of Thurcroft and Wickham Market battery projects). Both these battery storage development projects sales made a return on investment in excess of the Group's medium-term target of 15%. The net gain after the deduction of variable compensation relating to the projects and costs associated with development activity was £1.8 million for the Group (2020: £1.0 million).

The other notable unrealised value increase in the year was the £0.9 million increase in the value of the Gresham House Forestry Friends and Family Fund LP, based on the independent valuation at the end of the year alongside unrealised valuation increases totalling a further £2.0 million in funds and co-investments managed by the Group.

Fair value movement in contingent consideration

The Livingbridge VC business, TradeRisks, Mobeus VCT business and Appian acquisitions have contingent payment elements which is driven by AUM growth, maintaining management contracts or revenue performance over a three-year period since acquisition. The contingent consideration payments have been fair valued at each reporting period end with the movement in the fair value recognised in the income statement.

The Livingbridge VC business revenue performance to December 2021 has been used to estimate the fair value of the contingent consideration, which reached its maximum pay-out of £2.5 million as a result of delivering revenues in excess of the business plan at the time of acquisition. The increase in the fair value on the balance sheet reflects this and the unwind of the discount between the period end and settlement in 2022.

The TradeRisks deferred consideration is driven by AUM growth assumptions and cost synergies. At the year end these assumptions have been reviewed and the primary driver for the increase in the deferred consideration is the unwinding of the discount applied between the year end and settlement in 2023.

The Appian and Mobeus VCT business contingent considerations have been fair valued as part of the acquisition process, with limited fair value movement noted since acquisition in June and October 2021 respectively.

Tax

The Group continues to utilise the losses available against the current trading activity. The tax charge noted reflects taxable profits within the Group partially offset by the unwinding of the deferred tax liability recognised on the acquisition of the FIM, Livingbridge, TradeRisks, Mobeus VCT and Appian businesses and the impact of the movement in the fair value of the management contracts.

Financial position

		2021	2020
		£'000	£'000
Assets
Investments*		38,023	23,259
Cash		40,252	21,886
Tangible/realisable assets		78,275	45,145
Intangible assets		95,012	59,970
Other assets		36,259	18,057
Total assets		209,546	123,172
Liabilities
Borrowing		-	-
Contingent consideration		22,659	6,933
Other creditors		40,425	19,772
Total Liabilities		63,084	26,705
Net assets		146,462	96,467

*The above presentation of the Group's balance sheet highlights the Group's direct exposure to those vehicles and entities that it has invested in. We have therefore adjusted the IFRS Statement of Financial Position for the following items which are required to be consolidated under IFRS 10 to present the Group on an investment basis:

DevCo Projects - removed the "Assets of a disposal group held for sale" of £17,545,000 (2020: £7,363,000) and "Liabilities of a disposal group classified as held for sale" of £7,499,000 (2020: £2,072,000) and replaced with the investment exposure in "investments in securities" £13,921,000 (2020: £5,842,000).

Gresham House Forestry Friends and Family Fund LP - reduced the value by the non-controlling interest amount of £1,075,000 (2020: £811,000) to show the Group's underlying exposure to this fund.

Tangible/realisable assets

The above highlights the strong balance sheet position that the Group improved on during 2021. The tangible/realisable assets supporting this total £78.3 million (2020: £45.1 million), comprising investments and cash.

Investments

The Group invests in or alongside the funds that it manages to align itself with clients. The below table provides a summary of the investment portfolio at the end of the year:

Investment portfolio	2021	2020
	£'000	£'000
Investment in associates
Rockwood Realisation plc (formerly Gresham House Strategic plc or GHS)	11,459	8,456
Environment Bank Limited	496	-
Noriker Power Limited	-	666
DevCo Projects	-	20
	11,955	9,142
Investment in securities
DevCo Projects	13,583	5,842
Strategic Equity Capital plc (SEC)	3,349	173
Gresham House Forestry Fund LP	2,739	2,068
Residential Secure Income plc (ReSI plc)	1,438	864
Gresham House Strategic Public Equity LP	1,363	1,162
Gresham House Forestry Growth and Sustainability Fund LP	1,000	-
LF Gresham House Smaller Companies Fund	882	703
Gresham House British Strategic Investment Fund (BSIF)	864	269
Residential Secured Income LP	639	-
Other investments	211	177
Gresham House Energy Storage Fund plc (GRID)	-	2,859
	26,068	14,117
Total investments (excluding non-controlling interests)	38,023	23,259

Investments in associates

GHS changed its name to Rockwood Realisation plc (Rockwood) and changed its investment strategy in line with results from the extraordinary general meeting held in December 2021. Rockwood has since been in the process of realising its portfolio and returning capital to shareholders, with £2.4 million being returned to the Company in 2021.

The Group maintained its holding in Rockwood in the year at 23%. The last publicly available results for the six months to 30 September 2020 have led to an increase in the recognised value as an associate of £5.8 million (2020: £133,000 decrease), which after adjusting for the dividend payment of £125,000 (2020: £202,000) in the year results in a value of £11,458,000 (2020: £8,456,000).

The Group supported the early investment into Environment Bank Limited, an entity focused on creating habitat land banks to support rewilding in the UK. It is envisaged that the Group's holding will be sold to BSIF II LP when Environment Bank Limited is operational and generating cash flows. This is an example of the Group using its balance sheet to support the growth of assets to be sold into funds managed by the Group, ultimately growing the AUM of the Group.

In December 2021, the Group sold its interest in Noriker realising a gain of £729,000.

Investments in securities

IFRS 10: Consolidation, requires the consolidation of the Group's investments in battery storage Development Company projects (DevCo Projects) as the Group has a controlling position in these projects. The DevCo Projects have borrowed to pay the deposits for the utility-scale batteries and this borrowing is secured at the DevCo Project level on the batteries and there is no recourse to the Group. The disclosure above therefore shows the Group's net exposure to the DevCo Projects, i.e. the equity and loan investment in the vehicles, and nets out the borrowing and utility-scale battery assets as shown in the IFRS Statement of Financial Position assets and liabilities of a disposal group held for sale.

The Group increased its investment in the DevCo Projects in the year, which totalled £13.6 million (2020: £5.8 million) at the end of 2021 and are in the exclusive pipeline for GRID to purchase when they are operational. GRID will go through a detailed independent valuation process when the projects are operational as part of the acquisition process and these projects currently remain on track to be operational in 2022 and 2023. During the year, the Group sold seven projects, Byers Brae and six Statera projects, which delivered a net gain of £1.8 million to the Group.

The Group invested £5.0 million in GRID at the IPO to ensure that it reached £100.0 million in size and GRID has since successfully raised further capital to grow the vehicle. At the end of 2021, the Group realised its direct investment in GRID as it looks to deploy capital for new initiatives around the Group.

Gresham House Forestry Fund LP performed well in the year, with increases in the value of the underlying forests driving an increase in the Group's investment to £2.7 million (2020: £2.1 million), excluding non-controlling interests.

Gresham House Strategic Public Equity LP continued to invest during 2021 and generated realised and unrealised gains of £430,000 (2020: £197,000).

The other investments demonstrate the Group's ability to co-invest alongside the funds that it manages and provides alignment with clients, for example investing £1.0 million into the Gresham House Forest Growth & Sustainability LP as well as committing up to £1.0 million to ReSI LP, the shared ownership housing fund. These are investments where, as general partner, Gresham House uses its balance sheet to align itself with its clients.

Cash and borrowing

The cash balance of the Group was £40.3 million at the end of the year (2020: £21.9 million) and reflected operating cash profits generated in the year as well as a number of significant cash movements such as equity fundraising and capital returned on the sale of investments.

The Company issued new equity with a value of £42.0 million (gross) for cash in September 2021 (£40.5 million net of fees). This equity raise was to fund the acquisition of the Mobeus VCT business as well as provide capital to support the Group's ambitious development activities.

The acquisition of the Mobeus VCT business in October 2021 incurred an initial consideration of £20.0 million in cash, with deferred and contingent consideration to follow in the coming years. The acquisition of Appian in June 2021 required a net payment of £3.1 million (€3.6 million).

The deferred consideration element of the Hazel Capital acquisition completed in the year with a cash payment of £5.3 million under the Hazel LTIP.

Investment and development activity in the year totalled £18.9 million which included commitments to new funds launched by the Group of £1.6 million (such as ReSI LP, and Gresham House Forest Growth & Sustainability LP), capital investments to win new mandates of £3.0 million (SEC) and development projects such as battery storage and other renewable energy projects of £12.3 million.

The Group also benefited from the sale of a number of battery storage projects delivering £3.6 million and the sale of its stake in Noriker of £0.8 million

Finally, to provide flexibility as the Group enters 2022 with a range of opportunities to grow the business, we have increased the size of the RCF with Santander to £20.0 million, with a three-year term. The Group is therefore well positioned with cash and available facilities to take advantage of opportunities as they arise in 2022.

Intangible assets

Intangible assets are primarily made up of the management contracts acquired as part of acquisitions and the goodwill associated with these acquisitions. As at 31 December 2021, the net book value of management contracts and other intangible assets was £46.2 million (2020: £30.3 million), reflecting the amortisation of the management contracts over their useful lives, and the addition of the management contracts, customer relationships and Mobeus brand following the acquisitions of the Mobeus VCT business and Appian. No contracts were impaired at the year end.

Goodwill resulting from acquisitions is reviewed each year end and there was no indication that impairment to goodwill should be considered to the book value of £48.8 million (2020: £29.7 million). Further details are included in the notes to the financial statements.

Contingent consideration

Contingent consideration increased from £6.9 million to £22.7 million in the year, reflecting the acquisition of the Mobeus VCT business and Appian alongside the impact of the time value of money as future contingent consideration amounts become more certain.

Outlook

The balance sheet is well positioned to capture the growth opportunity in front of us with cash of £40.3 million and investments of £38.0 million providing a solid platform. We have laid further foundations in 2021 and look forward to growing the business further in 2022.

Kevin Acton

Chief Financial Officer

14 March 2022

Group statement of comprehensive income

For the year ended 31 DECEMBER

			2021		2020
	Notes		£'000		£'000
Income
Asset management income			62,162		40,304
Dividend and interest income			590		554
Other operating income			1,448		1,078
Performance fees and carried interest			6,163		-
Total income	1		70,363		41,936
Operating costs			(63,331)		(43,827)
Administrative overheads	3		(60,116)		(42,052)
Exceptional items	6		(3,215)		(1,775)
Net operating profit /(loss)			7,032		(1,891)
Finance costs	7		(311)		(25)
Net operating profit /(loss) after finance costs			6,721		(1,916)
Gains and losses on investments and fair value movements
Share of associates' profits	18		4,955		158
Profit on disposal of associate			461		-
Gains and losses on investments held at fair value	12		5,842		4,599
Movement in fair value of contingent consideration			(1,659)		(1,163)
Movement in value of deferred receivable			-		224
Operating profit before taxation			16,320		1,902
Taxation	9		(4,107)		(1,084)
Operating profit from continuing operations			12,213		818
Loss from discontinued operations			(14)		(12)
Profit for the year			12,199		806
Other comprehensive income
Foreign exchange losses on translation of a foreign subsidiary			(158)		-
Profit and total comprehensive income			12,041		806
Attributable to:
Equity holders of the parent			11,777		577
Non-controlling interest			264		229
			12,041		806
Basic profit per ordinary share (pence)	10		34.8		1.9
Diluted profit per ordinary share (pence)	10		32.7		1.8
Basic adjusted profit per ordinary share (pence)	10		52.6		34.5
Diluted adjusted profit per ordinary share (pence)	10		49.4		32.9

Statements of changes in equity

Year ended 31 DECEMBER

Group 2021	Notes	Ordinary share capital	Share premium	Merger reserve	Treasury shares	Retained reserves	Foreign exchange reserve	Equity attributable to equity shareholders of the Parent Company	Non- controlling interest	Total equity
		£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2020		8,023	60,061	19,981	-	8,402	-	96,467	811	97,278
Profit and total comprehensive income for the year		-	-	-	-	11,935	(158)	11,777	264	12,041
Contributions by and distributions to owners
Share-based payments	29	-	-	-	-	(5,424)	-	(5,424)	-	(5,424)
Issue of shares	27	1,477	39,267	4,830	(51)	-	-	45,523	-	45,523
Cancellation of share premium		-	(60,000)	-	-	60,000	-	-	-	-
Dividends paid	11	-	-	-	-	(1,881)	-	(1,881)	-	(1,881)
Total contributions by and distributions to owners		1,477	(20,733)	4,830	(51)	52,695	-	38,218	-	38,218
Balance at 31 December 2021		9,500	39,328	24,811	(51)	73,032	(158)	146,462	1,075	147,537

Group 2020	Notes	Ordinary share capital	Share premium (restated)	Merger reserve (restated)	Retained reserves	Equity attributable to equity shareholders of the Parent Company	Non- controlling interest	Total equity
		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2019		6,956	52,594	16,648	14,039	90,237	582	90,819
Profit and total comprehensive income for the year		-	-	-	577	577	229	806
Contributions by and distributions to owners
Share-based payments	29	2	38	-	(4,863)	(4,823)	-	(4,823)
Issue of shares	27	1,065	7,429	3,333	-	11,827	-	11,827
Dividends paid	11	-	-	-	(1,351)	(1,351)	-	(1,351)
Total contributions by and distributions to owners		1,067	7,467	3,333	(6,214)	5,653	-	5,653
Balance at 31 December 2020		8,023	60,061	19,981	8,402	96,467	811	97,278

Company 2021	Notes	Ordinary share capital	Share premium	Merger reserve	Retained reserves	Total equity
		£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2020		8,023	60,061	19,981	9,257	97,322
Loss and total comprehensive income for the year		-	-	-	(1,695)	(1,695)
Contributions by and distributions to owners
Share-based payments		-	-	-	(4,977)	(4,977)
Issue of shares	27	1,477	39,267	4,830	-	45,574
Cancellation of share premium		-	(60,000)	-	60,000	-
Dividends paid	11	-	-	-	(1,881)	(1,881)
Total contributions by and distributions to owners		1,477	(20,733)	4,830	53,142	38,716
Balance at 31 December 2021		9,500	39,328	24,811	60,704	134,343

Company 2020	Notes	Ordinary share capital	Share premium (restated)	Merger reserve (restated)	Retained reserves	Total equity
		£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2019		6,956	52,594	16,648	12,379	88,577
Loss and total comprehensive income for the year		-	-	-	(1,771)	(1,771)
Contributions by and distributions to owners
Issue of shares	27	1,067	7,467	3,333	-	11,867
Dividends paid	11	-	-	-	(1,351)	(1,351)
Total contributions by and distributions to owners		1,067	7,467	3,333	(1,351)	10,516
Balance at 31 December 2020		8,023	60,061	19,981	9,257	97,322

Statements of financial position

As at 31 DECEMBER

			Group				Company
	Notes		2021		2020		2021		2020
Assets			£'000		£'000		£'000		£'000
Non-current assets
Investments	12		13,560		9,086		8,308		5,342
Property, plant and equipment	13		2,927		1,090		1,912		564
Investment in subsidiaries	17		-		-		80,148		79,872
Investment in associates	18		11,955		9,142		-		65
Intangible assets	14		95,012		59,970		1,100		749
Long-term receivables	15		492		-		492		-
Deferred tax	24		2,197		1,051		92		153
			126,143		80,339		92,052		86,745
Current assets
Trade receivables	19		11,135		3,184		-		-
Accrued income and prepaid expenses	20		21,705		13,783		1,157		760
Other current assets	21		3,537		551		20,047		6,885
Cash and cash equivalents			40,252		21,886		23,800		7,826
Non-current assets held for sale
Assets of a disposal group held for sale	16		17,545		7,363		-		-
Total current assets and non-current assets held for sale			94,174		46,767		45,004		15,471
Total assets			220,317		127,106		137,056		102,216
Current liabilities
Trade and other payables	22		42,721		18,780		519		243
Short-term borrowings	23		-		-		1,136		4,651
Liabilities of a disposal group classified as held for sale
Liabilities of a disposal group classified as held for sale	16		7,499		2,072		-		-
Total current liabilities and liabilities of a disposal group classified as held for sale			50,220		20,852		1,655		4,894
Total assets less current liabilities			170,097		106,254		135,401		97,322
Non-current liabilities
Deferred taxation	24		10,597		3,227		-		-
Long-term borrowings	25		-		-		-		-
Other creditors	26		11,963		5,749		1,058		-
			22,560		8,976		1,058		-
Net assets			147,537		97,278		134,343		97,322
Capital and reserves
Ordinary share capital	27		9,500		8,023		9,500		8,023
Share premium	30		39,328		60,061		39,328		60,061
Merger reserve	30		24,811		19,981		24,811		19,981
Treasury shares	30		(51)		-		-		-
Retained reserves	30		73,032		8,402		60,704		9,257
Foreign exchange reserve	30		(158)		-		-		-
Equity attributable to equity shareholders of the Parent Company			146,462		96,467		134,343		97,322
Non-controlling interest	30		1,075		811		-		-
Total equity			147,537		97,278		134,343		97,322
Basic net asset value per ordinary share (pence)	31		387.5		300.6		353.5		303.6
Diluted net asset value per ordinary share (pence)	31		366.6		287.4		334.6		290.3
The loss after tax for the Company for the year ended 31 December 2021 was £1,695,000. The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 14 March 2022. Kevin Acton Chief Financial Officer

Group statement of cashflows

For the year ended 31 DECEMBER

			2021		2020
	Notes		£'000		£'000
Cash flow from operating activities
Net cash generated from operations	32		21,130		17,592
Corporation tax paid			(968)		(1,856)
Interest paid on loans			(187)		(25)
Net cash flow from operating activities			19,975		15,711
Cash flow from investing activities
Acquisition of Appian Asset Management Limited			(841)		-
Acquisition of Mobeus VCT business			514		-
Acquisition of TradeRisks Limited			-		(8,045)
Deferred consideration paid			(1,409)		(9,842)
Investment in associates			(1,165)		-
Sale of associates			3,296		-
Dividends received from associates			383		186
Purchase of investments			(5,409)		(1,007)
Sale of investments			4,287		3,032
Investment in DevCo Projects			(12,349)		(1,271)
DevCo loans repaid			551		1,096
Proceeds received on sale of DevCo Projects			3,551		4,581
Purchase of fixed assets			(327)		(152)
Sale of fixed assets			6		-
Purchase of intangible assets			(724)		(584)
Total cash flow from investing activities			(9,636)		(12,006)
Cash flow from financing activities
Receipt of loans			10,000		-
Repayment of loans			(10,000)		-
Share issue proceeds			22,000		8,010
Share issue costs			(1,513)		(347)
Share warrants exercised			-		182
Share-based payments settled			(9,734)		(7,125)
Dividends paid			(1,881)		(1,351)
Capital element of lease payments			(845)		(620)
Total cash flow from financing activities			8,027		(1,251)
Increase in cash and cash equivalents			18,366		2,454
Cash and cash equivalents at start of year			21,886		19,432
Cash and cash equivalents at end of year			40,252		21,886

Company statement of cashflows

For the year ended 31 DECEMBER

			2021		2020
	Notes		£'000		£'000
Cash flow from operating activities
Net cash generated from operations	32		(1,911)		(1,180)
Interest paid on loans			(142)		(8)
Net cash flow from operating activities			(2,053)		(1,188)
Cash flow from investing activities
Purchase of investments			(5,203)		(930)
Sale of investments			3,284		3,032
DevCo loans repaid			551		1,096
Investment in DevCo Projects			(3,537)		-
Sale of associates			65		-
Purchase of fixed assets			(371)		(152)
Sale of fixed assets			6		-
Purchase of intangible assets			(725)		(593)
Total cash flow from investing activities			(5,930)		2,453
Cash flow from financing activities
Receipt of loans			10,000		-
Repayment of loans			(10,000)		-
Net repayments from (advances to) Group undertakings			11,208		(1,387)
Share issue proceeds			22,000		8,010
Share issue costs			(1,513)		(347)
Share warrants exercised			-		182
Share-based payments settled			(5,253)		-
Dividends paid			(1,881)		(1,351)
Capital element of lease payments			(604)		(486)
Total cash flow from financing activities			23,957		4,621
Increase in cash and cash equivalents			15,974		5,886
Cash and cash equivalents at start of year			7,826		1,940
Cash and cash equivalents at end of year			23,800		7,826

Principal accounting policies

The Group's principal accounting policies are as follows:

(a) Basis of preparation and going concern

Gresham House plc is a public limited company limited by shares incorporated in the United Kingdom under the Companies Act and registered in England with company number 871.  The address of the registered office is 5 New Street Square, London, EC4A 3TW.

The financial statements of the Group and the Company have been prepared in accordance with United Kingdom adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.  The financial statements are presented in Sterling, which is also the Group's functional currency.  The financial statements have been prepared on a historical cost basis, except for the following:

§ certain financial assets and liabilities are measured at fair value; and

§ assets held for sale are measured at fair value less costs to sell.

There were no new accounting standards, which were effective for periods beginning 1 January 2021 adopted during the year that would have had a material impact on the Group's results.

The Group has sufficient financial resources and ongoing investment management contracts. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully. The Directors have a reasonable expectation, after performing downside scenario stress tests, that the Group has adequate resources to continue in operational existence for the foreseeable future. Downside scenario stress tests included a material reduction in revenues from reducing net asset values of the funds managed by the Group as well as reviews of variable costs and discretionary investment. Whilst Brexit and COVID-19 have impacted the environment in which the Group operates they have not had a material impact on the Group's resources. The downside scenarios also reviewed the revolving credit facility covenants, which were not breached as the revolving credit facility was undrawn at the year end. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

  (b)  Basis of consolidation

Subsidiaries

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee; exposure to variable returns from the investee; and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings made up to the year end as if they formed a single entity. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The acquisition method of accounting is used to account for business combinations by the Group.  Refer to Note (r) iv) for further details on whether the Group controls funds that it also manages.  At the Company level investments in subsidiaries are carried at cost less impairment.

Associates

Where the Group has significant influence, it has the power over (but not control of) the financial and operating policy decisions of another entity, it is classified as an associate. This is typically where the Group holds over 20% of the voting shares in the entity.  Associates are initially recognised in the Group Statement of Financial Position at cost. Subsequently, associates are accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other comprehensive income is recognised in the Group Statement of Comprehensive Income.  Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from these transactions is eliminated against the carrying value of the associate.

Where there is an indication of impairment that the investment in an associate has been impaired, the carrying amount of the investment will be tested for impairment in the same way as other non-financial assets.

(c)  Presentation of Statement of Comprehensive Income

As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. Details of the Company's results for the year are set out in Note 30, the loss for the year being £1,695,000 (2020: £1,771,000).

(d) Segment reporting

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the Board in order to allocate resources to the segments and to assess their performance.

The Group's reportable segments, which are those reported to the Board are Real Assets, Strategic Equity and Central.  The Real Assets division includes Forestry, New Energy and Sustainable Infrastructure and Real Estate, and the Strategic Equity division includes Public and Private Equity.

(e)   Revenue recognition

The fixed consideration element of asset management contracts is measured at the fair value of the consideration received or receivable, is stated net of value added tax and is earned within the United Kingdom. The fixed consideration element of asset management contracts is recognised evenly over the contracted period, as the contracts require the Group to perform an indeterminate number of individual asset management services over the duration of the contract. Typically, the asset management fees are based on a fixed percentage of the net asset values of the funds managed or committed capital. Asset management income also includes catch-up management fees on final close of limited partnership funds, directors and advisory fees and fundraising fees.

Catch-up management fees or equalisation fees are calculated as the management fee payable from the date of commitment to the fund as if an investor had joined the fund at inception of the fund and are typically calculated on the investor's commitments to the limited partnership at the appropriate management fee or priority profit share.

Performance fees are recognised as revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Performance fees are payable when a certain hurdle rate has been achieved on a specific date, typically an NAV amount on the year end reporting date of the specific fund. The potential for the NAV to decrease from a reporting period end to the measurement date means that the performance fee is generally only recognised when the measures on which it is based have finally been determined. Cash payments in relation to fixed and variable revenues earned are generally received shortly after the relevant quarter end.

Fundraising fees are earned by the Group for providing fund raising services, typically to the VCTs. This includes promoting the fund raise, legal documentation and other administrative tasks of executing the fund raise. Fundraising fees are typically paid on a percentage of the funds raised, i.e. equity invested into the fund.

The costs associated with fund raising, distribution and rebates to investors as part of a fund raising are recognised as they are incurred or over the service period provided and are presented as part of the net core income disclosure. These costs are incurred with the Group acting as principal.

Other revenue recognition

(i)  Dividend and interest income

Income from listed securities is recognised when the right to receive the dividend has been established. Interest receivable is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be reliably measured. Interest income is accrued on a time basis by reference to the principal outstanding and by using the effective interest rate method.

(ii)  Other income

Other income earned by the Group is recognised to the extent that it is probable that the economic benefits will flow to the Group and that revenue can be reliably measured in line with any contractual arrangements in place. This includes non-core operating income which relates to income earned from property services, which are not considered core asset management services to the Group.

(f)  Expenses

All expenses and interest payable are accounted for on an accruals basis.   

(g) Property, plant and equipment

Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation.

The carrying amount of property, plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets' employment and subsequent disposal.

The depreciable amount of all property, plant and equipment is depreciated on a straight-line basis over their estimated useful lives to the Group commencing from the time the asset is held ready for use, and are depreciated at the following rates:

  Office equipment   25%

  Motor vehicles  25%

  Leasehold property  10%

  Right of use assets  over the lease term

(h) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

(i)  Leases

A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date of a lease a right of use asset and a lease liability are recognised in the financial statements.

The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate implicit in the lease or, if that rate cannot be determined, the lessee's incremental borrowing rate. Subsequently the lease liability decreases by the lease payments made, offset by interest on the liability, and may be remeasured to reflect any reassessment of expected payments or to reflect any lease modifications.

The right of use asset is initially measured at the amount of the initial lease liability plus: any lease payments made on or before the commencement date less incentives received; any incremental costs of obtaining the lease; and, if any, the costs of decommissioning the asset and any restoration work to return the asset to the condition required under the terms of the lease.

Subsequently the right of use asset is valued using the cost model. The asset is amortised on a straight-line basis over the expected term of the lease, adjusted for any remeasurement of the lease liability, and is shown net of the accumulated depreciation and any impairment provisions.

Leases for low value assets and short-term leases are expensed to operating profit on a straight-line basis over the term of the lease.

(j)  Investments

In line with IFRS 9: Financial Instruments, financial assets designated as at fair value through profit and loss (FVTPL) at inception are those that are managed and whose performance is evaluated on a fair value basis. Information about these financial assets is provided internally on a fair value basis to the Group's key management. The equity investments which do not meet the definitions of an associate or subsidiary remain held at fair value through profit and loss.

(i)   Assets held for sale

Non-current assets held for sale are measured at the lower of carrying amount or fair value less costs to sell (except where the exemptions of paragraph 5 of IFRS 5 apply) and are classified as such if their carrying amount will be recovered through a sale transaction rather than through continuing use.

This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and the sale is considered to be highly probable. A sale is considered to be highly probable if the appropriate level of management is committed to a plan to sell the asset and a further active programme to locate a buyer and complete the plan has been initiated. Further, the asset has to be marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale is expected to qualify for recognition as a completed sale within one year from the date that it is classified as held for sale.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell.  A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised.  A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

(ii)   Securities

Purchases and sales of listed investments are recognised on the trade date, the date on which the Group commit to purchase or sell the investment. All investments are designated upon initial recognition as held at fair value and are measured at subsequent reporting dates at fair value, which is either the market bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted. Fair values for unquoted investments, or for investments for which there is only an inactive market, are established by taking into account the International Private Equity and Venture Capital Valuation Guidelines.

(iii)  Loans and receivables

Unquoted loan stock, loan receivables in development projects and the deferred receivable are all classified at amortised cost under IFRS 9 reflecting their held to collect business model. Unquoted loan stock is classified as loans and receivables in accordance with IFRS 9 if it meets the business model and cash characteristics tests. The business model and cash characteristics tests require the objective of owning the financial asset to collect the contractual cash flows of interest and principal over the life of the asset, rather than selling prior to contractual maturity. The financial assets are held at amortised cost, less any loss allowance, which is measured using the expected credit loss impairment model. This assesses the movements in both the amortised cost relating to the interest income and in respect of loss allowances and these are reflected in the Statement of Comprehensive Income. 

(k)  Exceptional items

The Group presents exceptional items as a non-GAAP measure on the face of the Consolidated Statement of Comprehensive Income those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year so as to facilitate comparison with prior years and to assess better trends in financial performance.

(l)  Intangible assets

(i)   Goodwill

Goodwill, representing the excess of the cost of acquisition over the fair value of the Group's share of the identifiable assets and liabilities acquired, is capitalised in the Statement of Financial Position. Following initial recognition, goodwill is stated at cost less any accumulated impairment losses.

Goodwill will be reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

(ii) Management contracts and client relationships

Intangible assets, such as management contracts and client relationships acquired as part of a business combination or separately, are capitalised where it is probable that future economic benefits attributable to the assets will flow to the Group and the fair value of the assets can be measured reliably.

They are recorded initially at fair value and then amortised, if appropriate, over their useful lives. The fair value at the date of acquisition is calculated using discounted cash flow methodology and represents the valuation of the net residual income stream arising from the management contracts or distribution agreements in place at the date of acquisition. The management contracts and client relationships are included in the Statement of Financial Position as intangible assets. Intangible assets with a finite life have no residual value and are amortised on a straight-line basis over their expected useful lives as follows:

§ Client relationships arising on acquisition - five years

§ Management contracts arising on acquisition - one to 25 years depending on the specific management contract details

(iii) Website and IT platform development

Costs associated with the development of the Group's website and IT platform are capitalised in the Statement of Financial Position and are amortised over the estimated useful life of four years.

(iv) Brands

Brands acquired as part of a business combination or separately, are capitalised where it is probable that future economic benefits attributable to the assets will flow to the Group and the fair value of the brand can be measured reliably.

They are recorded initially at fair value and then amortised over their useful lives. The fair value at the date of acquisition is calculated using discounted cash flow methodology and represents the valuation of the net residual income stream arising from the brands at the date of acquisition. The brands are included in the Statement of Financial Position as intangible assets. Intangible assets with a finite life have no residual value and are amortised on a straight-line basis over their expected useful lives of five years.

Amortisation methods, useful lives and residual values will be reviewed at each reporting date and adjusted if appropriate.

At each period end date, reviews are carried out of the carrying amounts of intangible assets to determine whether there is any indication that the assets have suffered an impairment loss. If any such indication exists, the recoverable amount, which is the higher of value in use and fair value less costs to sell, of the asset is estimated in order to determine the extent, if any, of the impairment loss.

If the recoverable amount of an asset or cash-generating unit (CGU) is estimated to be less than its net carrying amount, the net carrying amount of the asset or CGU is reduced to its recoverable amount. Impairment losses are recognised immediately in the Statement of Comprehensive Income. The Group assesses at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the Group estimates the recoverable amount of that asset. In assessing whether there is any indication that an impairment loss recognised in prior periods for an asset may no longer exist or may have decreased, the Group considers, as a minimum, the following indications:

(a)   whether the asset's market value has increased significantly during the period;

(b)   whether any significant changes with a favourable effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which the asset is dedicated; and

(c) whether market interest rates or other market rates of return on investments have decreased during the period, and those decreases are likely to affect the discount rate used in calculating the asset's value in use and increase the asset's recoverable amount materially.

(m) Financial instruments

Financial assets and financial liabilities are recognised on the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to settle on a net basis or realise the asset and liability simultaneously and where the Group intends to net settle.

(i)   Trade and other receivables

Receivables are short term in nature. Trade and other receivables are recognised and carried at the lower of their invoiced value and recoverable amount. Expected credit losses are recognised in respect of each trade receivable and remeasured at each report date based on the expected credit losses at that time.  The expected credit losses are estimated using a provision matrix by reference to past default experience and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtor, general economic conditions of the industry and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

(ii)  Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(iii) Non-current receivables

Deferred receivables are recognised at the discounted value of those receipts.

(iv) Dividends payable

All dividends are recognised in the period in which they are approved by shareholders.

(v)  Bank borrowings

Bank borrowings are initially recognised at fair value, net of transaction costs incurred.  Bank borrowings are subsequently measured at amortised cost.  Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest rate method.  Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down.  In this case, the fee is deferred until the draw-down occurs.  To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

(vi) Trade and other payables

Trade payables are not interest-bearing and are stated at their nominal value. Other payables are not interest-bearing and are stated at their nominal value as any discounting of expected cash flows is considered to be immaterial.

(vii) Borrowing costs

Unless capitalised under IAS 23 Borrowing Costs, all borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the period in which they are incurred. Finance charges, including premiums paid on settlement or redemption and direct issue costs and discounts related to borrowings, are accounted for on an accruals basis and charged to the Consolidated Statement of Comprehensive Income using the effective interest method.

(viii) Contingent consideration

Contingent consideration arises when settlement of all or any part of the cost of a business combination or other acquisition, for example management contract, is deferred. It is stated at fair value at the date of acquisition, which is determined by discounting the amount due to present value at that date.

Estimates are required in respect of the amount of contingent consideration payable on acquisitions, which is determined according to formulae agreed at the time of the business combination, and normally related to the future earnings, revenues or fundraising targets of the acquired business. The Directors review the amount of contingent consideration likely to become payable at each period end date, the major assumption being the level of future profits of the acquired business. Contingent consideration payable is discounted to its fair value in accordance with applicable International Financial Reporting Standards.

(n) Pensions

The Group operates defined contribution pension schemes where payments to such schemes for employees are charged against profits in the year in which they are incurred.

(o)   Share-based payments

The Group issued equity-settled share-based payments to certain Directors and employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Fair value is measured using a Monte-Carlo option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each period end date for cash-settled share-based payments.

(p)   Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein in accordance with IFRS 10. Non-controlling interests consist of the amount of those interests at the date of the original business combination and for acquisitions post 3 October 2010 following adoption of IAS 27 Consolidated and Separate Financial Statements (Revised 2008), the non-controlling interests' share of changes in equity since the date of the combination.

(q) Business combinations

  The Group recognises business combinations when it considers that it has obtained control over a business, which could be an entity or separate business within an entity (for example acquiring management contracts and hiring the team to service those contracts). The fair value of the assets acquired, and the liabilities assumed from the business combination are assessed at acquisition. The fair value of the consideration paid to the sellers of the business is assessed, with particular reference to the classification of payments to employees that could be considered remuneration rather than consideration for a business.

(r)  Critical accounting estimates and judgements

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine:

(i)  revenue recognition, performance fees, management fees and fund-raising fees

(ii)  treatment of battery storage development companies

(iii)  accounting for investment in associates - Gresham House Strategic plc (GHS - now known as Rockwood Realisation plc)

(iv)  consolidation assessment of funds managed and controlled by the Group

(v)  impairment review for Goodwill and Management Contracts from previous acquisitions

(vi)  valuation of contingent consideration

(vii)  Mobeus VCT business acquisition - valuation of management contracts and brand 

(viii)  Appian Asset management Limited business acquisition - valuation of management contracts 

(i)  Revenue recognition, performance, management and fundraising fees

The revenue recognition of the Group is driven by asset management fees, which are recognised in line with the investment management or advisory agreements in place with the appropriate funds. These are typically based on the committed capital of Limited Partnership funds, or Net Asset Values (NAV) for listed vehicles managed or advised by the Group. The NAV is typically the last audited or publicly available NAV announced by the Board of these companies and is therefore independently approved. As a result there is limited uncertainty in the amount of revenue to be recognised.

Limited partnerships and other fund management fees are typically based on committed capital, or an independent valuation where appropriate. Where there is an interim close on a Limited Partnership, the equalisation process for new Limited Partners involves catch-up management fees or priority profit shares back to inception of the fund. In this instance the judgement relates to the assessment of service period, which represents past service provision for management fees as if the new Limited Partner joined at inception.

Performance fees are recognised only when the Group is entitled to receive the performance fee per the management contract. This is on achievement of the hurdle rate as set out in the management or advisory agreements and the outcome is known as it is based on the audited NAV of the fund. Performance fees were recognised and paid by GHS plc and Baronsmead VCT plc in the year.

Fundraising fees are recognised as a percentage of funds raised, with fundraising being the key performance obligation. The fundraising relates to new share offers in 2021 by the VCTs managed by the Group. Judgement is applied at the end of the period, should the issuance date for new investors fall after the period end. The commitments received by the receiving agent are used to estimate the amount of funds raised and consequently the amount of fundraising fee to be recognised at the period end. This is confirmed post period through the share allotment process run by the registrar of the VCTs.

(ii)   Treatment of battery storage development companies

The Group has invested in the development of battery storage projects (DevCo Projects), which are part of the exclusive pipeline to be sold to Gresham House Energy Storage Fund plc (GRID) when operational. The DevCo Projects are held in separate SPVs, which the Group entity Devco Limited owns between 60-100% of the equity in, and the Group has also lent funds for the development of the projects.

There are five key considerations in the accounting treatment of the development companies:

a)  Control (IFRS 10) - Devco Limited holds the majority of the equity in the DevCo Projects and has also loaned capital to fund the development of the DevCo Projects. Devco Limited is considered in control of the DevCo Projects and therefore has consolidated them in the Group financial statements.

b)  Associates (IAS 28) - one of the DevCo Projects (Biggerbrook) was accounted for as an associate in the prior year as Devco Limited held only 24% of the equity and was not in a controlling position.

c)  Classification of the assets in each DevCo Project - the SPVs are developing battery storage facilities which are classified as non-current assets under development until these assets become operational. The Group has therefore classified these as non-current assets, akin to property, plant and equipment .

d)  Assets held for sale (IFRS 5) and loss of control - the sale of the DevCo Projects (Byers Brae and Enderby) during the period has been treated as a loss of control transaction under IFRS 10 resulting in a gain on sale being presented net in the Statement of Comprehensive Income. It is expected that the sale process will complete within a six-month time frame; as such, it has been deemed appropriate to treat this DevCo Project as a disposal group held for sale under IFRS 5.

e)  Borrowing costs (IAS 23) - the DevCo Projects have interest payments relating to the amounts lent by GRID to fund the acquisition of the battery assets at the project company level. The DevCo Projects have capitalised finance costs per IAS 23 Borrowing Costs as the characteristics of the development of the projects (such as not generating revenues until operational, loans being procured for the sole purpose of developing the projects and the projects taking a long time to get ready for intended sale) permit this. The capitalisation rate used was the weighted average of the borrowing costs applicable to all relevant borrowings outstanding during 2021.

(iii) Accounting for investment in associates - Gresham House Strategic plc (GHS ), Environment Bank Limited (EBL ) and Noriker Power Limited (Noriker)

The Board remains satisfied that the Group did not exercise control over GHS, based on the Group's stake and the fact that the management contract with GHS was terminated by the Board of GHS on 11 October 2021, thereby reducing any influence GHAM has over GHS. 

Nonetheless, the Board has concluded that the Group does exercise significant influence over GHS due to its 23% equity stake. As a result of this, it remains appropriate to account for the Group's stake in GHS as an associate of the Group. The stake in GHS was acquired in August 2015, however, the requirement to account for GHS as an associate arose with effect from 23 November 2015, the date the Company ceased being an investing company and became an operating company which resulted in a reassessment of the accounting for all such equity investments. The Board concluded that the Company continues to have significant influence over GHS. 

Noriker

On 8 June 2018, the Group acquired a 28% investment in Noriker, the battery storage developer, which was fully sold in December 2021. The Group has treated this as the disposal of an associate in the year. 

EBL

On 7 May 2021, the Group acquired a 50% investment in Environment Bank Limited (EBL), the habitat bank development company. The Group has also entered into an option agreement with Gresham House BSI Infrastructure LP and Gresham House British Sustainable Infrastructure Fund II LP (BSIF funds) for the BSIF funds to acquire 25% from the Group. The Group does not have the ability to control the board of EBL through majority voting rights or the ability to appoint or remove the majority of the board of directors. The Director's assessment is that the Group can exercise significant influence over EBL and has treated it as an associate.

(iv)  Consolidation assessment of funds managed and controlled by the Group

When assessing whether the Group controls funds that are managed on behalf of third parties, the Group is required to assess whether it has power over these funds; exposure, or rights, to variable returns from its involvement with the fund; and has the ability to use its power over the funds to affect the amount of the Group's returns. This can also be considered when the Group is acting in its capacity as agent or principal. An agent is acting on behalf of third-party investors, whereas a principal is acting for its own benefit.

IFRS 10 provides guidance for considering the assessment of whether fund managers are acting as agent or principal, and therefore whether the Group should consolidate the funds that it manages or not. The key considerations when assessing this are decision making authority of the fund manager, rights held by third parties, remuneration and exposure to returns. The following provides further detail on the Directors' assessment of control over the funds that are managed by Gresham House Asset Management Limited (GHAM), the FCA regulated entity within the Group and whether the Company or its subsidiaries are acting as agent or principal:

Fund	Manager/ adviser	Removal rights of investors	Remuneration basis	Gresham House holding	Agent/ principal	Accounting treatment
Rockwood Realisation (formerly GHS)	No	Substantive	n/a	23%	Agent	Associate
EBL	No	n/a	n/a	50%	Agent	Associate
GHF FF LP	Yes	No	Market norm	71%	Principal	Consolidate
GHFF LP	Yes	Substantive	Market norm	0%	Agent	No consolidation
GRID	Yes	Substantive	Market norm	-	Agent	No consolidation
Residential Secured Income plc	Yes	Substantive	Market norm	<1%	Agent	No consolidation
BSIF	Yes	Substantive	Market norm	<1%	Agent	No consolidation
BSIF II LP	Yes	Substantive	Market norm	<1%	Agent	No consolidation
SPE LP	Yes	Substantive	Market norm	0%	Agent	No consolidation
Baronsmead VCTs	Yes	Substantive	Market norm	0%	Agent	No consolidation
Mobeus VCTs	Yes	Substantive	Market norm	0%	Agent	No consolidation
Strategic Equity Capital plc	Yes	Substantive	Market norm	<1%	Agent	No consolidation
Micro Cap Fund	Yes	Substantive	Market norm	0%	Agent	No consolidation
Multi Cap Income Fund	Yes	Substantive	Market norm	0%	Agent	No consolidation
Gresham House Renewable Energy VCTs	Yes	Substantive	Market norm	0%	Agent	No consolidation
Forestry LP Funds	Yes	Substantive	Market norm	0%	Agent	No consolidation
New Energy LP Funds	Yes	Substantive	Market norm	0%	Agent	No consolidation

Gresham House Forestry Fund LP (GHFF LP) is managed by GHAM. GHAM is exposed to variable returns through its management fee and acquisition fees, as well as the Company's limited partnership interest in Gresham House Forestry Friends and Family LP (GHF FF LP), a vehicle which in turn is a limited partner in GHFF LP.

The limited partners of GHFF LP have the ability to remove the manager without cause, by obtaining limited partner special consent. There are a number of limited partners that would be required to co-ordinate to remove the manager. The Directors' assessment of this right indicates that the manager is acting as agent for GHFF LP and therefore should not consolidate GHFF LP.

The Directors' assessment of GHF FF LP, however, indicates that it is in a controlling position with a 71% holding and therefore should consolidate this in the Group financial statements.

The acquisition of TradeRisks Limited (TradeRisks) in March 2020 included the acquisition of shares in Residential Secured Income plc (ReSI plc), which is now managed by the Group. At the end of 2021 the Group held less than 1%% in ReSI plc. The Directors' assessment indicates that GHAM is acting as agent for ReSI plc and therefore should not consolidate ReSI plc.

Gresham House Energy Storage Fund plc (GRID) is managed by GHAM and the Company sold its direct investment in GRID in 2021. The assessment of whether GHAM is acting as agent or principal requires assessing the other entities and individuals that are connected to Gresham House and their investment in GRID. BSIF has a 5% investment in GRID, however the assessment of whether BSIF is controlled by GHAM concluded that GHAM does not control BSIF and therefore should not be included in the proportion of GRID that is under the control of GHAM.

Gresham House British Strategic Investment Fund (BSIF Strategy), which comprises two sub-funds, Gresham House BSI Infrastructure LP and Gresham House BSI Housing LP, is managed by GHAM. The manager is exposed to variable returns through its management fee and has committed £0.5 million to each sub-fund, making up less than 1.0% of committed capital. While exposed to the variable returns as an investor, this is not considered a material exposure. The limited partners of the BSIF Strategy also have the ability to remove the manager without cause, one year after the final close of the BSIF sub-funds with a special resolution. The Directors' assessment of this right and the fact that the Company is not invested in the BSIF Strategy indicates that the manager is acting as agent for the BSIF Strategy and therefore should not consolidate the BSIF Strategy.

BSIF II LP has the same assessment as BSIF LP, with the manager acting as agent and therefore should not consolidate BSIF II LP.

Gresham House Strategic Public Equity LP (SPE LP) is managed by GHAM, a subsidiary of Gresham House plc. GHAM in its role as investment adviser is exposed to variable returns through its management fee, however the Company is not directly invested in SPE LP. The limited partners of SPE LP have the ability to remove the manager without cause, one year after the final close of SPE LP on obtaining limited partner special consent. The Directors' assessment indicates that GHAM is acting as agent for SPE LP and therefore should not consolidate SPE LP.

The remaining funds of the Baronsmead VCTs, Mobeus VCTs, Gresham House Renewable Energy VCTs, the LF Gresham House UK Micro Cap Fund (Micro Cap Fund), the LF Gresham House UK Multi Cap Income Fund (Multi Cap Income Fund) and Strategic Equity Capital plc (SEC) are managed by GHAM, however are not invested in by the Group (or have less than 1% holding). The Board has therefore concluded that the Group is acting as agent and therefore should not consolidate these funds.

(v) Impairment review for Goodwill and Management Contracts from previous acquisitions

Per IAS 36 Impairment of Assets, the potential impairment of Goodwill and Management Contracts generated by prior acquisitions is reviewed. The WACC rates used for discounting were derived using a CAPM model, accounting for the different risk profile of acquired contracts. No terminal value was assigned for the review.

(a) Goodwill impairment testing

The potential value of the acquired cash generating units based on discounted cash flow of potential future performance of the acquired contracts was assessed. The cash generating units are defined as the collection of management contracts generating revenues which have a clearly allocated cost base and relate to the businesses that have been acquired by the Group. The cash generating units are the businesses formerly known as Aitchesse, Hazel Capital, FIM, Livingbridge VCT business, Mobeus VCT business, TradeRisks and Appian Asset Management. It has been assumed that the cash generating unit will continue to grow in line with reasonable assumptions based on historic assumptions and the business model. The revenues and costs were modelled using a discounted cash flow model, with the estimated value compared to the goodwill on the Statement of Financial Position and other intangible assets and acquired assets. Where the value estimated less other intangible and tangible assets is greater than the goodwill amount on the Statement of Financial Position, no impairment is recognised. There were no indications of impairment against all goodwill balances of the Group as at 31 December 2021 (2020: No impairment).

(b) Management Contracts impairment review

The management contacts were revalued using a discounted cash flow method to assess the remaining value of the contract to the end of its expected life. This is assumed with no growth from fund raising and costs assumed appropriate in a no growth business. The valuation was compared to the carrying value of the management contracts as at 31 December 2021 and there were no indications of impairment.

(vi) Valuation of contingent consideration

The fair value of contingent consideration payable to the sellers of Livingbridge VC, TradeRisks, Mobeus VCT and Appian businesses has been estimated with reference to the contractual requirements as at 31 December 2021.  

The remaining Livingbridge VC contingent consideration is driven by the hurdle to deliver revenues of between £30.9 million and £37.2 million in the three years to 31 December 2021. The revenues delivered over the period are in excess of the £37.2 million and therefore the maximum payout of £2.5 million will be made in March 2022.

The TradeRisks contingent consideration can total a maximum of £6.0 million, payable in cash to the sellers based on the following:

§ 0.5% of funds raised payable in three years, with maximum amount capped at £3.0 million;

§ Any realised synergies payable in three years, capped at £1.0 million; and

§ £2.0 million payable within six months post-completion for any inventory true-up.

The fair value of the contingent consideration has been estimated using estimated outcomes, the probability of those outcomes and discounting this at 7.5%. This is cash settled and will therefore be recognised as a liability on the balance sheet and the fair value assessed each reporting period.

The Mobeus VCT business contingent consideration is based on the Mobeus VCTs maintaining the VCT investment advisory agreements with Gresham House over the three years post acquisition (maximum £8.9 million payable as deferred consideration) and achieving certain AUM growth targets over the three-year period (maximum £0.8 million). The contingent consideration for maintaining the VCT contracts has been considered a reasonable likelihood and this amount has therefore been discounted for the time value of money. The contingent consideration for achieving the AUM targets has been probability weighted and discounted using the appropriate WACC. 

The Appian deferred consideration is driven by applying a multiple of 1.4x to the probability weighted earnings to be delivered in the year to 30 June 2023 and 30 June 2024. This outcome could range from zero deferred consideration up to the estimated €6.4 million.

(vii)  Mobeus VCT business acquisition - valuation of management contracts and brand 

The acquisition of the Mobeus VCT business in October 2021 is classified as a business combination under IFRS 3, Business Combinations. The acquisition involved the novation of the investment advisory agreements for the four Mobeus VCTs and a brand licence agreement and the transfer in of the team into the Group.

The investment advisory agreements for the four VCTs are therefore required to be fair valued at acquisition. This has been valued using a discounted cash flow model, with assumptions regarding length of contracts of 7.7 years, appropriate costs and appropriate discount rate applied. Contributory asset charges have also been applied to determine the fair value of the management contract. Deferred tax liabilities have also been recognised to reflect the temporary timing differences as the management contracts are amortised over their useful lives.

The brand licence agreement allows the Group t o use the Mobeus brand name on the VCTs for up to four years from acquisition. This has been fair valued using the royalty relief method and will be amortised over the four-year period. 

(viii)  Appian Asset Management Limited business acquisition - valuation of management contracts 

The acquisition of Appian Asset Management Limited in June 2021 is classified as a business combination under IFRS 3, Business Combinations. The acquisition involved the purchase of 100% of the share capital of Appian Asset Management Limited, which includes the management contracts of a number of funds.

The management agreements are therefore required to be fair valued at acquisition. This has been valued using a discounted cash flow model, with assumptions regarding length of contract, appropriate costs and appropriate discount rate applied. Contributory asset charges have also been applied to determine the fair value of the management contract. Deferred tax liabilities have also been recognised to reflect the temporary timing differences as the management contracts are amortised over their useful lives.

(s) Foreign currency

  Assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the Statement of Financial Position date.  Transactions in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. 

Exchange gains and losses arising on the retranslation of monetary financial assets are treated as a separate component of the change in fair value and recognised in profit or loss. Exchange gains and losses on non-monetary OCI financial assets form part of the overall gain or loss in OCI recognised in respect of that financial instrument.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

(t) Treasury shares

Consideration paid/received for the purchase/sale of treasury shares is recognised directly in equity. The cost of treasury shares held is presented as a separate reserve (the "treasury share reserve"). Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings.

(u) Gresham House Employee Benefit Trust (GH EBT)

As the Company is deemed to have control of the GH EBT, it is treated as a subsidiary and consolidated for the purposes of the Consolidated Financial Statements. The GH EBT's assets (other than investments in the Company's shares), liabilities, income and expenses are included on a line-by-line basis in the Consolidated Financial Statements. The GH EBT's investment in the Company's shares is deducted from equity in the consolidated statement of financial position as if they were treasury shares.

Notes to the accounts

1  Income

							2021		2020
							£'000		£'000
Asset management income
Asset management income							62,162		40,304
							62,162		40,304
Dividend and interest income
Dividend income - listed UK							173		316
Interest receivable: banks							8		69
Other							409		169
							590		554
Other operating income
Other income							15		51
DevCo income**							293		1,027
Non-core operating income*							1,140		-
							1,448		1,078
Performance fees
Performance fees							6,163		-
							6,163		-
Total income							70,363		41,936
Total income comprises:
Asset management income							62,162		40,304
Dividends							173		316
Interest							417		238
Other operating income							308		1,078
Non-core operating income*							1,140		-
Performance fees							6,163		-
							70,363		41,936

* Non-core operating income relates to income earned from Residential Property Management Limited for property services, which are not considered core asset management services to the Group.

** DevCo income represents the net operating income in the year from battery storage projects prior to projects being sold to GRID.

Gross core revenue as disclosed in the adjusted operating profit metric:

							2021		2020
							£'000		£'000
Asset management income - core operations							62,162		40,304
Dividend and interest income							590		554
Other operating income							308		1,078
Dividend income from associates							285		202
Gross core revenue							63,345		42,138

2   Segmental reporting

The Board and management team of the Company have organised and reported the performance of the business by Real Assets, Strategic Equity and Central segments. These have evolved as the business has grown to become a specialist asset manager.

Real Assets includes the Forestry, New Energy & Sustainable Infrastructure and Real Estate divisions.

Strategic Equity includes the Public Equity and Private Equity divisions.

Central includes the general income created and costs incurred by the central functions of the business that are not directly linked to Real Assets or Strategic Equity.

All activity and revenue are derived from operations within the United Kingdom.
 

For the year ended 31 December 2021			Real Assets		Strategic Equity		Central		Consolidated
Gross core income			£'000		£'000		£'000		£'000
Asset management income			38,947		23,215		-		62,162
Interest income			406		7		4		417
Dividend income			146		27		-		173
Other operating income			293		-		15		308
Dividend income from associates*			160		125		-		285
Rebates, distribution costs and fundraising costs			(142)		(1,594)		-		(1,736)
Net core income			39,810		21,780		19		61,609
Segment expenses			(17,562)		(5,644)		(17,922)		(41,128)
Finance costs			-		-		(311)		(311)
Adjusted operating profit/(loss)			22,248		16,136		(18,214)		20,170
Net performance fees			-		1,714		-		1,714
Net DevCo gains			1,773		-		-		1,773
Net non-core activities			38		-		-		38
Adjusted operating profit including performance fees and realised gains on investments			24,059		17,850		(18,214)		23,695
Exceptional items									(3,215)
Depreciation and amortisation									(9,475)
Loss on disposal of property, plant and equipment									-
Share of associate's profit/(loss)*									4,670
Profit on disposal of associate									461
Share-based payments relating to acquisitions									(615)
Acquisition related remuneration									(452)
Profits on investments at fair value									2,910
Movement in fair value of contingent consideration									(1,659)
Profit from continuing operations									16,320
*Share of associate's profit of £4,670,000 excludes dividend income received in the year of £285,000

For the year ended 31 December 2020			Real Assets		Strategic Equity		Central		Consolidated
Gross core income			£'000		£'000		£'000		£'000
Asset management income			26,198		14,106		-		40,304
Interest income			157		19		62		238
Dividend income			314		2		-		316
Other operating income			1,077		-		1		1,078
Dividend income from associates*			-		202		-		202
Rebates, distribution costs and fundraising costs			(190)		(1,174)		-		(1,364)
Net core income			27,556		13,155		63		40,774
Segment expenses			(12,924)		(6,433)		(9,333)		(28,690)
Finance costs			-		-		(25)		(25)
Adjusted operating profit/(loss)			14,632		6,722		(9,295)		12,059
Net realised gains on investments			1,008		-		-		1,008
Adjusted operating profit including performance fees and realised gains on investments			15,640		6,722		(9,295)		13,067
Exceptional items									(1,775)
Depreciation and amortisation									(8,904)
Loss on disposal of property, plant and equipment									(27)
Share of associate's profit/(loss)*									(44)
Share-based payments relating to acquisitions									(593)
Profits on investments at fair value									1,117
Movement in fair value of contingent consideration									(1,163)
Movement in fair value of deferred receivable									224
Profit from continuing operations									1,902

*Share of associate's profit/(loss) of £44,000 excludes dividend income received in the year of £202,000.

During the year the Group had no customers accounting for more than 10% of the Group's revenue (2020: one customer, totalling £4,631,000).

Other information:

31 December 2021	Real Assets		Strategic Equity		Central		Consolidated
	£'000		£'000		£'000		£'000
Segment assets	75,856		78,460		66,001		220,317
Segment liabilities	(20,909)		(22,613)		(29,258)		(72,780)
	54,947		55,847		36,743		147,537
Capital expenditure	1		54		2,985		3,040
Depreciation and amortisation	2,828		5,549		1,098		9,475
Non-cash expenses other than depreciation	-		-		3,788		3,788
Goodwill included within segment assets	17,552		31,244		-		48,794

31 December 2020	Real Assets		Strategic Equity		Central		Consolidated
	£'000		£'000		£'000		£'000
Segment assets	50,372		36,082		40,652		127,106
Segment liabilities	(8,185)		(1,585)		(20,058)		(29,828)
	42,187		34,497		20,594		97,278
Capital expenditure	-		-		1,215		1,215
Depreciation and amortisation	3,231		4,572		1,128		8,931
Non-cash expenses other than depreciation	-		-		2,268		2,268
Goodwill included within segment assets	17,551		12,167		-		29,718

3   Operating costs

Administrative overheads comprise the following:

			2021						2020
			Core activities		Non-core activities		Total		Total
			£'000		£'000		£'000		£'000
Directors' emoluments (excluding benefits in kind and share-based payments)			2,982		-		2,982		1,898
Auditor's remuneration*			360		-		360		246
Amortisation			8,516		-		8,516		8,033
Depreciation			950		9		959		871
Loss on disposal of assets			-		-		-		27
Wages and salaries			26,713		644		27,357		17,402
Social security costs			4,757		60		4,817		3,575
Share-based payments			3,788		-		3,788		2,266
Other operating costs			10,939		398		11,337		7,734
			59,005		1,111		60,116		42,052
Staff costs (including Directors' emoluments) were:
Wages, salaries and fees			29,631		644		30,275		19,237
Social security costs			4,757		60		4,817		3,575
Pension costs			1,008		30		1,038		716
			35,396		734		36,130		23,528

 

* A more detailed analysis of auditor's remuneration is as follows:							2021		2020
							£'000		£'000
Audit fees - Company and consolidated financial statements							40		40
Audit fees - audit of the Company's subsidiaries							298		186
Non audit services - CASS reporting to the FCA							22		20
							360		246

The Audit Committee reviews the nature and extent of non-audit services to ensure that independence is maintained. 

The average number of persons employed by the Group, including the Executive Directors, was 173 (2020: 113), including 22 employees relating to non-core activities (2020: nil). The Company has no employees.

4   Directors' emoluments

The audited emoluments of the Directors are disclosed in the Remuneration Report in the 2021 Annual Report and Audited Financial Statements.

The Directors are considered to be the Group's only key management personnel. Employer's National Insurance contributions in respect of the Directors for the year were £505,000 (2020: £270,000).

5  Business combinations

a) Appian Asset Management Limited

On 29 June 2021 the Group acquired 100% of the issued share capital of Appian Asset Management Limited (Appian), a company registered in Ireland. Appian is an active asset manager with around €350 million in Assets Under Management (AUM) as at 31 December 2020. The acquisition enhances the Group's capabilities to develop existing strategies in Ireland and Europe, particularly those with a sustainability focus including Forestry, Sustainable Infrastructure, and Real Estate.  Appian was subsequently renamed Gresham House Asset Management Ireland Limited.

The fair value of the identifiable net assets acquired, and the consideration paid under IFRS 3 is as follows:

	Net book value		Adjustments	Fair value
	£'000		£'000		£'000
Property, plant and equipment	54		441		495
Cash	2,305		-		2,305
Trade and other receivables	604		-		604
Trade and other payables	(1,464)		(690)		(2,154)
Management contracts	-		2,231		2,231
Goodwill	-		4,044		4,044
Deferred tax liability	-		(511)		(511)
Total identifiable net assets	1,499		5,515		7,014

The adjustments relate to the recognition of management contracts and associated deferred tax, goodwill and the IFRS 16 lease asset and liability.

Under the terms of the acquisition agreement, the fair value of the consideration paid to the vendors of Appian was:

		£'000
Cash		3,146
Shares - 104,168 shares in Gresham House plc valued at 940.0p per share on 29 June 2021		979
Total initial consideration		4,125
Contingent consideration		2,889
Total consideration		7,014

The consideration shares were admitted to trading on AIM on 5 July 2021.

Contingent consideration

Contingent consideration with an expected fair value of €4.6 million will be payable in cash to the sellers based on the following:

§ 1.4 times year two earnings, payable in two years. The expected fair value at acquisition was £1.1 million;

§ 1.4 times year three earnings, payable in three years. The expected fair value at acquisition was £1.4 million; and

§ up to €0.75 million payable in three years based on certain AUM and earnings targets.  The expected fair value at acquisition was £0.4 million.

The fair value of the contingent consideration has been estimated at the date of acquisition using estimated outcomes, the probability of those outcomes and discounting this at 13.0%. Up to 50% of the contingent consideration may be settled in Gresham House plc shares at the Company's discretion.  As such this will be recognised as a liability on the balance sheet and the fair value assessed each reporting period. The fair value at the time of acquisition was calculated as £2.9 million.  The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is between €nil million and €6.4 million.

Revenue and profits of Appian

 The actual revenues and profits that have been generated since the acquisition of Appian on 29 June 2021 to 31 December 2021 were:

	€'000
Revenues	1,988
Profit before tax	190

Prior to acquisition by the Group, Appian had a 31 December year end. The results for the most recent audited reporting period prior to acquisition were to 31 December 2020. Had Appian been part of the Group for the entire reporting period the following sums would have been consolidated:

	€'000
Revenue	3,403
Profit before tax	284

Goodwill

Goodwill arises due to the excess of the fair value of the consideration payable over the fair value of the net assets acquired. It is mainly attributable to the skills of the team acquired, the synergies expected to be achieved from the acquisition and the business development potential. Goodwill arising on the Appian acquisition is not deductible for tax purposes. 

Fair value

The fair value of the management contracts and customer relationships have been estimated using a discounted cash flow model. The estimated cash flows have been valued at a discount of 13.0%.

Acquisition costs in relation to business combinations have been classified as exceptional items (see Note 6).

b) Mobeus VCT business

On 1 October 2021 the Company acquired the VCT business of Mobeus Equity Partners LLP (Mobeus), a UK-based investment firm managing assets across two distinct client groups, one of which is the VCT business acquired by the Company. The acquisition of Mobeus included the novation and acquisition of investment advisory contracts for Mobeus Income & Growth VCT plc, Mobeus Income & Growth 2 VCT plc, Mobeus Income & Growth 4 VCT plc and The Income & Growth VCT plc (together, the "Mobeus VCTs"), with a combined AUM of £369 million as at March 2021, and the hiring of the Mobeus VCT team. The acquisition of Mobeus was to build out the Group's existing VCT business.

The fair value of the identifiable net assets acquired, and the consideration paid under IFRS 3 is as follows:

				Fair value
					£'000
Management contracts					21,115
Brand					456
Goodwill					15,118
Liabilities assumed					(514)
Deferred tax					(5,031)
Total identifiable net assets					31,144

Under the terms of the acquisition agreement, the fair value of the consideration paid to the vendors of Mobeus was:

		£'000
Vendor placing shares - 2,197,802 shares in Gresham House plc valued at 907.0p per share on 1 October 2021		19,934
Consideration shares - 439,560 shares in Gresham House plc valued at 907.0p per share on 1 October 2021		3,986
Excess cash and net working capital		(514)
Total initial consideration		23,406
Contingent consideration		7,738
Total consideration		31,144

The vendor placing and consideration shares were admitted to trading on AIM on 1 October 2021.

Contingent consideration

Contingent consideration with an expected fair value of £7.7 million will be payable in cash to the sellers over a three-year period conditional on contract retention and fundraising and AUM targets. 

The fair value of the contingent consideration has been estimated at the date of acquisition using estimated outcomes, the probability of those outcomes and discounting this at 12.0%. As such this will be recognised as a liability on the balance sheet and the fair value assessed each reporting period.

The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is between £nil million and £12.1 million.

Goodwill

Goodwill arises due to the excess of the fair value of the consideration payable over the fair value of the net assets acquired. It is mainly attributable to the skills of the team acquired, the synergies expected to be achieved from the acquisition and the business development potential.

None of the goodwill is expected to be deductible for income tax purposes.

Actual revenue and profits of Mobeus

The actual revenues and profits that have been generated since the acquisition of Mobeus on 1 October 2021 to 31 December 2021 were:

	£'000
Revenues	2,588
Profit before tax	1,917

The disclosure of hypothetical revenues and profits of Mobeus for the year ended 31 December 2021 is not considered relevant due to the nature of the transaction. The entire Mobeus business was not acquired and there will be revenues and expenses not relevant to the business acquired.

Fair value

The fair value of the management contracts has been estimated using a discounted cash flow model. The estimated cash flows have been valued at a discount of 12.0%. This resulted in fair value of management contracts totalling £21,115,000  being recognised at acquisition.  The fair value of the brand has been estimated using a relief from royalty approach which resulted in a value of £456,000 being recognised at acquisition.

Acquisition costs in relation to business combinations have been classified as exceptional items (see Note 6).

c) TradeRisks Limited

On 5 March 2020 the Group acquired 100% of the issued share capital of TradeRisks Limited (TradeRisks), a company registered in England. TradeRisks is a fund management business and specialist provider of debt structuring and advisory services to the housing and social infrastructure sectors. TradeRisks' wholly owned and separately FCA regulated subsidiary, ReSI Capital Management Limited (RCML), is the manager of Residential Secure Income plc (ReSI plc) (LSE: RESI), a closed-ended investment company which seeks to deliver secured income returns to its shareholders by investing in portfolios of shared ownership, retirement and local authority housing. The management contracts for ReSI plc were acquired as part of the acquisition of TradeRisks.

The fair value of the identifiable net assets acquired, and the consideration paid under IFRS 3 is as follows:

					Net book value		Adjustments		Fair value
					£'000		£'000		£'000
Investments					463		-		463
Property, plant and equipment					180		346		526
Intangible fixed assets					97		-		97
Cash					1,639		-		1,639
Trade and other receivables					5,999		-		5,999
Trade and other payables					(410)		(346)		(756)
Management contracts					-		2,886		2,886
Customer relationships					-		263		263
Deferred tax liability					(16)		(598)		(614)
Total identifiable net assets					7,952		2,551		10,503

Under the terms of the acquisition agreement, the fair value of the consideration paid to the vendors of TradeRisks was:

									£'000
Cash									9,684
Shares - 555,555 shares in Gresham House plc valued at 625p per share on 4 March 2020									3,472
Total initial consideration									13,156
Contingent consideration									3,002
Total consideration									16,158

The consideration shares were admitted to trading on AIM on 11 March 2020.

Contingent consideration

Contingent consideration totalling a maximum of £6.0 million will be payable in cash to the sellers based on the following:

§ 0.5% of funds raised payable in three years, with maximum amount capped at £3.0 million. The expected fair value at acquisition was £1.6 million;

§ any realised synergies payable in three years, capped at £1.0 million. The expected fair value at acquisition was £0.6 million; and

§ £2.0 million payable within six months post-completion for any inventory true-up. The expected fair value at acquisition was £0.8 million.  £0.6 million was settled in 2020, with £0.8 million settled during the current year.

The fair value of the contingent consideration has been estimated at the date of acquisition using estimated outcomes, the probability of those outcomes and discounting this at 7.5%. This is cash settled and will therefore be recognised as a liability on the balance sheet and the fair value assessed each reporting period. The fair value at the time of acquisition was calculated as £3.0 million.

Revenue and profits of TradeRisks

TradeRisks was acquired on 5 March 2020. The Group recognised the following amounts in respect of TradeRisks for the 43-week period ended 31 December 2020:

									£'000
Revenue									2,535
Profit before tax									148

The £148,000 profit for the period of ownership reflects the impact of COVID-19 on the debt arrangement business, which delayed a number of debt advisory transactions which have since completed in 2021.

Prior to acquisition by the Group, TradeRisks had a 31 July year end. The results for the most recent audited reporting period prior to acquisition were to 31 July 2019:

									£'000
Revenue									5,897
Profit before tax									2,187

Goodwill

Goodwill arises due to the excess of the fair value of the consideration payable over the fair value of the net assets acquired and was calculated as £5.7 million at acquisition. It is mainly attributable to the skills of the team acquired, the synergies expected to be achieved from the acquisition and the business development potential. Goodwill arising on the TradeRisks acquisition is not deductible for tax purposes. 

Fair value

The fair value of the management contracts and customer relationships has been estimated using a discounted cash flow model. The estimated cash flows have been valued at a discount of 7.5%. This resulted in the fair value of management contracts being recognised at £2,886,000 and the customer relationships at £263,000.  The net book value of the management contracts and customer relationships has been reviewed for impairment and no impairment has been recognised as at 31 December 2021.

 

6   Exceptional items

							2021		2020
							£'000		£'000
Acquisition costs
TradeRisks Limited							19		868
Appian Asset Management Limited							187		328
Mobeus							1,141		-
Joint Venture costs							4		219
Other							79		30
							1,430		1,445
Restructuring costs							633		330
DevCo acquisition and disposal costs							1,152		-
							3,215		1,775

Acquisition, associated restructuring costs and exceptional legal fees are considered exceptional and not part of the normal operating activity of the Group.

7   Finance costs

							2021		2020
							£'000		£'000
Interest payable on bank loans							148		-
Finance fees							96		-
Interest payable on leases							67		25
							311		25

See Note 25 for details of borrowings.

8   IFRS 16 Leases

IFRS 16 Leases relates to leases for use of office space at various locations. As a lessee, the Group has recognised a lease liability representing the present value of the obligation to make lease payments, and a related right-of-use (ROU) asset in line with the process explained under the statement of compliance.

The rate implicit in the leases is not evident and so the entities' incremental borrowing rates have been used. The incremental rate referred to by IFRS 16 indicates the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the ROU asset in a similar economic environment. The weighted average incremental borrowing rate used on the date of initial application of the leases is 3.25%, which refers to interest charge on the Group's revolving credit facility.

The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the ROU asset.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit and loss over the life of the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

							2021		2020
							£'000		£'000
ROU asset cost							3,526		2,221
ROU asset accumulated depreciation							(1,220)		(1,623)
Retained reserves *							(6)		(6)
Depreciation expense							713		666

* Representing the net impact of recognising the leases under IFRS 16 as at 1 January 2019 as the Group chose to not restate prior periods as a matter of practical expedience afforded by the standard. The impact on retained reserves was immaterial.
 

An analysis of the lease liability relating to ROU assets is as follows:

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Balance as at 1 January			641		445		211		243
IFRS 16 restatement			689		346		-		-
Additions			1,970		470		1,734		446
Cash payments			(912)		(645)		(625)		(486)
Foreign exchange movements			(14)		-		-		-
Interest expense			67		25		21		8
As at 31 December			2,441		641		1,341		211

Please see Note 33 Financial Instruments for the maturity profile of leases.

The Group has elected not to apply IFRS 16 to:

(a)  Low value leases for various IT equipment leased across the business. The maximum third-party new item price of any excluded equipment is less than £3,000. The total amount of lease payments for the year ended 31 December 2021 relating to these leases was £21,000.

It is also noted that:

(a)  the impact of lease liability and ROU asset on deferred taxes is expected to be immaterial;

(b)  there were no material residual value guarantees or contractual dilapidation commitments that impacted the initial recognition value for ROU assets and lease liability;

(c)  there were no purchase options for leased assets that was made available to or requested by the Group; and

(d)  lease values do not include any termination penalties as the business intends to use the properties to the end of lease terms.

Lease terms are negotiated on an individual basis across all seven leases and contain a wide range of different terms and conditions.  The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor.  Leased assets may not be used as security for borrowing purposes.  No rent concessions were applied and all lease payments are considered fixed per the lease agreement.

 

9   Taxation

							2021		2020
							£'000		£'000
(a) Analysis of credit in period:
UK Corporation tax at 19% (2020: 19%)							2,883		1,778
Over provision in prior year							(520)		(237)
Deferred tax							1,744		(457)
Total tax charge							4,107		1,084
(b) Factors affecting tax charge for period:
Profit/(loss) on ordinary activities before tax multiplied by standard rate of corporation tax in the UK of 19% (2020: 19%)							3,101		361
Tax effect of:
Dividend income not taxable							-		(73)
Amortisation not taxable							261		617
Disallowable expenses/non-taxable income							(2,468)		(913)
Recognition of previously unrecognised deferred tax liabilities							2,071		-
Utilisation of previously unrecognised tax losses							(449)		(11)
Over provision in prior year							(520)		(237)
Deferred tax not recognised							-		(689)
Effect of tax rate change on opening balances							2,328		2,029
Remeasurement of deferred tax							(217)		-
Actual tax charge							4,107		1,084

The Group has unutilised tax losses of approximately £10.2 million (2020: £10.2 million) available against future corporation tax liabilities. A potential deferred taxation asset of £2.6 million (2020: £1.6 million) in respect of some of these losses has not been recognised in these financial statements as it is not considered sufficiently probable that the Group will generate sufficient taxable profits from the same trade to recover these amounts in full.  The Company recognised a deferred tax asset of £0.1 million (2020: £0.2 million) in the current year.  No material uncertain tax positions exist as at 31 December 2021. This assessment relies on estimates and assumptions and may involve a series of complex judgements about future events. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will impact income tax expense in the period in which such determination is made.
 

10   Earnings per share

(a)  Basic and diluted profit per share

							2021		2020
Total net profit attributable to equity holders of the parent (£'000)							11,777		577
Weighted average number of shares in issue during the period							34,083,582		30,479,015
Number of shares held by the Gresham House Employee Benefit Trust							(204,007)		-
							33,879,575		30,479,015
Basic profit per share attributable to equity holders of the parent (pence)							34.8		1.9
Diluted profit per share attributable to equity holders of the parent (pence)							32.7		1.8

2,229,892 (2020: 1,475,509) shares were deemed to have been issued at nil consideration as a result of shares which could be issued under the bonus share matching plan, long-term incentive plans and acquisition related share-based payments.

(b)  Adjusted earnings per share

Adjusted earnings per share is based on adjusted operating profit after tax, which is stated after charging interest but before depreciation, amortisation, share-based payments and remuneration relating to acquisitions, profits and losses on disposal of property, plant and equipment, net performance fees, net non-core activities, net development gains and exceptional items, to provide the non-GAAP measure of the performance as an asset manager. This includes dividend and income received from investments in associates. 

Adjusted profit for calculating adjusted earnings per share:

							2021		2020
							£'000		£'000
Net operating profit/(loss) after finance costs							6,721		(1,916)
Add back:
Exceptional operatingexpenses							3,215		1,775
Depreciation and amortisation							9,475		8,904
Loss on disposal of property, plant and equipment							-		27
Dividend income received from associates							285		202
Net performance fees							(1,714)		-
Variable compensation attributable to gains on development projects							689		2,474
Development project costs							470		-
Net non-core activity							(38)		-
Share-based payments relating to acquisitions							615		593
Acquisition related remuneration							452		-
Adjustedprofitattributable to equity holders of the parent before tax							20,170		12,059
Corporation tax attributable to adjusted operating profit							(2,363)		(1,541)
Adjustedprofitattributable to equity holders of the parent after tax							17,807		10,518
Adjusted profit per share (pence) - basic							52.6		34.5
Adjusted profit per share (pence) - diluted							49.4		32.9

11   Dividends

In May 2021 the Company paid £1,881,000 which represents a final dividend for the year ended 31 December 2020 of 6.0 pence per share. A final dividend for the year ended 31 December 2019 of 4.5 pence per share totalling £1,351,000 was paid in May 2020.

Set out below is the total dividend payable in respect of the financial year, which is the basis on which the requirements of Section 1158 Corporation Tax Act 2010 are considered.

							2021		2020
							£'000		£'000
Proposed final dividend for the year ended 31 December 2021 of 10.0 pence (2020: 6.0 pence) per share							3,800		1,926

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.
 

12   Investments

Investments have been classified as follows:			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Non-current assets			13,560		9,086		8,308		5,342
Other debtors due within one year - Investment in development projects (see Note 21)			3,537		551		3,537		551
			17,097		9,637		11,845		5,893

A further analysis of total investments is as follows:			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Listed securities - on the London Stock Exchange			4,993		3,991		3,555		3,202
Securities dealt in under AIM			1,363		950		1,363		950
Securities dealt in under Aquis Exchange			5		7		5		7
Unlisted securities			10,736		4,689		6,922		1,734
Closing value at 31 December			17,097		9,637		11,845		5,893
Investments valued at fair value through profit and loss			13,560		8,874		8,308		5,130
Loans and receivables carried at amortised cost			3,537		763		3,537		763
			17,097		9,637		11,845		5,893

The movement in investments valued at fair value through profit and loss is:			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Opening cost			7,839		8,724		5,203		6,975
Opening net unrealised losses			1,035		190		(73)		(132)
Opening value			8,874		8,914		5,130		6,843
Movements in the year:
Purchases at cost			5,851		1,309		5,203		885
Additions through business combinations			-		463		-		-
Sales - proceeds			(4,047)		(2,883)		(3,045)		(2,883)
Sales - realised gains and (losses) on sales			1,081		226		361		226
Net unrealised gains and (losses)			1,801		845		659		59
Closing value			13,560		8,874		8,308		5,130
Closing cost			10,724		7,839		7,722		5,203
Closing net unrealised gains/(losses)			2,836		1,035		586		(73)
Closing value			13,560		8,874		8,308		5,130

The movement in loans and receivables carried at amortised cost is:			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Opening value			763		1,915		763		1,915
Movements in the year:
Purchases at cost			6,296		47		6,296		47
Sales - proceeds			(3,550)		(1,245)		(3,550)		(1,245)
Sales - realised gains and (losses) on sales			28		46		28		46
Net unrealised gains and (losses)			-		-		-		-
Transferred on acquisition of subsidiary undertaking			-		-		-		-
Closing value			3,537		763		3,537		763

Gains and losses on investments held at fair value:			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Net realised gains on disposal			1,109		272		389		272
Net unrealised gains and (losses)			1,801		845		659		59
Profit on disposal of subsidiary undertaking			2,932		3,482		-		-
Net gains on investments			5,842		4,599		1,048		331

13   Property, plant and equipment

Group 2021	Office equipment		Motor vehicles		Leasehold property		Right of  use assets		Total
	£'000		£'000		£'000		£'000		£'000
Cost
As at 1 January	409		346		130		2,221		3,106
Additions	289		38		-		1,988		2,315
Additions through business combinations	54		-		-		806		860
Disposals during the year	(99)		(26)		-		(1,472)		(1,597)
Foreign exchange movements	-		-		-		(17)		(17)
As at 31 December	653		358		130		3,526		4,667
Depreciation
As at 1 January	195		169		29		1,623		2,016
IFRS 16 restatement through business combinations	-		-		-		365		365
Charge for the year	138		80		28		713		959
Disposals during the year	(96)		(23)		-		(1,472)		(1,591)
Foreign exchange movements	-		-		-		(9)		(9)
As at 31 December	237		226		57		1,220		1,740
Net book value as at 31 December	416		132		73		2,306		2,927

Group 2020	Office equipment		Motor vehicles		Leasehold property		Right of  use assets		Total
	£'000		£'000		£'000		£'000		£'000
Cost
As at 1 January	260		289		4		1,344		1,897
Additions	95		57		-		470		622
Additions through business combinations	54		-		126		407		587
As at 31 December	409		346		130		2,221		3,106
Depreciation
As at 1 January	96		88		4		896		1,084
IFRS 16 restatement through business combinations	-		-		-		61		61
Charge for the year	99		81		25		666		871
As at 31 December	195		169		29		1,623		2,016
Net book value as at 31 December	214		177		101		598		1,090

Company 2021	Office equipment		Motor vehicles		Right of  use assets		Total
	£'000		£'000		£'000		£'000
Cost
As at 1 January	348		292		1,445		2,085
Additions	211		38		1,752		2,001
Disposals during the year	(92)		(26)		(1,472)		(1,590)
As at 31 December	467		304		1,725		2,496
Depreciation
As at 1 January	170		115		1,236		1,521
Charge for the year	98		80		469		647
Disposals during the year	(89)		(23)		(1,472)		(1,584)
As at 31 December	179		172		233		584
Net book value as at 31 December	288		132		1,492		1,912

Company 2020	Office equipment		Motor vehicles		Right of  use assets		Total
	£'000		£'000		£'000		£'000
Cost
As at 1 January	253		235		991		1,479
Additions	95		57		454		606
As at 31 December	348		292		1,445		2,085
Depreciation
As at 1 January	89		34		746		869
Charge for the year	81		81		490		652
As at 31 December	170		115		1,236		1,521
Net book value as at 31 December	178		177		209		564

14   Intangible assets

Group 2021	Goodwill		Customer relationships		Contracts		Brands		IT platform development		Total
	£'000		£'000		£'000		£'000		£'000		£'000
Cost
As at 1 January	29,718		3,335		46,650		-		1,242		80,945
Additions through business combinations	19,162		-		23,346		456		-		42,964
Other additions	-		-		-		-		725		725
Disposals during the year	-		-		(1,406)		-		(9)		(1,415)
Foreign exchange movements	(86)		-		(47)		-		-		(133)
As at 31 December	48,794		3,335		68,543		456		1,958		123,086
Amortisation
As at 1 January	-		3,116		17,411		-		448		20,975
Charge for the year	-		54		8,047		29		386		8,516
Disposals during the year	-		-		(1,406)		-		(8)		(1,414)
Foreign exchange movements	-		-		(3)		-		-		(3)
As at 31 December	-		3,170		24,049		29		826		28,074
Net book value as at 31 December	48,794		165		44,494		427		1,132		95,012
Remaining amortisation period	n/a		3 years		1-22 years		4 years		1-4 years

Group 2020	Goodwill		Customer relationships		Contracts		IT platform development		Total
	£'000		£'000		£'000		£'000		£'000
Cost
As at 1 January	24,063		3,072		43,764		588		71,487
Additions through business combinations	5,655		263		2,886		97		8,901
Other additions	-		-		-		593		593
Disposals	-		-		-		(36)		(36)
As at 31 December	29,718		3,335		46,650		1,242		80,945
Amortisation
As at 1 January	-		2,457		10,283		202		12,942
Charge for the year	-		659		7,128		246		8,033
As at 31 December	-		3,116		17,411		448		20,975
Net book value as at 31 December	29,718		219		29,239		794		59,970
Remaining amortisation period	n/a		4 years		1-23 years		1-4 years

Goodwill can be allocated to CGUs as follows

		2021		2020
		£'000		£'000
Appian Asset Management Limited		3,958		-
Livingbridge VCT business		12,167		12,167
Mobeus VCT business		15,118		-
TradeRisks Limited		5,655		5,655
FIM, Hazel Capital and Aitchesse		11,896		11,896
		48,794		29,718

Company		2021		2020
		IT platform development		IT platform development
		£'000		£'000
Cost
As at 1 January		1,181		588
Additions		725		593
As at 31 December		1,906		1,181
Amortisation
As at 1 January		432		202
Charge for the year		374		230
As at 31 December		806		432
Net book value as at 31 December		1,100		749
Remaining amortisation period		1-4 years		1-4 years

The assumptions used to fair value the contracts, including discount rates, growth rates and cash flow models are described in more detail in the critical accounting estimates and judgements section of the accounting policies.

Goodwill has been assessed for each business acquired for impairment as at 31 December 2021. This assessment includes an analysis of the expected cash flows from the specific businesses based on expected fundraising and other growth factors as well as the associated cost of delivering the planned revenues. A discount has been applied to the cash flows to determine an estimate of the fair value of the business, which is used to assess whether goodwill should be impaired.

The discount rates applied by CGU in 2021 and 2020 is as follows:

Appian Asset Management Limited		12.3%
Livingbridge VCT business		15.0%
Mobeus VCT business		12.0%
TradeRisks Limited		7.5%
FIM, Hazel Capital and Aitchesse		7.5%

No reasonably possible change in any of the variables used in the goodwill impairment tests would give rise to an impairment.
 

15   Long-term receivables

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Other debtors			492		-		492		-
			492		-		492		-

Other debtors consist of rental deposits.

16   Disposal group held for sale

The Group has invested in the development of battery storage projects, which are part of the exclusive pipeline to be sold to Gresham House Energy Storage Fund plc (GRID) when operational, and the development of solar projects (collectively known as DevCo Projects). In some instances DevCo Projects have been sold prior to being operational, with deferred consideration payable when the project becomes operational.  The DevCo Projects are held in separate SPVs, which the Group entity Gresham House Devco Limited owns 100% of the equity in, and the Group has also lent funds for the development of the projects.

The sale of certain DevCo Projects has been agreed with GRID and is documented, including price and conditions to complete the sale. It is expected that the sale process will complete within a six to 12-month time frame, as such it has been deemed appropriate to treat the DevCo Projects as assets held for sale under IFRS 5. Specifically, they are classified as a "disposal group" held for sale, whose value will be primarily recovered by sale.

The assets and liabilities of those SPVs which have been consolidated by the Group are:

							2021		2020
							£'000		£'000
Assets of a disposal group held for sale							17,545		7,363
Liabilities of a disposal group classified as held for sale							(7,499)		(2,072)
							10,046		5,291

The Group's interest in other DevCo Projects can be summarised as follows:

							2021		2020
							£'000		£'000
Loans and receivables brought forward							551		1,208
Additions							3,537		-
Disposals							(551)		(657)
Loans and receivables carried forward (Note 12)							3,537		551

The Group's total exposure to DevCo Projects is:

							2021		2020
							£'000		£'000
Net assets and liabilities of a disposal group held for sale							10,046		5,291
Loans and receivables							3,537		551
							13,583		5,842

During the year the Group acquired a controlling interest in Arbroath Limited, Coupar Limited, Penwortham Storage Limited, Grendon Storage Limited, Melksham West Storage Limited, Melksham East Storage Limited, West Didsbury Storage Limited, Enderby Storage Limited, Low Farm Solar Limited and Siddington Solar Farm Limited.

During the year the Group disposed of GridReserve Limited (Byers Brae), Penwortham Storage Limited, Grendon Storage Limited, Melksham West Storage Limited, Melksham East Storage Limited, West Didsbury Storage Limited and Enderby Storage Limited, with total net proceeds of £11,583,000 due, realising a net gain on disposal of £2,932,000.

17   Investment in subsidiaries

							Company
							2021		2020
Subsidiary undertakings							£'000		£'000
As at 1 January							79,872		79,872
Additions							276		-
As at 31 December							80,148		79,872

The subsidiary undertakings of Gresham House plc are as follows:

Held by  Company		Held by other  Group companies	Country of incorporation and registered office
	%	%
Aitchesse Limited	-	100	5 New Street Square, London EC4A 3TW, England
Arbroath Limited	-	100	5 New Street Square, London EC4A 3TW, England
Chartermet Limited	-	95	5 New Street Square, London EC4A 3TW, England
Coupar Limited	-	100	5 New Street Square, London EC4A 3TW, England
Deacon Commercial Development and Finance Limited	-	100	5 New Street Square, London EC4A 3TW, England
Deacon Knowsley Limited	-	95	5 New Street Square, London EC4A 3TW, England
FIM Services Limited	-	100	5 New Street Square, London EC4A 3TW, England
FIM Windfarms (SC) General Partner Limited	-	100	58 Morrison Street, Glasgow EH3 8BP, Scotland
Gresham House Asset Management Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Asset Management Ireland Limited	-	100	42 Fitzwilliam Place, Dublin 2, Ireland
Gresham House Carry Warehousing Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Capital Partners Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Company Secretarial 1 Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Company Secretarial 2 Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Devco Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House EIS Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Energy Storage Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Finance Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Forestry Limited	-	100	Riverview House, Friarton Road, Perth PH2 8DF, Scotland
Gresham House Forestry Friends and Family LP	71.4	-	Riverview House, Friarton Road, Perth PH2 8DF, Scotland
Gresham House Forest Funds General Partner Limited	-	100	5 New Street Square, London EC4A 3TW England
Gresham House (General Partner) Limited	-	100	Riverview House, Friarton Road, Perth PH2 8DF, Scotland
Gresham House GP LLP	-	100	Riverview House, Friarton Road, Perth PH2 8DF, Scotland
Gresham House Holdings Limited	100	-	5 New Street Square, London EC4A 3TW, England
Gresham House Housing Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Initial Partner Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Infrastructure Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Investment Management Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Investment Management (Guernsey) Limited	-	100	Dorey Court, Admiral Park, St Peter Port GY1 2HT, Guernsey
Gresham House Investors Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House New Energy Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House (Nominees) Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Private Capital Solutions Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Private Equity Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Private Wealth Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Real Assets Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Renewable Infrastructure Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Services Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Smaller Companies Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Solar Distribution Designated Member 1 Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Solar Distribution Designated Member 2 Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House SPE Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Special Situations Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Timberland General Partner Limited	-	100	5 New Street Square, London EC4A 3TW, England

 

Held by  Company		Held by other  Group companies	Country of incorporation and registered office
	%	%
Gresham House Windfarms General Partner 3 Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House Value Limited	-	100	5 New Street Square, London EC4A 3TW, England
Gresham House VCT Limited	-	100	5 New Street Square, London EC4A 3TW, England
Lister Battery Limited	-	100	5 New Street Square, London EC4A 3TW, England
Low Farm Solar Limited	-	100	5 New Street Square, London EC4A 3TW, England
Monets Garden Battery Limited	-	100	5 New Street Square, London EC4A 3TW, England
MyFutureLiving Limited	-	100	80 Cheapside, London EC2V 6EE, England
My ReSI Home Limited	-	100	80 Cheapside, London EC2V 6EE, England
New Capital Holdings Limited	-	95	5 New Street Square, London EC4A 3TW, England
Newton Estate Limited	-	100	5 New Street Square, London EC4A 3TW, England
ReSI Capital Management GP Limited	-	100	5 New Street Square, London EC4A 3TW, England
ReSI Capital Management Limited	-	100	5 New Street Square, London EC4A 3TW, England
ReSI Property Management Limited	-	100	1st Floor, 2 Castle Street, Taunton TA1 4AS, England
Retirement Rentals Limited	-	100	1st Floor, 2 Castle Street, Taunton TA1 4AS, England
Retirement Rentals Nominee Company 1 Limited	-	100	1st Floor, 2 Castle Street, Taunton TA1 4AS, England
Security Change Limited	-	100	5 New Street Square, London EC4A 3TW, England
Siddington Solar Farm Limited	-	100	5 New Street Square, London EC4A 3TW, England
TradeRisks Inc	-	100	9 East Loockerman Street, Dover DE 19901, United States
TradeRisks Limited	-	100	5 New Street Square, London EC4A 3TW, England
TradeRisks (Luxembourg) S.a.r.l.	-	100	25a, Boulevard Royal L-2449 Luxembourg
Wolden Estates Limited	-	100	5 New Street Square, London EC4A 3TW, England
Your ReSI Home Limited	-	100	80 Cheapside, London EC2V 6EE, England

Gresham House Holdings Limited is the employing entity for the Group.  Gresham House Asset Management Limited, TradeRisks Limited and ReSI Capital Management Limited are the FCA regulated entities. 

18   Investment in associates

							2021		2020
							£'000		£'000
Opening Investment in associates							9,142		9,186
Share of associates' profit							4,955		158
Dividends received from associates							(285)		(202)
Additions							1,165		-
Return of capital							(2,441)		-
Disposals							(371)		-
Redesignation							(210)		-
Closing investment in associates							11,955		9,142

The above balance consists of the Group's holdings in Gresham House Strategic plc (GHS, now known as Rockwood Realisation plc) and Environment Bank Limited (EBL).  The Group's holdings in Noriker Power Limited (Noriker) and Biggerbrook Limited (Biggerbrook) were disposed of during the year.

The Board believe that Gresham House plc exercises significant influence over GHS, but not control, through its 23.4% equity investment.

The latest published financial information of GHS was the unaudited interim results for the six months to 30 September 2021. The assets and liabilities at that date are shown below:

							2021		2020
							£'000		£'000
Non-current assets							67,987		38,461
Current assets							1,938		3,924
Current liabilities							(4,916)		(173)
Net assets							65,009		42,212

The GHS consolidated unaudited statement of comprehensive income noted realised and unrealised gains from continuing operations on investments at fair value through profit and loss of £17,845,000, revenues of £367,000 and total comprehensive income of £12,887,000 for the six months ended 30 September 2021.

The registered office of GHS is 6^th Floor, 60 Gracechurch Street, London, EC3V 0HR.

The Board believe that Gresham House plc exercises significant influence over EBL, but not control, through its 50% equity investment. The latest financial information of EBL was the unaudited results for the 8-month period to 31 December 2021. The assets and liabilities at that date are shown below:

							£'000
Non-current assets							34
Current assets							1,048
Current liabilities							(607)
Long-term liabilities							(670)
Net liabilities							(195)

The EBL unaudited statement of comprehensive income noted revenues of £567,000 and a loss before tax and total comprehensive loss of £1,308,000 for the period ended 31 December 2021.

The registered office of EBL is Central House, 20 Central Avenue, St Andrews Business Park, Norwich, NR7 0HR.

 

19   Trade receivables

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Amounts receivable within one year:
Trade receivables			11,135		3,184		-		-
Less allowance for credit losses			-		-		-		-
			11,135		3,184		-		-

As at 31 December 2021, trade receivables of £614,000 (2020: £87,000) were past due but not impaired. The ageing analysis of these trade receivables is as follows:

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
1-3 months			516		53		-		-
3-6 months			67		26		-		-
More than 6 months			31		8		-		-
			614		87		-		-

As at 31 December 2021 there were no provisions against trade receivables (2020: £nil).  

The expected credit losses are estimated using a provision matrix by reference to past default experience and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtor, general economic conditions of the industry and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has therefore not recognised a loss allowance because historical experience has indicated that the risk profile of trade receivables is deemed low.

20   Accrued income and prepaid expenses

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Accrued income			9,561		9,124		75		-
Other debtors			10,794		3,457		713		642
Prepaid expenses			1,350		1,202		369		118
			21,705		13,783		1,157		760

The movement in other debtors includes an increase in deferred consideration receivable from DevCo Projects to £9,748,000 at 31 December 2021 from £1,748,000 at 31 December 2020.

21   Other current assets

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Amounts owed by Group undertakings			-		-		16,510		6,334
Loan Receivables - Investment in development projects (see Note 12)			3,537		551		3,537		551
Corporation tax recoverable			-		-		-		-
			3,537		551		20,047		6,885

Amounts owed by Group undertakings are repayable on demand and attract interest of between 0% and 15% per annum.

Receivables from Group undertakings and loans to Group undertakings are considered to be a low credit risk.  Credit risk for these assets has not increased significantly since their initial recognition. As such, no expected credit losses have been recognised in respect of Group balances as any effect would be immaterial for the Company.

22   Trade and other payables

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Trade creditors			742		705		-		-
IFRS 16 lease creditor			643		440		283		211
Other creditors			2,955		1,561		32		14
Accruals and deferred income			24,195		14,416		204		18
Corporation tax payable			1,692		273		-		-
Contingent consideration (Note 26)			12,494		1,385		-		-
			42,721		18,780		519		243

23   Short-term borrowings

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Bank loans - within current liabilities (Note 25)			-		-		-		-
Amounts owed to Group undertakings			-		-		1,136		4,651
			-		-		1,136		4,651

24   Deferred taxation

Under International Accounting Standard (IAS) 12 (Income Taxes) provision is made for the deferred tax liability associated with the recognition of the management contracts and customer relationships as part of the 100% acquisition of FIM and TradeRisks and the acquisition of the Mobeus VCT business. This has been initially recognised at 17% for FIM, 19% for TradeRisks, 24% for Appian and 24% for Mobeus of the fair value of the intangible assets at acquisition and reassessed each year end, with the movement being recognised in the income statement.

During the year the Group reassessed the assumptions made at the time of the acquisition of the Livingbridge VC management contracts.  This resulted in a deferred tax liability of £2,071,000 being recognised at a rate of 22% on 1 October 2021.

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% (2020: 19%). The increase in the main rate of corporation tax to 25% was substantively enacted with effect from April 2023. This new rate has been applied to deferred tax balances which are expected to reverse after 1 April 2023.

As at 31 December 2021 the deferred tax liability was £8,743,000 (2020: £3,227,000).

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where the Directors believe it is probable that these assets will be recovered.

The Group has recognised a deferred tax asset of £2,197,000 (2020: £1,051,000) in relation to differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the statement of financial position liability method.  The Company has recognised £92,000 (2020: £153,000) in respect of these differences.

The movement on the deferred tax account is as shown below:

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Balance as at 1 January			(2,176)		(2,019)		153		276
Deferred tax recognised in profit and loss			(1,744)		457		(61)		(123)
Deferred tax recognised in equity			1,062		-		-		-
			(2,858)		(1,562)		92		153
Arising on business combinations			(5,542)		(614)		-		-
Balance as at 31 December			(8,400)		(2,176)		92		153

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Deferred tax asset			2,197		1,051		92		153
Deferred tax liability			(10,597)		(3,227)		-		-
			(8,400)		(2,176)		92		153

 

25   Long-term borrowings

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Bank loans			-		-		-		-
			-		-		-		-

On 31 December 2021, the Company signed an amendment and restatement agreement relating to the facility agreement originally dated 21 December 2020 with Banco Santander SA (the facility), increasing the facility size from £5.0 million to £20.0 million. The facility is secured with fixed and floating charges over certain of the Company's assets, with cross guarantees provided by Gresham House Asset Management Limited and Gresham House Holdings Limited.  The fixed charges relate to certain Group bank accounts with a carrying value of £32.3 million as at the year end.

No amounts were drawn under this facility at the year end.

The Group has complied with the financial covenants attached to the facility.

The interest payable on the facility is SONIA plus 3.05%. 

26   Non-current liabilities - other creditors

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Contingent consideration			10,165		5,548		-		-
IFRS 16 lease creditor			1,798		201		1,058		-
			11,963		5,749		1,058		-

Contingent consideration

Livingbridge VC

The Livingbridge VC contingent consideration has been determined in two parts.

The first is that the VCT Boards do not give notice to GHAM within two years of the acquisition. Should this be the case, then a payment of £5.0 million will be made to the sellers of Livingbridge VC. Contingent consideration totalling £5.0 million was paid in respect of this during the previous year.

The second part of the contingent consideration is the hurdle to deliver revenues from the Livingbridge VC business of between £30.9 million and £37.2 million in the three years to 31 December 2021. The maximum amount payable on achieving the £37.2 million hurdle is £2.5 million and the minimum payable is zero if the £30.9 million hurdle is not achieved. The fair value of the remaining contingent consideration payable to the Livingbridge VC sellers as at 31 December 2021 was £2.4 million.

TradeRisks

Contingent consideration totalling a maximum of £6.0 million will be payable in cash to the sellers based on the following:

a)  0.5% of funds raised payable in three years, with maximum amount capped at £3.0 million;

b)  any realised synergies payable in three years, capped at £1.0 million; and

c)  £2.0 million payable within six months post-completion for any inventory true-up.

Payments totalling £0.8 million relating to part c) were paid during the year (2020: £0.6 million).

The fair value of the remaining contingent consideration payable to the TradeRisks sellers as at 31 December 2021 was £2.7 million.

Monets Garden

The Group acquired a controlling interest in Monets Garden Battery Limited, a battery storage development project, during the previous year. Under the terms of the SPA deferred consideration of £0.3 million was paid in February 2021 and a further amount of £0.75 million was paid in February 2022.

Lister Battery

The Group acquired a controlling interest in Lister Battery Limited, a battery storage development project, during the previous year.  Under the terms of the SPA deferred consideration of £0.3 million was paid in February 2021 and a further amount of £0.75 million was paid in February 2022.

Arbroath Limited

The Group acquired a controlling interest in Arbroath Limited, a battery storage development project, during the year.  Under the terms of the SPA deferred consideration of £0.18 million is payable by 31 March 2022.

Coupar Limited

The Group acquired a controlling interest in Coupar Limited, a battery storage development project, during the year.  Under the terms of the SPA deferred consideration of £0.375 million is payable by 31 March 2022.

Statera Projects

The Group acquired a controlling interest in Penwortham Storage Limited, Grendon Storage Limited, Melksham West Storage Limited, Melksham East Storage Limited, West Didsbury Storage Limited and Enderby Storage Limited,  battery storage development projects collectively known as the Statera Projects, during the year.  Under the terms of the SPA deferred consideration of £4.037 million is payable by 30 June 2022.

Appian

Contingent consideration with an expected fair value of £4.0 million will be payable in cash to the sellers based on the following:

§ 1.4 times year two earnings, payable on 30 June 2023. The expected fair value as at 31 December 2021 is £1.1 million;

§ 1.4 times year three earnings, payable on 30 June 2024. The expected fair value as at 31 December 2021 is £1.5 million; and

§ up to €0.75 million payable on 30 June 2024 based on certain AUM and earnings targets.  The expected fair value as at 31 December 2021 is £0.4 million.

The fair value of the contingent consideration has been estimated using expected outcomes, the probability of those outcomes and discounting this at 13.0%. Up to 50% of the contingent consideration may be settled in Gresham House plc shares at the Company's discretion. 

Mobeus

Contingent consideration totalling a maximum of £9.7 million will be payable in cash to the sellers based on the following:

· £4.1 million payable on 31 December 2022 subject to the retention of the management contracts;

· £2.9 million payable on 31 December 2023 subject to the retention of the management contracts;

· a maximum of £1.9 million payable after three years subject to the retention of the management contracts; and

· a maximum of £0.8 million payable in three years subject to fundraising and AUM targets.  

The fair value of the contingent consideration has been estimated using expected outcomes, the probability of those outcomes and discounting this at 12.0%.  The expected fair value as at 31 December 2021 is £8.0 million.

27   Share capital

							2021		2020
							£'000		£'000
Allotted: Ordinary - 38,000,819 (2020: 32,091,707) fully paid shares of 25 pence							9,500		8,023

During the year the Company issued the following new ordinary shares:

· 750,000 shares on 26 March 2021 at par into the Gresham House Employee Benefit Trust;

· 104,168 shares on 29 June 2021 at a price of 940.0 pence per share to the vendors of Appian Asset Management Limited;

· 2,197,802 shares on 17 September 2021 at a price of 910.0 pence per share by way of a placing;

· 219,780 shares on 17 September 2021 at a price of 910.0 pence per share by way of a retail placing;

· 439,560 shares on 1 October 2021 at a price of 895.0 pence per share to the vendors of the Mobeus VCT business; and

· 2,197,802 shares on 1 October 2021 at a price of 907.0 pence per share by way of a vendor placing.

The Gresham House Employee Benefit Trust (EBT) held 204,007 shares at 31 December 2021, with a par value of £51,000 (2020: nil).

The shares held by the GH EBT are expected to be issued under share option contracts. The shares were acquired during the year. In 2021, 1,287,450 shares were issued to employees.

28   Share warrants

Group	2021				2020
	Shareholder warrants		Total warrants			Shareholder warrants		Total warrants
Balance as at 1 January	-		-			56,363		56,363
Warrants exercised during the year	-		-			(56,302)		(56,302)
Warrants lapsed during the year	-		-			(61)		(61)
As at 31 December	-		-			-		-

Shareholder warrants

On 1 December 2014, the Company issued 1,073,904 shareholder warrants to existing shareholders as at the close of business on 28 November 2014 on a 1:5 basis, such warrants having been admitted to trading on AIM. Shareholder warrants were freely transferable, exercisable at any time between 1 January 2015 and 31 December 2019 at an exercise price of 323.27 pence per ordinary share and subject to the terms of the shareholder warrant instrument dated 7 October 2014. Shareholder warrants not exercised by 31 December 2019 lapsed.

During the previous year, 56,302 shareholder warrants were converted into ordinary shares resulting in the issue of 56,302 new ordinary shares.  Notice was given by shareholder warrant holders by 31 December 2019 for 56,363 shareholder warrants, of which 56,302 have been exercised, with the remaining 61 shareholder warrants lapsing.

29   Share based payments

2016 Long-term incentive plan

Following approval from shareholders at the General Meeting of the Company on 20 November 2015, the Directors implemented a long-term incentive plan (2016 LTIP) to incentivise the management team as well as align their interests with those of shareholders on 28 July 2016 through enhancing shareholder value.

For the purposes of the 2016 LTIP, "shareholder value" is the difference between the market capitalisation of the Company at the point in time that any assessment is made and the sum of:

(i)  the market capitalisation of the Company a) at 1 December 2014 for first awards made to management who joined the Company before 30 September 2015 (old joiners) and b) at the date of award in all other cases (new joiners); and

(ii) the aggregate value (at the subscription price) of all ordinary shares issued thereafter and up to the point in time that any assessment is made, in each case adjusted for dividends and capital returns to shareholders and/or issue of new shares.

The beneficiaries of the 2016 LTIP, will in aggregate be entitled to an amount of up to 20.0% of shareholder value created over the exercise period, subject to performance criteria set out below. Individual participation in the shareholder value created will be determined by the Remuneration Committee.

There will be certain hurdles the Company's share price has to achieve before an award vests.

In the event that the Company achieves an average mid-market closing price equal to compound growth at 7% per annum for a period of ten consecutive dealing days in the period after 1 December 2016 for first awards to management who joined the Company before 30 September 2015 and from the second anniversary of the date of award in all other cases, 50% of the award will vest.

In the event that the share price of the Company outperforms the FTSE All Share Index in the period after 1 December 2016, and from the second anniversary of the date of the award in all other cases, 50% of the award shall vest.

Each award will require a minimum term of employment of three years and awards will be made to current management and new joiners at the Company's discretion.

IFRS 2: Share-based Payments sets out the criteria for an equity-settled share-based payment, which has market performance conditions. The 2016 LTIP meets these criteria and should therefore be recognised at award at fair value and amortised over the vesting period of two years. There is no amount payable by the beneficiaries on exercise. The table below details the type and number of shares in Gresham House Holdings Limited issued and exercised in the year:

2021	A Shares old  joiners		A Shares new joiners		B Shares		C Shares		D Shares		Total LTIP
Balance as at 1 January	-		-		104		-		180		284
Exercised during the year	-		-		(104)		-		-		(104)
As at 31 December	-		-		-		-		180		180
Exercisable at year end	-		-		-		-		180		180
Months to vesting	-		-		-		-		-

2020	A Shares old  joiners		A Shares new joiners		B Shares		C Shares		D Shares		Total LTIP
Balance as at 1 January	870		46		208		104		180		1,408
Exercised during the year	(870)		(46)		(104)		(104)		-		(1,124)
As at 31 December	-		-		104		-		180		284
Exercisable at year end	-		-		104		-		-		104
Months to vesting	-		-		-		-		12

104 B Shares were exercised during the year and at the Company's discretion were settled in cash.  The difference between the fair value recognised over the vesting period and the fair value at the date of exercise of £2.4 million was recognised in retained reserves.  The fair value of the remaining D Shares at the year end was £1.9 million which could result in the issuance of 211,724 shares in Gresham House plc based on the year end share price of 900 pence.

Fair value

The fair value of the award at the date of the award has been determined using an expected returns model, which is based on a number of scenarios and probabilities of the Company's performance for the period when the awards may be exercised. The assumptions in the model have estimated the shareholder value created and applied discounts for liquidity and likelihood of exercise by participants. The weighted average valuation of the Company has been used to calculate the expected shareholder value created and consequently the value of the plan. 

2018 Long-term incentive plan

The Remuneration Committee considered and implemented a long-term incentive arrangement in 2018 (2018 LTIP). The 2016 LTIP became exercisable during 2018 and as such the Remuneration Committee introduced the 2018 LTIP to align the management team and wider members of the business for the next three years with shareholders.

The 2018 LTIP is a deferred share award, which vests in three years from the date of award subject to management remaining employed by the Company as at the vesting date. There is no staggered vesting period, vesting is at the end date in three years' time.

During the year ended 31 December 2021, 421,805 awards were exercised and net-settled by ordinary shares held by the Gresham House Employee Benefit Trust.  During the year ended 31 December 2020, 7,331 awards were exercised and net-settled by ordinary shares held by the Gresham House Employee Benefit Trust.  The weighted average share price at the date of exercise was 887 pence (2020: 740 pence).

2019 Long-term incentive plan

The Remuneration Committee considered and implemented a long-term incentive arrangement in 2019 (2019 LTIP).

Under the 2019 LTIP, 274,728 deferred shares were awarded to the management team and 121,063 deferred shares were awarded to the wider members of the business, with a fair value at award of £1.5 million and £0.7 million respectively. The awards to the management team vest in three years from the date of award subject to management remaining employed by the Company as at the vesting date and achievement of performance conditions. There is no staggered vesting period, vesting is at the end date in three years' time.  The awards to the wider members of the business also vest in three years from the date of award but there are no performance conditions. 

The performance conditions relating to the management team's awards are that in the event that the Company achieves an average mid-market closing price equal to compound growth at 7% per annum over the three-year period from award, or the growth in Adjusted Earnings Per Share has compound growth of 7% per annum or more, 50% of the award will vest.

In the event that the share price of the Company outperforms the FTSE All Share Index from the third anniversary of the date of the award in all other cases, 50% of the award will vest.

The fair value of the 2019 LTIP was measured as the share price at the date of award.  The impact of the volatility in the share price has been deemed to be immaterial.

2021 Long-term incentive plan

The Remuneration Committee considered and implemented a long-term incentive arrangement in 2021 (2021 LTIP).

Under the 2021 LTIP, 109,448 deferred shares were awarded to the wider members of the business, with a fair value at award of £0.9 million. The 2021 LTIP is a deferred share award, which vests in three years from the date of award subject to the team remaining employed by the Company as at the vesting date. There is no staggered vesting period, vesting is at the end date in three years' time.

	2018 LTIP		2019 LTIP - management team		2019 LTIP other staff		2021 LTIP		Total
Balance as at 31 December 2019	429,136		274,728		121,064		-		824,928
Exercised in the year	(7,331)		-		(4,504)		-		(11,835)
Balance as at 31 December 2020	421,805		274,728		116,560		-		813,093
Issued in the year	-		-		-		109,448		109,448
Exercised in the year	(421,805)		-		-		-		(421,805)
Lapsed in the year	-		-		(9,009)		-		(9,009)
Balance as at 31 December 2021	-		274,728		107,551		109,448		491,727
Exercisable at year end	-		-		-		-		-

2020 Long-term incentive plan

The Directors implemented the 2020 long-term incentive plan (2020 LTIP) in December 2020 to incentivise the management team as well as align their interests with those of shareholders through enhancing shareholder value. This scheme replaced the 2016 LTIP which had vested and was exercised by the majority of the management team during 2020.

The 2020 LTIP pool principles state that the value of the awards will be driven by the total return to shareholders over (i) 1 January 2020 to 31 December 2023 (the first measurement period) and (ii) 1 January 2020 to 31 December 2024 (the second measurement period).

In the event that total return to shareholders over the first measurement period is 7% p.a. (Performance Hurdle) or more, a maximum related plan pool of value equal to 7.5% of such total return may arise. In the event that total return to shareholders is more than the Performance Hurdle over the second measurement period, a maximum of 15% of such total return to shareholders may arise (less any pool value distributed under the awards in respect of the first measurement period).

Return to shareholders for such purposes shall be measured from a base value of 165,706,250, being the 90-day average market capitalisation of the Company to 1 January 2020, to the respective 90-day market capitalisation averaging periods at each of the measurement periods and shall include the value of dividends (assumed reinvested) and other capital (if any) returned. Appropriate adjustments to the required minimum 7% p.a. level of growth in return shall be made in respect of any capital raised during the measurement periods.

IFRS 2: Share-based Payments sets out the criteria for an equity-settled share-based payment, which has market performance conditions. The 2020 LTIP meets these criteria and should therefore be recognised at award at fair value and amortised over the vesting period of four years from the date of award. The fair value of the 2020 LTIP at award was £5.7 million and at year end was £16.9 million, which equates to 1,901,586 Gresham House plc shares at 900 pence. 

There is no amount payable by the beneficiaries on exercise and the number of shares in respect of which the awards may vest when aggregated with those issuable or issued in respect of awards granted under the 2020 LTIP and any other Company employees' share scheme, shall not exceed 20% of prevailing issued share capital in accordance with the AIM Admission circular dated 4 November 2015. Scaling back of awards shall apply to such extent as required to ensure this limit is not breached.

Renewable Energy team long-term incentive plan

The Renewable Energy management team, which joined as part of the acquisition of the asset management business of Hazel Capital LLP, had a long-term incentive plan in place, which granted the team a total of 1,000 A Shares in Gresham House New Energy Limited on 31 October 2017. The plan is an earn out plan following the acquisition of Hazel Capital LLP and is considered an acquisition related share-based payment. The vesting date of the A Shares was 31 December 2020, when the holders are entitled to receive either Gresham House plc shares, or cash at the Company's discretion in exchange for their A Shares. Under the guidance in IFRS 2:41, it has been considered that the A Share settlement should be treated as an equity-settled instrument.

The A Shares vested on 31 December 2020 with a valuation, based on the average profits generated by the New Energy division between 31 October 2017 and 31 December 2020, of £13.0 million.  The award was partially settled with 984,124 shares in Gresham House plc, with a fair value of 787.5 pence per share and, at the Company's discretion, the balance of £5.3 million was settled in cash.  The difference between the fair value recognised over the vesting period and the fair value at the date of exercise was recognised in retained reserves.

The fair value of the A Shares at award was £276,000 (£276 per share), which was amortised over the three-year and two-month vesting period.

Livingbridge VC long-term incentive plan

The Livingbridge VC long-term incentive plan is an equity-settled incentive scheme and considered an acquisition related share-based payment. The recipients of the scheme will receive up to £2.5 million in aggregate in Gresham House plc shares based on the three-year period to 31 December 2021.  There is a hurdle to deliver revenues from the Livingbridge VC business of between £30.9 million and £37.2 million in the three years to 31 December 2021. The maximum amount payable on achieving the £37.2 million hurdle is £2.5 million and the minimum payable is zero if the £30.9 million hurdle is not achieved.  As at 31 December 2021 the hurdle had been reached and the full £2.5 million will be settled in Gresham House plc shares or cash in March 2022.

Mobeus VC long-term incentive plan

The Mobeus VC long-term incentive plan is an equity-settled incentive scheme and considered an acquisition related share-based payment. The recipients of the scheme will receive up to £1.3 million in aggregate in Gresham House plc shares based on the three-year period to 1 October 2024.

Bonus share matching plan

The Company introduced in 2016 a share matching plan linked to the discretionary annual bonus scheme to encourage management and employees to invest in the long-term growth of the Company.

Subject to Remuneration Committee approval, management and employees entitled to a bonus may be permitted (but not required) to defer and reinvest up to 50% of their annual bonus into ordinary shares which will be released to them after three years together with any additional matching shares subject to performance criteria set out below. In 2021 the Remuneration Committee approved the reinvestment of up to 50% of annual bonuses into ordinary shares by management and employees subject to a maximum amount of £100,000 (2020: 50% subject to a maximum amount of £100,000).

In the event that the Company achieves a mid-market closing price equal to 7% per annum compound growth from the date of deferral, the participants will receive 50% of the matching shares benefit. In the event that the Company's share price outperforms the FTSE All Share Index from the date of deferral, the participants will receive 50% of the matching shares.

Shares will be awarded in the ratio one share for each share invested. In the event that this performance condition is not met, the participants will receive only the ordinary shares acquired with the deferred bonus.

The bonus shares to be awarded after the three-year period and subject to performance conditions have been fair valued using a Monte Carlo simulation. The key variables include the risk-free rate of 0.32% and volatility of the Company share price of 16%. The fair value of the matching shares relating to the 2020 bonuses is £316,000 (£1.57 per share) and will be amortised over the three-year vesting period.

Save as you earn (SAYE) scheme

In 2018 the Remuneration Committee approved a SAYE scheme for the benefit of all employees of the Group whereby employees can save up to £500 per month over a three-year period.  At the end of the three-year period the employees have an option to purchase Company shares at the agreed exercise price or receive their savings in cash.  The exercise price for the 2020 scheme is 399 pence.  The following table outlines the maximum number of shares under the SAYE scheme:

					Shares under option		Fair value of option (pence)		Exercise price (pence)
2019 SAYE scheme					106,266		85		373
2020 SAYE scheme					74,567		104		399
2021 SAYE scheme					-		-		-
					180,833

68,707 SAYE options in relation to the 2018 SAYE scheme were exercised in the year at an exercise price of 325 pence.

For all share-based payment awards the performance conditions and employment conditions as specified per scheme are required to be met at the vesting dates otherwise the awards lapse or are forfeited accordingly.  Specific details are included in the schemes above.
 

30   Reserves

	2021						2020 (restated)
	Share premium account	Merger reserve	Treasury shares	Foreign exchange reserve	Retained reserves		Share premium account	Merger reserve	Retained reserves
Group	£'000	£'000	£'000	£'000	£'000		£'000	£'000	£'000
Balance as at 1 January	60,061	19,981	-	-	8,402		52,594	16,648	14,039
(Loss)/profit and total comprehensive income	-	-	-	(158)	12,500		-	-	577
Issue of shares	39,267	4,830	(51)	-	-		7,429	3,333	-
Share-based payments	-	-	-	-	(5,424)		38	-	(4,863)
Cancellation of share premium	(60,000)	-	-	-	60,000		-	-	-
Dividends paid	-	-	-	-	(1,881)		-	-	(1,351)
As at 31 December	39,328	24,811	(51)	(158)	73,597		60,061	19,981	8,402

	2021				2020 (restated)
	Share premium account	Merger reserve	Retained reserves		Share premium account	Merger reserve	Retained reserves
Company	£'000	£'000	£'000		£'000	£'000	£'000
Balance as at 1 January	60,061	19,981	9,257		52,594	16,648	12,379
Loss and total comprehensive income	-	-	(1,695)		-	-	(1,771)
Issue of shares	39,267	4,830	-		7,467	3,333	-
Share-based payments	(60,000)	-	60,000		-	-	-
Cancellation of share premium	-	-	(4,977)		-	-	-
Dividends paid	-	-	(1,881)		-	-	(1,351)
As at 31 December	39,328	24,811	60,704		60,061	19,981	9,257

				2021			2020
Non-controlling interest:				£'000				£'000
Balance as at 1 January				811				582
Interest in trading result for the year				(3)				(2)
Interest in investments - securities				267				231
As at 31 December				1,075				811

The following describes the nature and purpose of each reserve within equity:

Reserve   Description and purpose

Share premium account  Amount subscribed for share capital in excess of nominal value.

Merger reserve  Represents the difference between the value of shares issued by the Company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries accounted for under the acquisition method.

Treasury shares  Weighted average cost of own shares held in treasury and by the GH EBT

Foreign exchange reserve  Gains and losses arising on retranslating the net assets of overseas operations into sterling.

Retained earnings   All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

Restatement of share premium

In the prior years when there had been the acquisitions of the below entities, shares in the Group were issued in exchange for obtaining the shareholding in the entity being acquired.  S612 of the Companies Act of 2006 indicates that when these shares are issued at a premium, then S610 of the Companies Act of 2006 does not apply, hence any excess over par shouldn't be taken to share premium. In these cases merger relief applies and the excess above par value should be allocated to a separate merger reserve. In the prior year financial statements this excess above par value had not been taken to a separate merger reserve.

Acquisitions:

· 2018 - FIM and Livingbridge

· 2020 - TradeRisks

The effect of the change is as follows and has had no impact on the prior year's profit, total assets, total liabilities or total equity. The change is a reclassification to a separate merger reserve within equity.

			Share premium as presented		Change		Restated share premium		New merger reserve
			£'000		£'000		£'000		£'000
31 December 2019			69,242		(16,648)		52,594		16,648
31 December 2020			80,042		(19,981)		60,061		19,981

31   Net asset value per share

Basic							2021		2020
Equity attributable to holders of the parent (£'000)							146,462		96,467
Number of ordinary shares in issue at the end of the period							38,000,819		32,091,707
Number of shares held by the Gresham House Employee Benefit Trust							(204,007)		-
							37,796,812		32,091,707
Basic net asset value per share (pence)							387.5		300.6

Diluted							2021		2020
Equity attributable to holders of the parent (£'000)							146,462		96,467
Number of ordinary shares in issue at the end of the period							40,151,526		33,567,216
Number of shares held by the Gresham House Employee Benefit Trust							(204,007)		-
							39,937,519		33,567,216
Basic net asset value per share (pence)							366.6		287.4

Diluted net asset value per share is based on the number of shares in issue at the year end together with 2,150,707 shares deemed to have been issued at nil consideration as a result of shares which could be issued under the bonus share matching plan, long-term incentive plans and acquisition related share-based payments.

									£'000
The movement during the year of the assets attributable to ordinary shares were as follows:
Total net assets attributable at 1 January 2021									96,467
Total recognised gains for the year									11,777
Share-based payments									(5,424)
Issue of shares									45,523
Dividends paid									(1,881)
Total net assets attributable at 31 December 2021									146,462

32   Notes to the statements of cash flows

a) Reconciliation of operating profit to operating cash flows

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Net operating profit / (loss) after finance costs			6,721		(1,916)		(2,680)		(1,981)
Loss from discontinued operations			(14)		(12)		-		-
Interest payable			214		25		169		8
Depreciation			959		871		648		652
Loss on disposal of property, plant and equipment			-		27		(1)		-
Amortisation			8,516		8,033		374		230
Share-based payments			3,788		2,262		-		-
Acquisition related remuneration			452		-		-		-
			20,636		9,290		(1,490)		(1,091)
Increase in long-term receivables			(492)		-		(492)		-
(Increase)/decrease in current assets			(7,745)		1,777		(87)		(81)
Increase/(decrease) in current liabilities			8,731		6,525		158		(8)
			21,130		17,592		(1,911)		(1,180)

b) Non-cash investing and financing activities

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Acquisition of right-of-use assets (Notes 8 and 13)			2,794		877		1,752		454
Partial settlement of business combinations through the issue of shares (Notes 5 and 27)			24,899		3,472		-		-
			27,693		4,349		1,752		454

c) Net debt reconciliation

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Cash and cash equivalents			40,252		21,886		23,800		7,826
Borrowings			-		-		(1,136)		(4,651)
Amounts owed by Group undertakings			-		-		16,510		6,334
Lease liabilities (Note 8)			(2,441)		(641)		(1,341)		(211)
Net cash			37,811		21,245		37,833		9,298

Group					Leases		Cash		Total
					£'000		£'000		£'000
Net cash/(debt) at 1 January 2020					(445)		19,432		18,987
Cash flows					620		2,454		3,074
New leases obtained through business combinations					(346)		-		(346)
New leases					(470)		-		(470)
Net (debt)/cash at 31 December 2020					(641)		21,886		21,245
Cash flows					845		18,366		19,211
New leases obtained through business combinations					(689)		-		(689)
New leases					(1,970)		-		(1,970)
Foreign exchange movements					14		-		14
Net (debt)/cash at 31 December 2021					(2,441)		40,252		37,811

Company			Net borrowings		Leases		Cash		Total
			£'000		£'000		£'000		£'000
Net (debt)/cash at 1 January 2020			(3,206)		(243)		1,940		(1,509)
Cash flows			7,704		478		5,886		14,068
Non-cash intercompany movements			(6,317)		-		-		(6,317)
Other movements			3,502		-		-		3,502
New leases			-		(446)		-		(446)
Net cash/(debt) at 31 December 2020			1,683		(211)		7,826		9,298
Cash flows			11,578		604		15,974		28,156
Non-cash intercompany movements			(22,786)		-		-		(22,786)
Other movements			24,899		-		-		24,899
New leases			-		(1,734)		-		(1,734)
Net cash/(debt) at 31 December 2021			15,374		(1,341)		23,800		37,833

33   Financial instruments

The Group consists of the Company and subsidiary undertakings whose principal activities are asset management.

The Group's financial instruments, which are held in accordance with the Group's objectives and policies, comprise:

(i)  securities consisting of listed and unlisted equity shares;

(ii)   a portfolio of listed and unlisted fixed income securities;

(iii)  cash, liquid resources and short-term debtors and creditors that arise directly from its operational activities; and

(iv)  short-term and long-term borrowings.

As at 31 December 2021 the following categories of financial instruments were held by:

Group	2021				2020
	Loans and receivables at amortised cost		Assets at fair value through profit or loss		Loans and receivables at amortised cost		Assets at fair value through profit or loss
Financial assets per Statement of Financial Position	£'000		£'000		£'000		£'000
Investments	3,537		13,560		763		8,874
Trade and other receivables - current and non-current	11,627		9,748		3,184		1,718
Accrued income and other debtors	10,608		-		10,863		-
Cash and cash equivalents	40,252		-		21,886		-
	66,024		23,308		36,696		10,592

	2021				2020
	Other financial liabilities at amortised cost		Liabilities at fair value through profit or loss		Other financial liabilities at amortised cost		Liabilities at fair value through profit or loss
Financial liabilities per Statement of Financial Position	£'000		£'000		£'000		£'000
Trade and other payables - short-term	27,950		12,494		15,892		1,385
Other creditors - long-term	1,798		10,165		201		5,548
	29,748		22,659		16,093		6,933

Company	2021				2020
	Loans and receivables at amortised cost		Assets at fair value through profit or loss		Loans and receivables at amortised cost		Assets at fair value through profit or loss
Financial assets per Statement of Financial Position	£'000		£'000		£'000		£'000
Investments	3,537		8,308		763		5,130
Accrued income and other debtors	1,280		-		643		-
Amounts owed by Group undertakings	16,510		-		6,334		-
Cash and cash equivalents	23,800		-		7,826		-
	45,127		8,308		15,566		5,130

	2021				2020
	Other financial liabilities at amortised cost		Liabilities at fair value through profit or loss		Other financial liabilities at amortised cost		Liabilities at fair value through profit or loss
Financial liabilities per Statement of Financial Position	£'000		£'000		£'000		£'000
Trade and other payables - short-term	519		-		243		-
Trade and other payables - long-term	1,058		-		-		-
Other loans - short and long-term	1,136		-		4,651		-
Bank loans - short and long-term	-		-		-		-
	2,713		-		4,894		-

The carrying value of loans and receivables and other financial liabilities are not materially different to their fair values. The Group's activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The main risks to which the Group is exposed are market price risk, credit risk, interest rate risk and liquidity risk. The nature and extent of the financial instruments outstanding at the Statement of Financial Position date and the risk management policies employed by the Group are summarised below.

Market price risk

Market price risk is the risk that changes in market prices will adversely affect the Group's income due to a decline in the underlying value of assets under management, resulting in lower fees.

The objective of market price risk management is to manage and control market price exposure, while optimising the return on risk. The Group manages strategic equity funds, which are exposed to market prices. Forestry asset management fees are not linked directly to market prices.

Market price risk arises from uncertainty about the future prices of financial instruments held within the Group's portfolio. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. The investments in equity and fixed interest stocks of unquoted companies are not traded and as such the prices are more uncertain than those of more widely traded securities.

Unquoted investments are valued as per accounting policy (j) in these financial statements. Regular reviews of the financial results, combined with close contact with the management of these investments, provides sufficient information to support these valuations.

Foreign currency risk

The Group is not materially exposed to currency risk as its assets and liabilities are substantially denominated in Sterling.

Credit risk

Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Group.

The Group's maximum exposure to credit risk is:

							2021		2020
							£'000		£'000
Loan stock investments							3,537		763
Deferred receivable - short and long-term							9,748		1,718
Trade and other receivables - short-term							11,627		3,184
Accrued income and other debtors							10,608		10,863
Cash and cash equivalents							40,252		21,886
							75,772		38,414

The Group has an exposure to credit risk in respect of both loan stock investments and other loans, most of which have no security attached to them, or where they do, such security will rank after any bank debt. The Company's exposure to credit risk is restricted to investments, cash and cash equivalents, other loans, amounts owed by Group undertakings and accrued income totalling £45,127,000 (2020: £15,566,000).

Cash and cash equivalents consist of cash in hand and balances with banks. To reduce the risk of counterparty default the Group deposits its surplus funds in approved high-quality banks.

The following table shows the maturity of the loan stock investments and other loans referred to above:

							2021		2020
Loan stock investments							£'000		£'000
Repayable within: - 1 year							3,537		763
1-2 years							-		-
2-3 years							-		-
3-4 years							-		-
4-5 years							-		-
							3,537		763

As at 31 December 2021 loan stock investments totalling £858,000 (2020: £858,000) were impaired and provided for.

As at 31 December 2021 other loans totalling £54,000 (2020: £54,000) were impaired and provided for.

There is potentially a risk whereby a counterparty fails to deliver securities which the Company has paid for or pay for securities which the Company has delivered. This risk is considered to be small as where the transaction is in respect of quoted investments the Company uses brokers with a high credit quality and where the transaction is in respect of unquoted investments, these are conducted through solicitors to ensure that payment matches delivery.

Interest rate risk

The Group's fixed and floating interest rate securities, equity, preference equity investments and loans and net revenue may be affected by interest rate movements. Investments in small businesses are relatively high-risk investments which are sensitive to interest rate fluctuations.

The Group's assets include fixed and floating rate interest instruments as detailed below. The Group is exposed to interest rate movements on its floating rate liabilities.

The interest rate exposure profile of the Group's financial assets and liabilities as at 31 December 2021 and 2020 were:

Group	Non-interest-bearing assets/ liabilities		Fixed rate assets		Floating rate assets		Fixed rate liabilities		Floating rate liabilities		Net total
As at 31 December 2021	£'000		£'000		£'000		£'000		£'000		£'000
Investments	13,560		3,537		-		-		-		17,097
Cash	-		-		40,252		-		-		40,252
Trade and other receivables	21,375		-		-		-		-		21,375
Accrued income and other debtors	10,608		-		-		-		-		10,608
Creditors
- falling due within 1 year	(27,307)		-		-		(643)		-		(27,950)
- falling due after 1 year	-		-		-		(1,798)		-		(1,798)
	18,236		3,537		40,252		(2,441)		-		59,584
	Non-interest-bearing assets/ liabilities		Fixed rate assets		Floating rate assets		Fixed rate liabilities		Floating rate liabilities		Net total
As at 31 December 2020	£'000		£'000		£'000		£'000		£'000		£'000
Investments	8,874		763		-		-		-		9,637
Cash	-		-		21,886		-		-		21,886
Trade and other receivables	4,902		-		-		-		-		4,902
Accrued income and other debtors	10,863		-		-		-		-		10,863
Creditors
- falling due within 1 year	(15,452)		-		-		(440)		-		(15,892)
- falling due after 1 year	-		-		-		(201)		-		(201)
	9,187		763		21,886		(641)		-		31,195

Non-interest-bearing assets comprise the portfolio of ordinary shares, dealing securities and non-interest-bearing loans.

Fixed rate assets comprise fixed rate loans, unsecured loans and loans repayable on demand, with a weighted average interest rate of 15.0% (2020: 13.2%).  

Floating rate assets and floating rate liability loans are subject to interest rates which are based on SONIA and bank base rates.

Fixed rate liabilities include lease creditors.

The interest rate exposure profile of the Company's financial assets and liabilities as at 31 December 2021 and 2020 were:

Company	Non-interest-bearing assets/ liabilities		Fixed rate assets		Floating rate assets		Fixed rate liabilities		Floating rate liabilities		Net total
As at 31 December 2021	£'000		£'000		£'000		£'000		£'000		£'000
Investments - securities	8,308		3,537		-		-		-		11,845
Cash	-		-		23,800		-		-		23,800
Accrued income and other debtors	1,280		-		-		-		-		1,280
Amounts owed by Group undertakings	16,510		-		-		-		-		16,510
Creditors
- falling due within 1 year	(236)		-		-		(283)		(1,136)		(1,655)
- falling due after 1 year	-		-		-		(1,058)		-		(1,058)
	25,862		3,537		23,800		(1,341)		(1,136)		50,722
	Non-interest-bearing assets/ liabilities		Fixed rate assets		Floating rate assets		Fixed rate liabilities		Floating rate liabilities		Net total
As at 31 December 2020	£'000		£'000		£'000		£'000		£'000		£'000
Investments - securities	5,130		763		-		-		-		5,893
Cash	-		-		7,826		-		-		7,826
Accrued income and other debtors	643		-		-		-		-		643
Amounts owed by Group undertakings	6,334		-		-		-		-		6,334
Creditors
- falling due within 1 year	(32)		-		-		(211)		-		(243)
- falling due after 1 year	-		-		-		-		(4,651)		(4,651)
	12,075		763		7,826		(211)		(4,651)		15,802

Although the Group holds investments that pay interest, the Board does not consider it appropriate to assess the impact of interest rate changes upon the value of the investment portfolio as interest rate changes are only one factor affecting market price and the impact is likely to be immaterial. The Group had no bank borrowings at the year end so the sensitivity of interest payable to changes in interest rates was not relevant in 2021.  Any change to the interest rates on the floating rate assets and liabilities is immaterial to the Group.

Liquidity risk

The investments in equity investments in Aquis Exchange traded companies may be difficult to realise at their carrying value, particularly if the investment represents a significant holding in the investee company. Similarly, investments in equity and fixed interest stocks of unquoted companies that the Company holds are only traded infrequently. They are not readily realisable and may not be realised at their carrying value where there are no willing purchasers.

The Group has in place a revolving credit facility which it has available to manage liquidity risk as required.

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the Statement of Financial Position date to the expected maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

As at 31 December 2021			Less than 1 year		Between 1 and 2 years		Between 2 and 5 years		Over 5 years
			£'000		£'000		£'000		£'000
Leases			644		863		947		335
Trade payables			742		-		-		-
Accruals			24,195		-		-		-
Contingent consideration			8,955		7,195		5,361		-
Other creditors			2,955		-		-		-
			37,491		8,058		6,308		335

As at 31 December 2020					Less than 1 year		Between 1 and 2 years		Between 2 and 5 years
					£'000		£'000		£'000
Leases					443		205		14
Trade payables					705		-		-
Accruals					14,416		-		-
Contingent consideration					1,385		6,247		-
Other creditors					1,561		-		-
					18,510		6,452		14

Capital risk management

The Group manages its capital to ensure that entities within the Group and the Company will be able to continue to trade in an orderly fashion whilst maintaining sustainable returns to shareholders.

The capital structure of the Group and the Company consists of short and long-term borrowings as disclosed in Notes 23 and 25, cash and cash equivalents and equity attributable to equity shareholders of the Company comprising issued share capital, share premium, merger reserve, treasury shares, foreign exchange reserve and retained reserves as disclosed in Notes 27, 28 and 30. The Board reviews the capital structure of the Group and the Company on a regular basis to ensure it complies with all regulatory capital requirements. The financial measures that are subject to review include cash flow projections and the ability to meet capital expenditure and other contracted commitments, projected gearing levels and interest covenants, although no absolute targets are set for these.

The Group aims to hold sufficient cash to fulfil its requirements with respect to regulatory capital. During the year the Group and its subsidiary entities complied with all regulatory capital requirements.

			Group				Company
			2021		2020		2021		2020
			£'000		£'000		£'000		£'000
Debt			(2,441)		(641)		(2,477)		(4,862)
Amounts owed by Group undertakings			-		-		16,510		6,334
Cash and cash equivalents			40,252		21,886		23,800		7,826
Net assets			147,537		97,278		134,343		97,322
Net cash			37,811		21,245		37,833		9,298
Net cash as a % of net assets			25.6%		21.8%		28.2%		9.6%

 

34   Fair value measurements

Valuation inputs

IFRS 13 Fair Value Measurement - requires an entity to classify its financial assets and liabilities held at fair value according to a hierarchy that reflects the significance of observable market inputs. The classification of these assets and liabilities is based on the lowest level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined below.

Quoted market prices - Level 1

Financial instruments, the valuation of which is determined by reference to unadjusted quoted prices for identical assets or liabilities in active markets where the quoted price is readily available, and the price represents actual and regularly occurring market transactions on an arm's length basis. An active market is one in which transactions occur with sufficient volume and frequency to provide pricing information on an ongoing basis.

Valuation technique using observable inputs - Level 2

Financial instruments that have been valued using inputs other than quoted prices as described for Level 1 but which are observable for the asset or liability, either directly or indirectly.  The Group had no Level 2 investments in both the current and prior year.

Valuation technique using significant unobservable inputs - Level 3

Financial instruments, the valuation of which incorporates significant inputs for the asset or liability that are not based on observable market data (unobservable inputs). Unobservable inputs are those not readily available in an active market due to market illiquidity or complexity of the product. These inputs are generally determined based on observable inputs of a similar nature, historical observations on the level of the input or analytical techniques. 

Where investments are in a fund, the net asset value of the fund is used to determine the fair value of the investment. The net asset value is typically prepared by the manager of that specific fund and provided to Group as an investor. The Group reviews the valuation and uses this as the Level 3 assessment of fair value.

The valuation techniques used by the Company for Level 3 financial assets can be found in accounting policy (j) (ii).

Investments in the unlisted securities includes investments in five separate funds where the valuation methodology is considered a Level 3 assessment.

One of the funds invests in a large number of forestry assets. The forestry assets are held at fair value in the underlying fund. An independent valuation of the forests within the underlying fund is performed annually by forestry valuation experts by reference to comparable market transactions for each underlying forestry asset that considers factors including location, maturity of the forest and size. There is no reasonable change in the inputs in each of the underlying assets, which would give rise to a material adjustment to the fair value of the investment.

The remaining four investments in funds are measured using the fair value of the net asset value provided by the manager of those funds, which are reviewed by the appropriate investment committee and the inputs used are unobservable.

Further details of the securities portfolio can be found in Note 12 of these financial statements.

An analysis of the Group's and Company's assets measured at fair value by hierarchy is set out below.

Group					31 December 2021		Level 1		Level 3
					£'000		£'000		£'000
Financial assets at fair value through profit and loss
Investments
-  Equities					13,560		6,361		7,199
					13,560		6,361		7,199

					31 December 2020		Level 1		Level 3
					£'000		£'000		£'000
Financial assets at fair value through profit and loss
Investments
-  Equities					8,874		4,949		3,925
					8,874		4,949		3,925

Company					31 December 2021		Level 1		Level 3
					£'000		£'000		£'000
Financial assets at fair value through profit and loss
Investments
-  Equities					8,308		4,923		3,385
					8,308		4,923		3,385

					31 December 2020		Level 1		Level 3
					£'000		£'000		£'000
Financial assets at fair value through profit and loss
Investments
-  Equities					5,130		4,160		970
					5,130		4,160		970

Set out below is a reconciliation of financial assets measured at fair value based on Level 3.

Group 31 December 2021					Investments - securities		Trade and other receivables		Total
					£'000		£'000		£'000
Opening balance					3,925		-		3,925
Total gains:
In Statement of Comprehensive Income					1,956		-		1,956
Additions					2,319		-		2,319
Disposals					(1,001)		-		(1,001)
Closing balance					7,199		-		7,199
Total gains/(losses) for the year included in comprehensive income for assets held at the end of the reporting period					1,227		-		1,227

31 December 2020					Investments - securities		Trade and other receivables		Total
					£'000		£'000		£'000
Opening balance					2,749		-		2,749
Total gains:
In Statement of Comprehensive Income					875		-		875
Additions					344		-		344
Disposals					(43)		-		(43)
Closing balance					3,925		-		3,925
Total gains/(losses) for the year included in comprehensive income for assets held at the end of the reporting period					878		-		878

Company 31 December 2021					Investments		Total
					£'000		£'000
Opening balance					970		970
Total gains:
In Statement of Comprehensive Income					293		293
Additions					2,122		2,122
Disposals					-		-
Closing balance					3,385		3,385
Total gains for the year included in comprehensive income for assets held at the end of the reporting period					293		293

31 December 2020					Investments		Total
					£'000		£'000
Opening balance					678		678
Total gains:
In Statement of Comprehensive Income					66		66
Additions					269		269
Disposals					(43)		(43)
Closing balance					970		970
Total gains for the year included in comprehensive income for assets held at the end of the reporting period					69		69

The only financial liabilities held at fair value relate to the deferred consideration on the acquisition of TradeRisks Limited, Appian Asset Management Limited, the DevCo Projects, the acquisition of the fund and investment management businesses of Livingbridge VC LLP and the acquisition of the VCT business of Mobeus amounting to £22,659,000 (2020: £6,933,000). This is measured using Level 3 valuation techniques. There were no such financial liabilities held at fair value within the Company.

Price risk sensitivity

Based on values as at 31 December 2021 a 10% movement in the fair values of 100% of the Group's equity investments would be equivalent to a movement of £1,471,000 in both profit and net assets.

 

35   Related party transactions

Group

During the year management fees totalling £690,675 (2020: £672,077) and performance fees of £4,222,289 (2020: £nil) were invoiced to Gresham House Strategic plc (GHS), a company in which the Group has a 23.4% interest. At the year end £nil (2020: £107,867) was due from GHS.

During the previous year a loan was provided to a Group company by Corylus Capital LLP (Corylus), an entity in which Ben Guest, head of the New Energy strategy, has a material interest. Interest totalling £445,014 was charged by Corylus on this loan and no balance was outstanding at the year end. 

Company

During the year the following transactions occurred with Group companies:

31 December 2021
	Advanced to		Received from		Interest charged		Balance due from / (due to)
	£		£		£		£
Security Change Limited	1,909		3,517,060		-		1,135,904
Gresham House Finance Limited	-		-		-		221,400
Gresham House (Nominees) Limited	7,000		-		-		11,202
Gresham House Holdings Limited	44,386,455		37,898,090		-		10,953,142
GridReserve Limited	-		741,152		-		-
Lister Battery Limited	431,322		300,000		70,393		725,657
Monets Garden Battery Limited	554,801		300,000		73,195		856,014
Arbroath Limited	626,152		612,243		20,249		34,158
Coupar Limited	410,205		405,066		13,522		18,651
Enderby Storage Limited	250,563		198,433		5,313		57,443
Grendon Storage Limited	276,442		-		2,499		278,941
Melksham East & West Storage Limited	1,477,417		1,292,833		32,674		217,258
Penwortham Storage Limited	840,879		781,857		18,900		77,922
West Didsbury Storage Limited	522,751		485,543		3,012		40,220
Low Farm Solar Limited	2,345,000		-		-		2,345,000
Siddington Solar Farm Limited	1,345,000		-		-		1,345,000

31 December 2020
	Advanced to		Received from		Interest charged		Balance due from / (due to)
	£		£		£		£
Security Change Limited	34,021		762		-		(4,651,055)
Gresham House Finance Limited	-		-		-		221,400
Gresham House (Nominees) Limited	4,100		29,977		-		4,202
Gresham House Holdings Limited	14,579,771		8,813,465		-		4,464,777
GridReserve Limited	659,344		-		81,808		741,152
Lister Battery Limited	947,365		457,500		34,077		523,942
Monets Garden Battery Limited	951,225		457,500		34,293		528,018

36   Post Balance Sheet Events

Gresham House plc strongly denounces Russia's recent invasion of Ukraine. Gresham House plc and funds managed by the Group do not own any Russian assets and have minimal exposure to Russian assets that are subject to sanctions. Gresham House plc does not have any Russian domiciled shareholders on its share register and has not been made aware of any Russian investment in the funds managed by the Group.

 

END

 

 

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