Prior to publication, the
information contained within this announcement was deemed by the
Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310. With the publication of this announcement, this
information is now considered to be in the public
domain.
Tavistock Investments
Plc
("Tavistock" or the
"Company")
Final results for the year
ended 31 March 2024
30 September
2024
Tavistock (AIM:TAVI) is pleased to
announce its financial results for the year ended 31 March 2024
(the "2024 Accounts").
Financial summary
·
Fifteenfold increase in EBITDA
to £2.23 million (2023: £0.14 million)
○
demonstrates strong performance during the
year
○ includes
a significant contribution from the Group's recently acquired
protection business, Tavistock Protect Limited (formerly Precise
Protect Limited)
·
16% increase in gross revenues to £39.5 million
(31 March 2023: £34.0 million)
·
75% of gross revenues generated by the Company's
advisory business, where the level of recurring income exceeds
80%
·
Halving of operating loss to £0.41 million (31
March 2023: £0.94 million)
·
Cash and cash equivalents at 31 March 2024 of
£4.12 million (31 March 2023: £9.73 million)
Brian Raven, Group Chief Executive,
said:
"Our 2024 Accounts reflect the solid
progress made during the year as the Board maintains its focus on
optimising the balance between regulatory risk and potential
commercial reward. In that context further work will be done in
2025 to position the company for growth."
Posting of Annual Report and Accounts
A copy of the 2024 Accounts is being
sent to shareholders today and will shortly be made available on
the Company's website at: www.tavistockinvestments.com.
For
further information:
Tavistock Investments Plc
Oliver Cooke
Brian
Raven
Tel: 01753 867000
Allenby Capital Limited
Tel: 020 3328 5656
(Nominated adviser and broker)
Corporate Finance:
Nick Naylor, Liz Kirchner, Daniel
Dearden-Williams
Sales and Corporate
Broking:
Tony Quirke
TAVISTOCK INVESTMENTS PLC
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
I am pleased to report that the
Company has continued to make solid progress in the year under
review.
Underlying financial performance in
the period, as measured by the reported level of adjusted EBITDA
(Earnings before Interest Taxation Depreciation and Amortisation
adjusted to remove the impact of one-off exceptional items), has
improved fifteenfold over that of the previous year.
This includes a significant
contribution achieved through the successful integration of the
Group's recently acquired protection business, Tavistock Protect
Limited (formerly Precise Protect Limited).
FINANCIAL PERFORMANCE
Revenue
The Company has reported 16% growth
in gross revenues for the year under review to £39.5 million (2023:
£34 million). 75% of these revenues (£29.4 million) were generated
by the Group's financial advice business, where the level of
recurring income exceeds 80%. 23% of these revenues (£9 million)
were generated by the Group's protection business and the balance
by its model portfolio service.
Adjusted EBITDA
Adjusted EBITDA is more fully
defined as being Earnings before Interest Taxation Depreciation and
Amortisation as adjusted to remove the distorting effect of one-off
gains and losses arising on acquisitions/disposals as well as other
non-cash items. The Board considers adjusted EBITDA, rather than
Operating Profit, to be the best measure of the Company's
underlying performance.
The Company has reported a
significant growth in the level of adjusted EBITDA in the year
under review to £2.2 million (2023: £0.14 million). This is the
highest level of adjusted EBITDA reported by the Company to
date.
£6.69 million of the adjusted EBITDA
was generated by the Group's financial advisory and protection
business and the balance represents the adjusted EBITDA generated
by the Group's other businesses less the cost of its centralised
management and support functions.
Operating Loss
The Company is reporting an
Operating profit for the year to 31 March 2024, before exceptional
items, of £0.48 million, which is in marked contrast to the
Operating loss before exceptional items reported in the year to
31 March 2023, of (£1.2)
million.
Exceptional items include a £1.3
million contribution from the release of past provisions and a
provision of £2.163 million against the carrying value of the Titan
receivable. Further details relating to the termination of the
relationship with Titan can be found below.
After these exceptional items, the
Company is reporting an Operational Loss of (£0.41) million (31
March 2023: loss (£0.94) million).
The Group's financial performance
during the year under review is summarised below:
|
31 Mar
2024
£'000
|
31 Mar
2023
£'000
|
Movement
|
Revenues
|
39,489
|
33,954
|
16%
increase
|
Adjusted EBITDA
|
2,226
|
141
|
1479%
increase
|
Depreciation &
Amortisation
|
(1,548)
|
(1,244)
|
24%
increase
|
Share Based Payments
|
(198)
|
(107)
|
85%
increase
|
Profit/(Loss) from
Operations- before exceptional items
|
480
|
(1,210)
|
|
Release of past
provisions
|
1,306
|
342
|
282%
increase
|
Exceptional costs
|
(31)
|
(69)
|
55%
decrease
|
Titan Provision
|
(2,163)
|
-
|
|
Reported Loss from Operations - after exceptional
items
|
(408)
|
(937)
|
56%
decrease
|
Loss per share
|
(0.23)p
|
(0.25)p
|
|
Net Assets at year end
|
40,448
|
41,771
|
3%
decrease
|
Cash Resources at year
end
|
4,118
|
9,733
|
58%
decrease
|
|
|
|
|
Unfortunately, not all developments
during the period have been positive and the Board has been greatly
disappointed by the poor behaviour of one of its former business
partners, Titan Wealth Services Limited ("Titan").
Titan
During the year the Board uncovered
multiple breaches of the strategic partnership agreement entered
with Titan in June 2021. Titan's failure to honour the undertakings
that it gave regarding the management of the ACUMEN Funds led to a
collapse in the performance of those funds. At one stage, whilst
under Titan's management, they became the worst performing suite of
funds in the UK over a 16-month period. Tavistock gave Titan a
six-month period in which to restore the performance of these funds
to an acceptable standard, which it failed to do.
In the best interests of investors
in the funds Tavistock terminated the strategic partnership
agreement with Titan. In the best interests of the Company and its
shareholders, the Board has initiated legal proceedings against
Titan and has intimated a multimillion-pound claim for the
substantial commercial damage caused to the Company by Titan's
disregard of its contractual obligations.
Having obtained advice from legal
Counsel and an independent industry expert, the Board considers
Tavistock's claim to be robust and conservative in nature. Given
this, the Board considers it prudent at this stage to provide for
the difference between the amount being claimed from Titan and the
full outstanding balance of the deferred consideration, some £2.16
million.
As required by legal protocol,
Tavistock has offered Titan the opportunity to settle this claim
via mediation. However, so far Titan has rejected mediation and
instead filed a claim against Tavistock in the High Court alleging
wrongful termination of the agreement and a variety of other
offences. This claim has been reviewed by Tavistock's legal team,
including legal Counsel. Much of the claim has been characterised
as being misconceived, based on inference and assumption and
failing not only in terms of legal tests but also for a complete
lack of evidence. The entirety of the claim will be robustly
defended by Tavistock.
Investment in LEBC
In April 2022, Tavistock acquired a
21% stake in LEBC Holdings Limited ("LEBC") at a cost of £10
million. This investment had been intended to be part of the
acquisition of the whole of the LEBC Group. However, for various
reasons that transaction did not complete and, in April 2024, LEBC
instead sold its trading subsidiaries to Titan for a cash
consideration of up to £45 million.
This consideration is payable in
several instalments each of which is linked to the achievement of
certain agreed performance targets.
In the current financial year, the
Company will be able to report its share of the substantial gain
realised by LEBC because of the transaction. Several factors
prevent the ultimate value of the Company's investment in LEBC
being determined at the present time, but should it seem likely
that this will fall short of the original cost, a suitable
impairment provision would be made in due course.
OTHER SIGNIFICANT MATTERS
Board Changes
On 1 June 2024, after 11 years in
office, I stepped down as an executive director of the Company and
took on a new role as the Company's Non-Executive Chairman. In this
capacity I have joined the Company's independent Remuneration
Committee, which is chaired by another Non-Executive Director,
Peter Dornan.
On 30 June 2024, after 10 years in
the role, Roderic Rennison stepped down as a Non-Executive Director
of the Company to pursue other business interests and the Board
would like to thank Roderic for his past support and to wish him
the very best for the future.
Industry Recognition
I am pleased to advise that the
Group's model portfolio service provider, Tavistock Asset
Management, was short listed for several industry awards during the
year and was Highly Commended/Commended in two categories, Best
Investment Service and Best Ethical Investment Provider, at the
MoneyFacts Awards in September 2023.
Our congratulations go to the
management and staff within that business.
PII
Renewal
The high standard of the Group's
operational and compliance procedures has once again been
recognised by the insurance industry. In an increasingly expensive
insurance market, the Group has secured the renewal of its
professional indemnity insurance policy, with the same insurer and
the same scope of cover but with both a lower claims excess levels
and at a lower premium than in the previous year. This is a
particular tribute to the Group's risk management and compliance
team.
Regulatory Regime
Two, industry wide, regulatory
obligations impacted the Group's ordinary course of business during
the year under review.
The first, was the introduction of
the new wide-ranging Consumer Duty regime. This seeks to ensure
that all clients are treated both fairly and equally, that the
charges levied for services provided are transparent and that
recommended products both provide value for money and are
appropriate for each client's individual needs and circumstances. I
am pleased to confirm that Tavistock is close to having fully
completed the implementation of its new Consumer Duty
obligations.
The second obligation was a
sector-wide requirement for firms to conduct a review of all
British Steel Defined Benefit Pension Transfer cases. Tavistock had
fewer than fifty such cases and the Company's pension transfer
processes are of a high standard. This review has now been
completed with minimal cost being incurred by the Company. As a
consequence, the precautionary provision made in previous accounts
for the potential cost of this exercise is no longer required and
has been released.
Dividends
In 2023, the Company paid an interim
dividend of 0.07p per share and it remains the Board's intention to
pay further interim dividends when considered appropriate. The
timing and quantum of the next dividend payment will be assessed in
due course.
OUTLOOK
The hard work and dedication of our
excellent staff has enabled a great deal to be accomplished over
the last year. I would like to acknowledge their support and thank
them for their considerable contribution to the Company's
progress.
The Company's prospects are
excellent, and the Board looks forward to the coming year with
confidence. I will update you in due course.
Oliver Cooke
Chairman
28 September
2024
TAVISTOCK INVESTMENTS
PLC
STRATEGIC REPORT
FOR
THE YEAR ENDED 31 MARCH 2024
Introduction
S172 of the Companies Act 2006,
places an obligation on the Board, both individually and
collectively, to act in a manner which they consider, in good
faith, to be most likely to promote the ongoing success of the
Company for the benefit of its members.
In keeping with this obligation
the Directors have, amongst other matters, given regard to the
following:
·
the likely long-term consequences of their
decisions,
·
the interests of the Company's
employees,
·
the need to foster the Company's relationships
with its external partners,
·
the impact of the Company's operations on both
the community and the environment,
·
the desirability of maintaining the Company's
reputation for high standards of business conduct, and
·
the need to act fairly between members of the
Company.
Against this background, the
Board's continued focus has been on the medium to long term
optimisation of the balance between regulatory
risk and potential commercial gain.
In the short-term the Board has
also focused on replacing the profit contribution generated by
Titan Asset Management Ltd (previously name Tavistock Wealth
Limited), prior to its sale in August 2021.
Short
Term
In April 2023 the Company
acquired Precise Protect Ltd which it
subsequently renamed and rebranded as Tavistock Protect
Limited.
Tavistock Protect
Limited is a profitable
and fast-growing UK wide protection business based in Bangor,
Northern Ireland. The company has a network of over 200 advisers
working with more than 30,000 UK clients. Tavistock Protect offers
clients a wide range of products including life and critical
illness cover, personal injury and income protection and private
medical insurance, several of which have been developed in-house
and are unique to the firm.
Tavistock Protect
Limited was a
significant contributor to the Group
during the year under review and on a consolidated basis the
Company has been able to report adjusted EBITDA of £2.5 million,
its highest to date.
Longer Term
The Board considers that a
predominantly restricted advice business model, in which advisers
are able to offer clients products and services that have
previously been identified, researched and approved by the Company,
offers the optimum balance that it is seeking between regulatory
risk and potential commercial reward.
Other matters of Significance
Titan
The ten-year strategic partnership
entered with Titan in June 2021 has been terminated following
multiple breaches of contract by Titan and a sustained period of
unacceptable investment performance. The Board has been greatly
disappointed by the poor behaviour of its former business partner
and details of the events leading up to, and the consequences of,
the termination of the agreement with Titan are covered in the
Chairman's Statement.
LEBC
In April 2022, Tavistock acquired a
21% stake in LEBC Holdings Limited ("LEBC"). In April 2024,
LEBC sold its trading subsidiaries to Titan for a cash
consideration of up to £45 million. This consideration is payable
in several instalments each of which is linked to the achievement
of certain agreed performance targets.
In the current financial year, the
Company will be able to report its share of the substantial gain
realised by LEBC because of the transaction. Several factors
prevent the ultimate value of the Company's investment in LEBC
being determined at the present time, but should it seem likely
that this will fall short of the original cost, a suitable
impairment provision will be made.
Board Changes
On 1 June 2024, after 11 years in
office, I stepped down as an executive director of the Company and
took on a new role as the Company's Non-Executive Chairman. In this
capacity I have joined the Company's independent Remuneration
Committee, which is chaired by another Non-Executive Director,
Peter Dornan.
On 30 June 2024, after 10 years in
the role, Roderic Rennison stepped down as a Non-Executive Director
of the Company to pursue other business interests and the Board
would like to thank Roderic most sincerely for his past support and
to wish him the very best for the future.
External Recognition
I am pleased to advise that the
Group's model portfolio service provider, Tavistock Asset
Management, was short listed for several industry awards during the
year and was Highly Commended/Commended in two categories, Best
Investment Service and Best Ethical Investment Provider, at the
MoneyFacts Awards in September 2023.
The high standard of the Group's
operational and compliance procedures has also been recognised by
the insurance industry. I am pleased to advise that the Group has
secured the renewal of its professional indemnity insurance cover,
with the same insurer and the same scope of cover but with both
lower claims excesses and at a lower premium level than in the
previous year. This is a commendable achievement in an increasingly
expensive insurance market and is a particular tribute to the
Group's risk management and compliance team.
Regulatory Regime
The Company faces the usual risks
associated with operating in a highly regulated environment.
However, during the year, two industry wide, regulatory obligations
have impacted the Company's ordinary course of business.
These are the introduction of the
new wide-ranging Consumer Duty regime, and the requirement for
firms to conduct a review of British Steel Defined Benefit Pension
Transfer cases.
I am pleased to advise that both
obligations have been fully addressed and more details concerning
each can be found in the Chairman's Statement.
Current Objective
In the current year the Board's
objective is to continue to develop the Group through the
completion of further acquisitions. In doing so, it will aim to
further improve the risk to reward balance.
Financial Performance
The Company's financial performance
is addressed in more detail in the Chairman's Statement.
Corporate Governance
Corporate Governance activities
are set out separately within the Corporate Governance Report on
pages 9 to 14.
Future Prospects
The Board continues to have
ambitious growth plans and a number of potential acquisitions are
already under active consideration.
The Board considers the Company's
prospects to be excellent.
Approved by the Board of Directors and signed on its behalf
by
Oliver
Cooke
Chairman
28 September 2024
TAVISTOCK INVESTMENTS
PLC
CORPORATE GOVERNANCE REPORT
FOR
THE YEAR ENDED 31 MARCH 2024
Introduction
It is the Board's view that good
corporate governance reduces risk within the business, can promote
confidence and trust amongst its stakeholders and underpins the
effectiveness of the Company's management framework.
The Directors continue to
reference the Quoted Companies Alliance Corporate Governance Code
(the "QCA Code"), as being the basis of the Company's governance
framework. The Board believes that the Company complies with the
QCA Code so far as is practicable having regard to the size, nature
and current stage of the Company's development.
The QCA Code includes ten broad
principles that the Board holds in mind as it seeks to deliver
growth to the Company's shareholders in the medium and long-term.
These principles and the manner in which the Company seeks to
comply with them can be summarised as follows:
Principle
1:
Establish a strategy and
business model which promote long-term value for
shareholders
·
The Board is aware of the ongoing interest in
private equity funded consolidation activity within the financial
services sector.
·
The Board's strategy is to build a profitable
financial advisory and wealth management business, in which due
consideration is paid to the balance between regulatory risk and
potential commercial reward. By so doing, the Board will increase
the Company's value to potential consolidators and will thereby
create the potential for shareholders to achieve significant value
from their investment in the Company.
·
The Board is also focused on further improving
the efficiency and profitability of the Company's
operations.
·
The Board remains willing to consider the
profitable disposal of parts of the Company's operations in
circumstances where the proceeds can be redeployed in a manner that
is more beneficial for shareholders.
·
With shareholder support, the Board will continue
to arrange for the Company to make market purchases of its own
shares. Any shares purchased in this manner may be cancelled which
will reduce the number of shares that the Company has in issue and
will further increase the earnings per share of those shares
remaining in issue.
·
The combination of an increase in the commercial
value of the business and a reduction in the number of shares in
issue, will lead to a long-term improvement in shareholder
value.
·
Key risks have been addressed in the Strategic
Report on pages 6 to 8.
Principle
2:
Seek to understand and meet
shareholder needs and expectations
·
The Board welcomes constructive engagement with
shareholders.
·
The Company believes that shareholder
expectations are most effectively managed through discussion with
shareholders at the Company's Annual General Meeting and through
the release of regulatory announcements.
·
Board members make themselves available to meet
with shareholders and with potential investors as and when
required.
·
The Executive Directors regularly engage with the
Company's major shareholders and ensure that the views expressed by
them are communicated fully to the Board.
Principle
3:
Take into account wider
stakeholder and social responsibilities and their implications for
long-term success
· The
Board recognises the importance of every member of the Tavistock
team. Communication has been improved through the enhancement of
the Company's intranet site. Maternity pay arrangements have been
improved and staff have access to support helplines as well as
death in service insurance cover.
· The
Board places great emphasis on the safety, wellbeing and mental
health of all of the Company's employees and has engaged in a
number of initiatives to improve each of these.
· The
Company also recognises the importance of engagement with all
stakeholder groups, which, in addition to its employees, include
investors, clients, strategic partners and the relevant
authorities. The Board seeks to treat each of these groups in a
fair and open manner.
· The
Company endeavours to take account of, and to respond to, feedback
received from any of these stakeholder groups.
· Environmental responsibility and sustainability are important
to the Company, and a number of initiatives are being pursued to
improve the recycling of paper, to reduce the use of plastics and
to reduce the Company's carbon footprint through home working, the
greater use of online meeting technology and a reduction in the
number of office premises.
· In
pursuit of a net zero economy, the Company continues to offer both
a subsidised cycle to work scheme, and a subsidised electric
vehicle purchase scheme, both of which have been well received. The
Company has also installed a number of charging points for use by
staff driving hybrid or fully electric vehicles.
· The
Company continues to support a national charity, the Clock Tower
Foundation, and to encourage the involvement of staff in various
local and national fund-raising events.
Principle
4:
Embed effective risk
management throughout the organisation, considering both
opportunities and threats
· Efficient and effective regulatory oversight reduces risk and
creates an opportunity to deliver better service to the Group's end
clients.
· The Company has designed and introduced a market-leading
approach to the on-going management of compliance risk via the use
of scorecards which are tailored for each adviser. These scorecards
assess the performance of each adviser based on their experience,
track record, business processed by product type and risk ratings
by product type. The updating of these scorecards is fully
automated, and they can be provided in real time to each adviser,
manager, and business leader.
· Business leaders are able to risk manage the levels of
pre-sale and post-sale file checking by reference both to the
adviser and to the product type. Certain higher risk products such
as pension transfers, VCTs and equity release will always require
pre-sale checking. However, for most products, the level and
frequency of oversight can be adjusted in real-time by reference to
the individual adviser's perceived performance risk.
· The Company employs a dedicated Risk Manager who reports to a
separate Risk Committee. The Risk Manager's role is to identify,
monitor and report on all aspects of risk faced by the business.
This enables the Board to determine the level of the Company's risk
appetite and to take steps in mitigation where
appropriate.
· Commercial risks and opportunities are considered by the
Board and by the Group's Leadership Board, which is comprised of
the Executive Directors and the heads of all major Group functions.
The Leadership Board meets formally on a monthly basis.
Principle
5:
Maintain the board as
a well-functioning, balanced team led by the
chair
· The
composition, roles and responsibilities of the Board and of the
various Committees are set out on pages 13 and 14 of the Report and
Accounts. The number of meetings held and Directors' attendance are
also detailed.
· To
enable the Board to discharge its duties in an effective manner,
all Directors receive appropriate and timely information.
The agenda for each meeting is determined by the
Chairman who arranges for briefing papers to be distributed
to all participants for consideration ahead of meetings. All
meetings are minuted and the accuracy of the minutes is confirmed
at the subsequent meeting before approval and signature by the
Chairman.
· The
Company's Non-Executive Chairman, Oliver Cooke, the Chief
Executive, Brian Raven, and the Group Finance & Operations
Director, Johanna Rager, have considerable experience of operating
at board level in public and in private companies. The
Non-Executive Chairman is a qualified Chartered Accountant and has
served as finance director on the boards of various public
companies. The Chief Executive has held a number of sales,
operational and leadership roles at board level within public
companies. The Group Finance & Operations Director has held
senior positions within a number of international companies. The
Company's second Non-Executive Director, Peter Dornan, has
extensive sector knowledge and experience and comes from a strong
regulatory background.
· The
Non-Executive Chairman devotes a minimum of two days per week and
the other Executive Directors devote the whole of their time to the
business of the Group. The other Non-Executive Director devotes one
to two days per month to his duties.
· Under the terms of their contracts, the Non-Executive
Directors are required to obtain the prior written consent of the
Board before accepting additional commitments that might conflict
with the interests of the Group or impact the time that they are
able to devote to their role as a Non-Executive Director of the
Company.
· The
Company does not currently have a separate Nominations Committee as
this is considered unnecessary given the Company's size and stage
of development. The need for such a committee will be kept
under review by the Board as the Company develops.
Principle
6:
Ensure that between them the
directors have the necessary up-to-date experience, skills and
capabilities
· The Executive Directors, in conjunction with other
members of the executive team, ensure that their knowledge
is kept up to date on key issues and developments pertaining to the
Company, its operational environment and to the Directors'
responsibilities as members of the Board.
During the course of the year, Directors
have consulted and received advice as well as updates from the
Company's nominated advisor, company secretary, legal counsel and various other
external advisers on a number of matters, including corporate
governance. From time to time, each member of the Board is required
to complete on-line training courses and may also participate in
industry forums.
· The
Non-Executive Chairman complies with the
continuing professional development requirements of the Institute
of Chartered Accountants in England and Wales, of which he is a
long-standing member.
· Biographies for each of the Directors can be found in the
Directors' Report.
Principle
7:
Evaluate board performance
based on clear and relevant objectives, seeking continuous
improvement
· The
Group has established separate, independent Remuneration and Audit
Committees through which the Non-Executive Directors are able to
monitor and assess the performance of the Executive Directors and
to hold them to account.
· The
respective Board members periodically review and cross-evaluate the
Board's performance and effectiveness in the Company. Each member
of the Board is subject to an annual fitness and suitability
assessment overseen by the Group's Human Resources
department.
· Directors' performance is open to assessment by shareholders
and all Directors are subject to re-election.
Principle
8:
Promote a corporate culture
that is based on ethical values and behaviours
· The
Company's ethos is, to act at all times with honour, dependability
and vigilance. The Board also actively promotes a culture in which
the client is placed at the centre of everything that the Company
does.
· The
Board places great emphasis on the wellbeing of the Company's
employees and on providing a safe and secure environment for them.
The Company's Employee Handbook provides a guideline for employees
on the day-to-day operations of the Company.
· The
Company is similarly committed to a transparent, flexible and open
culture promoting family values and avoiding discrimination on the
basis of gender, religious belief, age, ethnicity or sexual
orientation.
· The
Company is mindful of the need for, and is committed to,
environmental responsibility and sustainability.
Principle
9:
Maintain governance
structures and processes that are fit for purpose and support good
decision-making by the Board
· Good
decision making requires information, consideration, discussion,
and challenge followed by action, communication and the acceptance
of collective responsibility.
· This
is accomplished through the employment of Directors who have the
confidence to express their views, and through the prior
circulation of briefing papers allowing adequate time for their
proper consideration ahead of meetings. Board meetings are openly
conducted, with the accurate minuting of outcomes and the wider
communication of those outcomes as appropriate.
· The
maintenance of a data warehouse collating data from the Company's
numerous systems, logs and spreadsheets to facilitate the automated
production of management information, continues to improve
operational effectiveness and decision making.
· The
avoidance of conflicts of interest, through the delegation of
responsibility for certain areas to specialist committees, such as
audit and remuneration, has strengthened the governance structure
within the Company.
· The
Company's auditors are rotated on a periodic basis to ensure that
the Company and the Board are subjected to an appropriate level of
independent scrutiny and challenge. This is RPG Crouch Chapman
LLP's second year auditing the Company and its
subsidiaries.
Principle
10:
Communicate how the Company
is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
· Information on the Company's commercial progress and its
financial performance is disseminated to shareholders and to the
market through the announcement of its full-year and half-year
results, the posting of such announcements onto the Company's
website in a timely manner and by mailing copies of the Annual
Report and Accounts to shareholders. These are also made available
for discussion with shareholders at the Company's AGM.
· Departmental heads liaise regularly and meet formally on a
monthly basis to share and review information on the Company's
progress and to discuss progress within their specific areas of
responsibility.
· Other members of staff are briefed informally on an ad-hoc
basis via the Tavistock intranet and more formally through emails
from the Chief Executive and other senior management as
appropriate. In addition, a series of presentations are delivered
at the Annual Company Day. On-line meetings are used whenever
practical to replace physical ones thereby reducing the level of
unnecessary business travel.
BOARD OF DIRECTORS AND BOARD COMMITTEES
The Board is responsible for
formulating, reviewing and approving the Group's strategy, budgets
and corporate actions. The Board is also responsible for ensuring a
healthy corporate culture. The Board
currently comprises two Executive Directors and two Non-Executive
Directors.
The Executive Directors
are:
Brian
Raven
|
Chief Executive Officer
|
Johanna
Rager
|
Group Finance & Operations
Director
|
The Non-Executive Directors
are:
Oliver
Cooke
Non-Executive Chairman
Peter Dornan
All members of the Board are
equally responsible for the management and proper stewardship of
the Group and each Director is required to stand for re-election at
least once in every three years.
Peter Dornan has a strong
compliance background and is considered to be fully independent of
management and free from any business or other relationship with
the Company or Group and is thus able to bring independent
judgement to issues brought before the Board.
The Board meets at least ten times
per year and more frequently where necessary to approve specific
decisions. In the year under review the Board met 15 times with no
apologies for absence being recorded. Directors are free to take
independent professional advice as they consider appropriate at the
Company's expense.
The Board has established two
Committees with clearly defined terms of reference and detailed
below are the members of the Committees and their duties and
responsibilities.
Audit Committee
The Audit Committee has primary
responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Group is properly
measured and reported. It receives reports from the Group's
management, the Company's Risk Committee and the Company's auditors
relating to the interim and annual accounts and the accounting and
internal control systems in use throughout the Group.
The members of the Audit Committee
are as follows:
Peter
Dornan
(Non-Executive
Director)
Committee Chairman
Oliver
Cooke
(Non-Executive
Chairman)
Oliver Cooke is a Chartered
Accountant and used to be a partner in a firm in public
practice.
The Committee approves the
appointment and determines the terms of engagement of the Company's
auditors and, in consultation with the auditors, the scope of the
audit. The Audit Committee has unrestricted access to the Company's
auditors.
During the year under review the
Audit Committee met twice and all members of the Committee were in
attendance.
Remuneration Committee
The Remuneration Committee is
comprised of the two Non-Executive Directors, Peter Dornan and
Oliver Cooke, and is chaired by Peter Dornan.
During the year the Committee
formally adopted the Company's new MIFIDPRU Remuneration Code
Policy Statement (SYSC19G).
Consistent with this Policy
Statement, the Committee then divided its oversight function into
two separate areas, with new terms of reference for each, as
follows.
1) The main
Committee reviews the performance of those members of the senior
management team, including the Executive Directors, who are deemed
to be 'Risk Takers' within the business, and will approve any
proposed changes to their remuneration packages, terms of
employment and participation in share option schemes and other
incentive schemes.
2) A separate
sub-committee has been formed to review the performance and oversee
the remuneration of all other Group employees.
The remuneration of the
Non-Executive Directors is determined by the Board.
No Director may vote in connection
with any discussions regarding their own remuneration.
For the year under review, three
Remuneration Committee meeting were held, and both members of the
Committee were in attendance.
Nomination Committee
The Directors do not consider it
necessary, or appropriate, at present to establish a Nomination
Committee given the size of the Company. This will be kept under
review as the Company develops.
TAVISTOCK INVESTMENTS PLC
DIRECTORS' REPORT
FOR
THE YEAR ENDED 31 MARCH 2024
Principal Activities, Review of the Business and Future
Developments
The principal activities of the
Group during the year were the provision of support services to a
network of financial advisers and the sale of term-life and other
protection policies to retail clients. The key performance
indicators recognised by management are gross revenues and
operating profit, as represented by adjusted EBITDA.
An overall review of the Group's
performance during the year and its future prospects is given in
the Chairman's Statement and in the Strategic Report.
Substantial shareholdings
The Company has been advised of
the following interests in more than 3% of its ordinary share
capital as at 26 September 2024:
Name
|
Number of
Shares
|
% of
Ordinary
Shares
|
|
Brian
Raven
|
70,812,932
|
12.64%
|
Andrew
Staley
|
55,950,204
|
9.98%
|
Oliver
Cooke
|
30,600,000
|
5.46%
|
Lighthouse Group
|
30,487,805
|
5.44%
|
Hugh
Simon
|
30,000,000
|
5.35%
|
Paul
Millott
|
28,884,207
|
5.15%
|
Kevin
Mee
|
27,410,101
|
4.89%
|
|
|
|
|
| |
|
|
Directors
Details of the Directors of the
Company who served during the period are as follows:
Oliver Cooke
Non-Executive Chairman, aged 69
Oliver has over 40 years of
financial and business development experience gained in a range of
quoted and private companies including over thirty years'
experience as a public company director. He has considerable
experience in the fields of corporate finance, strategic
transformation, acquisitions, disposals and fundraisings. Oliver is
a Chartered Accountant and a Fellow of the Association of Chartered
Certified Accountants. On 1 June 2024 Oliver stepped down as an
Executive Director of the Company and took up a new role as the
Company's Non-Executive Chairman.
Brian Raven
Group Chief Executive, aged 68
Brian has been involved in the
financial services sector since 2010. He has a wide range of
business experience, having held many sales and general management
posts at senior management and board level, including running
public companies on both AIM and the Official List. Most notably,
in 1991 Brian founded Card Clear Plc, subsequently renamed Retail
Decisions plc, a business engaged in combating the fraudulent use
of plastic payment cards. He led the company until 1998 by which
time it was an international Group, listed on AIM, with a market
capitalisation of some £100 million. As a principal, Brian has been
responsible for identifying, negotiating and integrating numerous
acquisitions, as well as for delivering organic growth.
Johanna Rager
Group Finance & Operations Director, aged
55
Johanna is an accomplished Finance
Director with over 20 years of professional achievement in
multinational companies. She has a track record of delivering
strategic, commercial and operational solutions across global
organisations, including the implementation of complex Mergers and
Acquisitions. Johanna has proven ability to deliver top and bottom
lines and adapt to ever-changing business environments while
focusing on talent development and lean processes.
Roderic Rennison
Non-Executive Director, aged 69 - resigned 30 June
2024
Roderic has more than 40 years of
experience in financial services encompassing a variety of roles
including sales, strategy, product development, proposition,
operations and latterly acquisitions, mergers, and integrations
together with corporate affairs, risk and regulatory matters. He
provides consultancy services in the sector to a range of
providers, fund managers and intermediaries and particularly
specialises on the
Retail Distribution Review, for which he chaired the
professionalism and reputation work stream.
Peter Dornan
Non-Executive Director, Chairman of Audit and Remuneration
Committees, aged 68
Peter has spent more than 40 years
in the financial services industry. Having joined AEGON in 1981 as
a sales consultant he progressed through a series of sales and
general management positions to being appointed to the executive
management board in 1999. He had executive responsibility for
post-acquisition integration of a number of businesses including
Guardian Assurance, Positive Solutions and Origen. Peter was also
responsible for Scottish Equitable International in Luxembourg from
1996 until 2002 and was appointed chairman of AEGON Ireland when it
was launched in 2002. Since 2012, Peter has acted as a consultant
to a number of businesses within the financial services sector with
a particular emphasis on governance, risk management and financial
controls.
Diversity
Tavistock is an equal
opportunities employer and does not discriminate against staff on
the basis of disability, age, religious belief, gender, ethnicity
or sexual orientation.
Greenhouse gas emissions
The Group currently has minimal
greenhouse gas emissions to report from its operations and does not
have responsibility for any other emission producing sources, as
defined by the Companies Act 2006 (Miscellaneous Reporting)
Regulations 2018. As a consequence, it has not published a GHG
Emissions Statement.
Communication with shareholders
The Board continues to welcome
constructive engagement with shareholders. Each shareholder
receives a copy of the annual report, which contains the Chairman's
Statement. The annual and interim reports, together with other
corporate press releases are made available on the Company's
website www.tavistockinvestments.com. The Annual General Meeting
provides a forum for shareholders to raise issues with the
Directors. The Notice convening the meeting is issued with 21 clear
days' notice. Separate resolutions are proposed on each
substantially separate issue.
Going concern
The Board remains confident that
the business has sufficient cash resources to meet its working
capital requirements for the foreseeable future, being at least
twelve months from the date of approval of financial statements,
and to justify use of the going concern assumption as the
appropriate basis on which to prepare the Group's
accounts.
Financial instruments
Details of the use of financial
instruments by the Group are contained in Note 16 of the financial
statements.
Share Capital
Full details of the Company's share
capital can be found in Note 17 to the accounts.
Charitable and Political Donations
The Group made £9,782 in charitable donations in the year (2023:
£3,790).
Dividends
In 2023, the Company paid an interim
dividend of 0.07p per share and it remains the Board's intention to
pay further interim dividends when considered appropriate. The
timing and quantum of the next dividend payment will be assessed in
due course.
Auditors
A resolution reappointing RPG Crouch
Chapman LLP will be proposed at the Annual General Meeting in
accordance with S489 of the Companies Act 2006.
Supplier payment policy
The Group's policy is to agree terms
of payment with suppliers when entering into a transaction, ensure
that those suppliers are aware of the terms of payment by including
them in the terms and conditions of the contract and pay in
accordance with contractual obligations. Trade creditors at 31
March 2024 represented 24 days' purchases (2023: 28
days).
Internal control
The Group has adopted the QCA's
Corporate Governance Code. The key elements of the internal control
systems, which have regard to the size of the Group, are that the
Board meets regularly and takes the decisions on all material
matters, the organisational structure ensures that responsibilities
are defined, and authority only delegated where appropriate, and
that regular management accounts are presented to the Board to
enable the financial performance of the Group to be
analysed.
The Directors acknowledge that
they are responsible for the system of internal control, which is
established in order to safeguard the assets, maintain proper
accounting records and ensure that financial information used
within the business or published is reliable. Any such system of
control can, however, only provide reasonable, not absolute,
assurance against material misstatement or loss.
Directors' responsibilities
The Directors are responsible for
preparing the annual report and financial statements in accordance
with applicable law and regulations.
Company law requires the Directors
to prepare financial statements for each financial period.
Under that law the Directors have elected to prepare the Group
financial statements in accordance with international accounting
standards in conformity with the requirements of the Companies Act
2006 and in accordance with UK adopted international accounting
standards including Financial Reporting Standard 101, the Financial
Reporting Standard applicable in the UK and Republic of Ireland and
applicable law.
Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group for that
period.
The Directors are also required to
prepare financial statements in accordance with the rules of the
London Stock Exchange for companies trading securities on the
Alternative Investment Market.
In preparing these financial
statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently,
· make judgements and estimates that are reasonable and
prudent,
· for the Group financial statements, state whether they have
been prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act
2006,
· for the parent Company financial statements, state whether
applicable UK adopted international accounting standards including
Financial Reporting Standard 101 have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
Company will continue in business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Website publication
The Directors are responsible for
ensuring the annual report and the financial statements are made
available on a website. Financial statements are published on
the Company's website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's
website is the responsibility of the Directors. The
Directors' responsibility also extends to the ongoing integrity of
the financial statements contained therein.
Directors' interests
The Directors' beneficial interests
in the Ordinary Share Capital and options to purchase such shares
are as follows:
|
Ordinary shares of 1p each
|
|
31 March
2024
|
31 March 2023
|
|
Share options
|
Shares
|
Share options
|
Shares
|
Executive Directors:
|
|
|
|
|
Brian Raven
Johanna Rager
|
40,000,000
5,000,000
|
70,812,932
3,350,000
|
40,000,000
5,000,000
|
70,007,932
2,276,000
|
Non-Executive Directors:
Roderic Rennison - resigned 30 June
2024
Peter Dornan
|
-
-
|
705,398
250,000
|
-
-
|
705,398
250,000
|
Oliver Cooke
|
30,000,000
|
30,600,000
|
30,000,000
|
30,600,000
|
Executive
Directors
|
Date of
Grant
|
Weighted Average Exercise
Price
|
No. as at 31st
March 2023
|
No. granted during the
year
|
No. as at 31st
March 2024
|
Brian Raven
|
14/06/2021
|
5.25p
|
40,000,000
|
-
|
40,000,000
|
Johanna Rager
|
04/01/2023
|
6.65p
|
5,000,000
|
-
|
5,000,000
|
Non-Executive Director
|
|
|
|
|
|
Oliver Cooke
|
14/06/2021
|
5.25p
|
30,000,000
|
-
|
30,000,000
|
|
|
|
|
|
|
Directors' statements as to disclosure of information to
auditors
The Directors have taken all of the
steps required to make themselves aware of any information needed
by the Group's auditors for the purposes of their audit and to
establish that the auditors are aware of that
information.
The Directors are not aware of any
audit information of which the auditors are unaware.
Approved by the Board of Directors and signed on its behalf
by
Oliver Cooke
Chairman
28
September 2024
TAVISTOCK INVESTMENTS
PLC
AUDIT COMMITTEE REPORT
FOR
THE YEAR ENDED 31 MARCH 2024
On behalf of the Board, I am
pleased to present the Audit Committee report for the financial
year ended 31 March 2024.
Principal Responsibilities of the Committee
·
Ensuring the financial performance of the Group
is properly reviewed, measured and reported;
·
Monitoring the quality and adequacy of internal
controls and internal control systems implemented across the
Group;
·
Receiving and reviewing reports from the Group's
management and auditors relating to the interim and annual
accounts;
·
Reviewing reports from the Company's Risk
Committee and considering risk management policies and
systems;
·
Advising on the selection, appointment,
re-appointment and remuneration of independent external auditors
and scheduling meetings with external auditors, independent of
management where appropriate, for discussions and reviews;
and,
·
Reviewing and monitoring the extent and
independence of non-audit services provided by external auditors.
Members of the Committee
The Committee members during the
year were the Non-Executive Directors, Peter Dornan (Committee
Chairman), Roderic Rennison, and Oliver Cooke who is a Chartered
Accountant and has previously served as a partner in public
practice.
On 1 June 2024, after 11 years in
office, Oliver Cooke stepped down as an Executive Director of the
Company and took up a new role as the Company's Non-Executive
Chairman. On 30 June 2024, Roderic Rennison stepped down from the
Company and from the Audit Committee to pursue other business
interests.
The Committee met twice during the
year, with all members in attendance on each occasion.
Audit Process
The audit process commenced with
the preparation by the auditors of an audit plan, which contained
information regarding the proposed audit process, timetable,
targeted areas and the general scope of
work and considered any pertinent matters or areas for special
inclusion. This plan was presented to the Committee and following
due consideration was approved.
Following the audit, an Audit
Findings Report was prepared by the
auditors and submitted to the Audit
Committee, and this was followed by a conference
call with the Committee to review and discuss the contents of the Report. The Audit Committee then
provided a report to the Board together with its recommendations.
For the year ended 31 March 2024, no major areas of concern were
highlighted.
Risk Management and Internal Control
As referred to under Principle 4
of the Corporate Governance Report, the Group has established a
separate Risk Committee, whose role is to identify, monitor and
report on the risks faced by the Company. The Audit Committee
reviews reports produced by the Risk Committee from time to time
and considers that the framework is operating
effectively.
The Audit Committee reviewed the
non-audit services provided by the Company's auditors and
considered that there was no threat to their independence in the
provision of these services and that satisfactory controls were in
place to ensure this independence.
Internal Audit
At present, the Group does not
have a designated internal audit function. However, the Committee
believes that despite this, management is able to derive assurances
as to the adequacy and effectiveness of internal controls and risk
management procedures.
Approved by the Committee and signed on its behalf
by
Peter Dornan
Committee Chairman
28 September 2024
TAVISTOCK INVESTMENTS PLC
REMUNERATION COMMITTEE REPORT
FOR
THE YEAR ENDED 31 MARCH 2024
Compliance
Described below are the principles
that the Group has applied in relation to Directors'
remuneration.
The Remuneration Committee
For reasons of independence the
only members of the Remuneration Committee are the Company's
Non-Executive Directors.
On 1 June 2024, after 11 years in
office, Oliver Cooke stepped down as an Executive Director of the
Company and took up a new role as the Company's Non-Executive
Chairman. In this role he was invited to join the Committee. On 30
June 2024, Roderic Rennison stepped down from the Company and as
Chairman of the Audit Committee to pursue other business interests.
Peter Dornan took over as Chairman of the Committee.
The Committee is mindful of the
need to attract, retain and reward key staff. It reviews the scale
and structure of the Executive Directors' and senior employees'
remuneration, the terms of their service agreements and the extent
of their participation in share option schemes and any other bonus
arrangements.
The remuneration of, and the terms
and conditions applying to, the Non-Executive Directors are
determined by the entire Board.
During the year under review, the
Remuneration Committee met three times with both members in
attendance.
Service
contracts
Non-executive
Directors
|
|
|
|
Roderic
Rennison
|
Start
Date: 22 August 2014
|
Resigned
30 June 2024
|
|
Peter
Dornan
|
Start
Date: 22 August 2017
|
Initial
term 2 years, terminable at any time on three months'
notice
|
|
Oliver
Cooke
|
Start
Date: 3 May 2013
|
Terminable on six months' notice
|
|
|
|
|
|
The term
of the Directors' service contracts can be summarised as
follows:
|
Brian
Raven
|
Start
Date: 12 May 2014
|
To 31
March 2024, terminable thereafter on twelve
months' notice.
|
|
Johanna
Rager
|
Start
Date: 11 January 2023
|
To 31
December 2024, terminable thereafter on twelve months'
notice.
|
|
Directors' remuneration
Details of each Director's
remuneration are provided in Note 6 to the financial statements
entitled Staff Costs.
Directors' interest in shares
Details of the Directors
beneficial shareholdings as at 31 March 2024 can be found in the
Directors Report.
Approved by the Committee and signed on its behalf
by
Peter Dornan
Committee Chairman
28
September 2024
TAVISTOCK INVESTMENTS
PLC
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK
INVESTMENTS PLC
FOR
THE YEAR ENDED 31 MARCH 2024
Opinion
We have audited the financial
statements of Tavistock Investments Plc (the 'Company') and its
subsidiaries (the 'Group') for the year ended 31 March 2024 which
comprise the Consolidated statement of comprehensive income, the
Consolidated statement of financial position, the Consolidated
statement of changes in equity, the Consolidated statement of cash
flows, the Company statement of financial position, the Company
statement of changes in equity and the related notes to the
financial statements, including a summary of significant accounting
policies.
The financial reporting framework
that has been applied in the preparation of the Group financial
statements is applicable law and International Financial Reporting
Standards as adopted in the United Kingdom (IFRS). The Company
financial statements have been prepared in accordance with
applicable law and United Kingdom Accounting Standards, including
FRS 101 Reduced Disclosure Framework (UK GAAP).
In our opinion:
·
the financial statements give a true and fair
view of the state of the Group's and of the Company's affairs as at
31 March 2024 and of the Group's profit for the year then
ended;
·
the Group financial statements have been properly
prepared in accordance with IFRS;
·
the Company financial statements have been
properly prepared in accordance with UK GAAP; and
·
the financial statements have been prepared in
accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities
for the audit of the financial statements section of our report. We
are independent of the group and the parent company in accordance
with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial
statements, we have concluded that the director's use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors'
assessment of the entity's ability to continue to adopt the going
concern basis of accounting included:
·
Review budgets and cash flows projections up to
31 March 2026;
·
Comparison of budget to past
performance;
·
Sensitise cash flows for variations in trading
performance and working capital requirements;
·
Consider if there is any other information
brought to light during the audit that would impact on the going
concern assessment; and
·
Review of working capital facilities and assess
headroom available in the projections.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the Tavistock
Investments Plc's ability to continue as a going concern for a
period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Our approach to the audit
In planning our audit, we
determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked
at where the directors made subjective judgements, for example in
respect of significant accounting estimates. As in all of our
audits, we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit
to ensure that we performed sufficient work to be able to issue an
opinion on the financial statements as a whole, taking into account
the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate. We
performed full-scope audits of the material components of the
Group.
Key audit matters
Key audit matters are those
matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the
current period and include the most significant assessed risks of
material misstatement we identified (whether or not due to fraud),
including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. Each matter identified was
addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. The key audit matters
identified are listed below.
Carrying value of intangible assets
|
At the year-end, the Group held
£29.1m (2023: £19.6m) of intangible assets, of which £20.9m relates
to goodwill, £6.1m to client lists, and £2.1m to internally
generated assets.
In accordance with IAS36
Impairment of Assets, entities are required to conduct annual
impairment tests for certain intangible assets.
Given the subjectivity of
estimates involved, we consider the carrying value of goodwill to
be a key audit matter, particularly with the acquisition of Precise
Protect - now known as Tavistock Protect and the position of the
clawback provision.
|
Our work included:
•
Reviewing the initial goodwill calculation,
agreeing consideration paid to the purchase agreement and the net
assets acquired to the company balance sheet at the date of
acquisition;
•
Reviewing management's goodwill impairment review
and considering this for reasonableness, including challenging key
assumptions in the model and using sensitivity analysis where
relevant; and
•
Reviewing the individual books of business across
the companies and the impairment review prepared by management,
flexing these accordingly to review for any indicators of
impairment.
|
Revenue recognition
|
Revenue recognition has a presumed
risk of fraud under International Auditing Standards. The majority
of fees are in relation to initial and ongoing services in terms of
revenue recognised.
Given the significant judgements
in the estimated outcomes of open contractual positions at the
period end and unsettled at the date of approval of the financial
statements, we consider revenue recognition to be a key audit
matter.
|
Our audit work
included:
•
Performing detailed walkthroughs to verify the
operation of controls in place;
•
Testing a sample of transactions throughout the
year to agree to external supporting documents;
•
Performing analytical procedures by month and
between each business unit, investigating significant
fluctuations;
•
Performing cut off testing to ensure revenue has
been recorded in the correct period and reviewed the accuracy of
accrued income at the year-end; and
•
Understanding the systems in place for Tavistock
Protect Limited and testing this as a new income stream.
|
Legal and provisions
|
As the Group operates in the
regulated area of financial services, it is exposed to the risk of
claims with respect to current and historic work performed for
clients. At the year-end, the Group recognised provisions of £3.6m
(2023: £6.0m) with respect to such claims.
Under IAS 37, provisions must be
recognised when it is probably that an outflow of cash or other
economic resource will be required to settle the
provision.
Given the subjective nature of the
estimates involved, we consider the carrying value of legal
provisions to be a key audit matter.
|
Our audit work
included:
•
Reviewing reasonableness of the provisions
brought forward;
•
Vouching expected claims/workings through to
documentation;
•
Tracing claims completed in the year through to
bank statements;
•
Discussions with management about any open cases
and claims;
•
Reviewing and considering the adequacy of the
disclosure within the financial statements.
|
Our application of materiality
We apply the concept of
materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. We consider materiality to
be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken
on the basis of the financial statements.
In order to reduce to an
appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
We have based materiality on 1.75%
of revenue for the operating components. This benchmark is
considered to be the most significant determinant of the group's
financial performance used by the users of the financial
statements. Overall materiality for the Group as a whole was set at
£0.7m. For each component, the materiality was set at a lower
level. The Company materiality was set at £0.5m, based on 1.75% of
gross assets, capped at 75% of group materiality as that is deemed
the considered the most appropriate measure for a holding
company.
We agreed with the Audit Committee
that we would report on all differences in excess of 5% of
materiality relating to the group financial statements. We also
report to the Audit Committee on financial statement disclosure
matters identified when assessing the overall consistency and
presentation of the consolidated financial statements.
Other information
The directors are responsible for
the other information. The other information comprises the
information included in the annual report, other than the financial
statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
In connection with our audit of
the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work
undertaken in the course of the audit:
·
the information given in the strategic report and
the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial
statements; and
·
the strategic report and the directors' report
have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and
understanding of the group and the parent company and its
environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors' report.
We have nothing to report in
respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
·
adequate accounting records have not been kept,
or returns adequate for our audit have not been received from
branches not visited by us; or
·
the parent company financial statements are not
in agreement with the accounting records and returns; or
·
certain disclosures of directors' remuneration
specified by law are not made; or
·
we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the
statement of directors' responsibilities on pages 17 to 19, the
directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial
statements, the directors are responsible for assessing the group's
and the parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue our opinion in an auditor's report. Reasonable
assurance is a high level of assurance, but does not guarantee that
an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud, is
detailed below:
·
We obtained an understanding of the legal and
regulatory frameworks within which the Company/Group operates
focusing on those laws and regulations that have a direct effect on
the determination of material amounts and disclosures in the
financial statements. The laws and regulations we considered in
this context were the Companies Act 2006 and relevant taxation
legislation.
·
We identified the greatest risk of material
impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals
and reviewing accounting estimates for biases.
Because of the inherent
limitations of an audit, there is a risk that we will not detect
all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law
or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become
aware of instances of non-compliance. The risk is also greater
regarding irregularities occurring due to fraud rather than error,
as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
A further description of our
responsibilities for the audit of the financial statements is
located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Auditor's Report.
Use of our report
This report is made solely to the
company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Mark Wilson MA, FCA
Senior Statutory
Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and
Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
28 September 2024
RPG Crouch Chapman LLP is a
limited liability partnership registered in England and Wales with
registered number OC375705.
TAVISTOCK INVESTMENTS
PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR
THE YEAR ENDED 31 MARCH 2024
|
|
|
Year
ended
|
|
Year ended
|
|
|
|
31 March
|
|
31 March
|
|
|
|
2024
|
|
2023
|
|
Note
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Revenue
|
3
|
|
39,489
|
|
33,954
|
|
|
|
|
|
|
Cost of sales
|
3
|
|
(25,000)
|
|
(22,717)
|
|
|
|
|
|
|
Gross profit
|
|
|
14,489
|
|
11,237
|
|
|
|
|
|
|
Administrative expenses
|
3
|
|
(14,897)
|
|
(12,174)
|
|
|
|
|
|
|
Loss from Total Operations
|
4
|
|
(408)
|
|
(937)
|
|
|
|
|
|
|
MEMORANDUM ONLY- Adjusted EBITDA
|
|
|
2,226
|
|
141
|
Depreciation &
Amortisation
|
9 &
10
|
|
(1,548)
|
|
(1,244)
|
Share Based Payments
|
|
|
(198)
|
|
(107)
|
Regulatory provisions
|
14
|
|
(857)
|
|
342
|
Exceptional costs
|
|
|
(31)
|
|
(69)
|
Loss from Operations
|
|
|
(408)
|
|
(937)
|
|
|
|
|
|
|
Finance income
|
|
|
234
|
|
139
|
LLP members remuneration charged as
an expense
|
|
|
(1,241)
|
|
(551)
|
Share of profit/(loss) in
associate
|
|
|
109
|
|
(219)
|
|
|
|
|
|
|
Loss before
taxation
|
|
|
|
|
|
Taxation
|
7
|
|
32
|
|
173
|
|
|
|
|
|
|
Loss after taxation and
attributable to equity holders of the parent and total
comprehensive income for the year
|
|
|
(1,274)
|
|
(1,395)
|
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
Basic
|
8
|
|
(0.23)p
|
|
(0.25)p
|
|
|
|
|
|
|
Diluted
|
8
|
|
(0.23)p
|
|
(0.25)p
|
No other
comprehensive income during the year (2023 - £Nil)
The
notes form part of the Group financial statements.
TAVISTOCK INVESTMENTS
PLC
Company number: 05066489
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 31 MARCH 2024
|
|
|
31 March
2024
|
|
31 March
2023
|
|
Note
|
|
£'000
|
£'000
|
|
£'000
|
£'000
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Intangible assets
|
9
|
|
|
29,141
|
|
|
19,560
|
Tangible fixed assets
|
10
|
|
|
1,514
|
|
|
1,971
|
Investment in associates
|
11
|
|
|
10,179
|
|
|
10,035
|
Trade and other
receivables
|
12
|
|
|
-
|
|
|
8,740
|
Total non-current assets
|
|
|
|
40,834
|
|
|
40,306
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Trade and other
receivables
|
12
|
|
10,251
|
|
|
10,473
|
|
Cash and cash equivalents
|
|
|
4,118
|
|
|
9,733
|
|
Total current assets
|
|
|
|
14,369
|
|
|
20,206
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
55,203
|
|
|
60,512
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
13
|
|
(7,520)
|
|
|
(10,726)
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Loan & Lease
Liability
|
13
|
|
(2,829)
|
|
|
(999)
|
|
Payments due regarding purchase of
client lists
|
13
|
|
(779)
|
|
|
(923)
|
|
Provisions
|
14
|
|
(3,571)
|
|
|
(6,004)
|
|
Deferred taxation
|
15
|
|
(56)
|
|
|
(89)
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
(14,755)
|
|
|
(18,741)
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
|
40,448
|
|
|
41,771
|
|
|
|
|
|
|
|
|
Capital and Reserves
|
|
|
|
|
|
|
|
Share Capital
|
17
|
|
|
5,602
|
|
|
5,567
|
Share Premium
|
17
|
|
|
1,828
|
|
|
1,614
|
Capital Redemption
Reserve
|
17
|
|
|
534
|
|
|
534
|
Retained Earnings
|
|
|
|
32,484
|
|
|
34,056
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
40,448
|
|
|
41,771
|
The financial statements were
approved by the Board and authorised for issue on 28 September
2024.
Oliver Cooke
Chairman
The
notes form part of the Group financial statements.
TAVISTOCK INVESTMENTS
PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
|
Share
Capital
|
|
Share
Premium
|
|
Capital Redemption
Reserve
|
|
Retained
Earnings
|
|
Total
Equity
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
31
March 2022
|
5,578
|
|
1,541
|
|
501
|
|
35,856
|
|
43,477
|
|
|
|
|
|
|
|
|
|
|
Loss
after tax and total comprehensive income
|
-
|
|
-
|
|
-
|
|
(1,395)
|
|
(1,395)
|
Equity settled share-based
payments
|
-
|
|
-
|
|
-
|
|
107
|
|
107
|
Buy-back of shares
|
(33)
|
|
73
|
|
33
|
|
(302)
|
|
(229)
|
Dividend Received
|
-
|
|
-
|
|
-
|
|
373
|
|
373
|
Closure of subsidiary
|
-
|
|
-
|
|
-
|
|
(192)
|
|
(192)
|
Dividend payment
|
-
|
|
-
|
|
-
|
|
(391)
|
|
(391)
|
Share options exercised
|
22
|
|
-
|
|
-
|
|
-
|
|
22
|
|
|
|
|
|
|
|
|
|
|
31
March 2023
|
5,567
|
|
1,614
|
|
534
|
|
34,056
|
|
41,771
|
|
|
|
|
|
|
|
|
|
|
Loss
after tax and total comprehensive income
|
-
|
|
-
|
|
-
|
|
(1,472)
|
|
(1,472)
|
Equity settled share-based
payments
|
-
|
|
-
|
|
-
|
|
198
|
|
198
|
Issue of shares
|
35
|
|
214
|
|
-
|
|
-
|
|
249
|
Dividend payment
|
-
|
|
-
|
|
-
|
|
(392)
|
|
(392)
|
Closure of subsidiary
|
-
|
|
-
|
|
-
|
|
94
|
|
94
|
31
March 2024
|
5,602
|
|
1,828
|
|
534
|
|
32,484
|
|
40,448
|
|
|
|
|
|
|
|
|
|
|
The
notes form part of the Group financial statements.
TAVISTOCK INVESTMENTS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
|
|
Year ended
|
|
Year ended
|
|
|
31 March
2024
|
|
31 March
2023
|
|
|
£'000s
|
|
£'000s
|
Cash flow from operating
activities
|
|
|
|
|
|
|
|
|
|
Loss from normal
Operations
|
|
(1,306)
|
|
(1,568)
|
|
|
|
|
|
Adjustments
for:
|
|
|
|
|
Share
based payments
|
|
198
|
|
107
|
Depreciation of tangible fixed assets
|
|
730
|
|
681
|
Amortisation of intangible assets
|
|
818
|
|
563
|
Regulatory provisions
|
|
857
|
|
(342)
|
Exceptional costs
|
|
31
|
|
69
|
Finance
income
|
|
(234)
|
|
(139)
|
Minority
Interest
|
|
(109)
|
|
-
|
|
|
|
|
|
Cash flows from operating
activities before changes in working capital
|
985
|
|
(629)
|
|
|
|
|
|
Decrease
in trade and other receivables
|
|
5,159
|
|
111
|
Decrease
in trade and other creditors
|
|
(8,776)
|
|
(1,274)
|
|
|
|
|
|
Cash used in
Operations
|
|
(2,631)
|
|
(1,792)
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
Intangible assets- client lists and internally developed
assets
|
|
(476)
|
|
(732)
|
Purchase
of tangible fixed assets
|
|
(317)
|
|
(1,176)
|
Purchase
of associate
|
|
(4,000)
|
|
(6,060)
|
Deferred
consideration payments
|
|
(1,432)
|
|
(1,621)
|
Cash
received on sale of client list
|
|
-
|
|
100
|
Cash paid
for subsidiary
|
|
(3,627)
|
|
(1,515)
|
Amount
owed on acquisition of subsidiary
|
|
(580)
|
|
-
|
Cash
received on acquisition of subsidiary
|
|
416
|
|
-
|
Cash
received on sale of subsidiary entities
|
|
4,543
|
|
7,461
|
|
|
|
|
|
Net cashflow used from
investing activities
|
|
(5,473)
|
|
(3,543)
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
Finance
income
|
|
234
|
|
139
|
New
leases
|
|
257
|
|
698
|
Lease
repayments
|
|
(530)
|
|
(445)
|
Loan
repayments
|
|
(583)
|
|
-
|
New
Loans
|
|
3,254
|
|
-
|
Buy-back
of shares
|
|
-
|
|
(302)
|
Issue of
Share Capital
|
|
250
|
|
-
|
Dividend
payment
|
|
(392)
|
|
(391)
|
Exercise
of share options
|
|
-
|
|
95
|
Net cashflow from financing
activities
|
|
2,489
|
|
(206)
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
(5,615)
|
|
(5,541)
|
|
|
|
|
|
Cash and cash equivalents at
start of the year
|
|
9,733
|
|
15,274
|
|
|
|
|
|
Cash and cash equivalents at
end of the year
|
|
4,118
|
|
9,733
|
The
notes form part of the Group financial statements.
TAVISTOCK INVESTMENTS
PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
(continued)
FOR THE YEAR ENDED 31 MARCH 2024
|
|
Year ended
|
|
Year ended
|
|
|
31 March
2024
|
|
31 March
2023
|
|
|
£'000
|
|
£'000
|
Net
decrease in cash and cash equivalents
|
(5,615)
|
|
(5,541)
|
New loans
liability
|
|
(3,254)
|
|
-
|
New lease
liability
|
|
(257)
|
|
(698)
|
Lease
repayment
|
|
530
|
|
445
|
Loan
repayment
|
|
583
|
|
-
|
|
|
|
|
|
Movement
in net debt in the year
|
|
(8,012)
|
|
(5,794)
|
Net debt
at 1 April 2023
|
|
8,265
|
|
14,059
|
|
|
|
|
|
Net debt at 31 March
2024
|
|
253
|
|
8,265
|
|
|
|
|
|
|
|
|
|
|
The net
debt comprises:
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
|
|
31 March
2024
|
|
31 March
2023
|
|
|
£'000
|
|
£'000
|
Cash
|
|
4,118
|
|
9,733
|
Current
loans
|
|
(503)
|
|
-
|
Current
leases
|
|
(533)
|
|
(469)
|
Non-current loans
|
|
(2,180)
|
|
-
|
Non-current leases
|
|
(650)
|
|
(999)
|
Net debt at 31 March
2024
|
|
253
|
|
8,265
|
Reconciliation of net debt:
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
Cashflows
|
|
New
|
|
2024
|
Lease liabilities
|
|
1,463
|
|
(530)
|
|
257
|
|
1,190
|
Loan liabilities
|
|
-
|
|
(583)
|
|
3,254
|
|
2,671
|
Long term debt
|
|
1,463
|
|
(1,113)
|
|
3,511
|
|
3,861
|
The
notes form part of the Group financial statements.
TAVISTOCK INVESTMENTS PLC
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR
THE YEAR ENDED 31 MARCH 2024
1.
ACCOUNTING POLICIES
Principal accounting policies
Tavistock Investments Plc ("The
Company") is a public company limited by share capital,
incorporated in the United Kingdom with registered company number
05066489 and its registered office is at 1 Queen's Square, Ascot
Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE. The
principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless
otherwise stated.
Basis of preparation
The consolidated financial
statements have been prepared in accordance with UK adopted
International Financial Reporting Standards ("IFRS") in conformity
with the requirements of the Companies Act 2006.
The financial statements are
presented in pounds sterling and all values are rounded to the
nearest thousandth (£'000), except when otherwise
indicated.
Basis of
Consolidation
The Group comprises a holding
company and several individual subsidiaries and all of these have
been included in the consolidated financial statements in
accordance with IFRS10 Consolidated Financial Statements and the
principles of acquisition accounting as laid out by IFRS 3 Business
Combinations. Subsidiaries are consolidated from the date of their
acquisition, being the date on which the group obtains control and
continue to consolidate until the date such control ceases. Control
comprises the power to govern the financial and operating policies
of the subsidiary so as to obtain benefit from its
activities.
Two new subsidiaries, Tavistock
Select LLP and Tavistock Protect LLP, have different accounting
periods than the rest of the Group. For the purpose of these
financial statements, the subsidiaries have been included for the
12-month period ending 31 March 2024 only.
Revenue recognition
Revenues within the advisory
business are predominantly comprised of advisory support
commissions. Income is recognised and accrued for when control has
transferred, the resulting cash will then be received at the point
the underlying transaction settles.
Revenues within the investment
management business are calculated as a percentage of funds under
management. Income is calculated daily and is received and
recognised monthly. The charges are collected directly from the
assets held and there are no significant payment terms. All
revenues arise over time and are received in arrears, none are
linked to subsequent performance obligations.
Intangible assets
Intangible assets include goodwill
arising on the acquisition of subsidiaries and represents the
difference between the fair value of the consideration payable and
the fair value of the net assets that have been acquired.
Acquisitions have been accounted for under
acquisition method of accounting.
Also included within intangible
assets are various assets separately identified in business
combinations (such as FCA permissions, established systems and
processes, adviser and client relationships and brand value) to
which the Directors have ascribed a commercial value and a useful
economic life. The ascribed value of these intangible assets is
being amortised on a straight-line basis over their estimated
useful economic life, which is generally considered to be between 5
and 10 years.
During the year the Group has
invested in the development of a number of key initiatives designed
to generate additional FUM inflows. Where appropriate, this
expenditure has been capitalised as intangible assets.
Intangible assets (continued)
Intangible assets are initially
recognised at cost.
Costs that are directly associated
with the production of identifiable and unique products controlled
by the Group and capable of producing future economic benefits are
recognised as intangible assets. Direct costs include employee
costs and directly attributable overheads. After recognition, under
the cost model, intangible fixed assets are measured at cost less
any accumulated amortisation and any accumulated impairment
losses.
Development costs are recognised
as assets only if all of the following conditions are
met:
·
an asset is created that can be separately
identified,
·
it is probable that the asset created will
generate future economic benefits; and
·
the development cost of the asset can be measured
reliably.
Client lists, regulatory approvals
and systems and internally developed assets are considered to have
a finite useful life and are only amortised once ready for use. If
a reliable estimate of the useful life cannot be made, the useful
life shall not exceed 10 years.
Financial assets
Deferred consideration received,
accrued income and receivables: These
assets are deemed to be non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market.
They arise principally through the provision of goods and services
to customers (trade receivables), but also incorporate other types
of contractual monetary asset. They are carried at amortised cost
using the effective interest method.
Financial liabilities
Payments made under leases (net of
any incentives received from the lessor) have been recognised in
accordance with IFRS 16 as follows:
The Group's leases primarily
relate to properties. Lease terms are negotiated on an individual
basis and contain a wide range of different terms and conditions.
Property leases will often include extension and termination
options, open market rent reviews, and uplifts.
The lease liability is initially
measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the individual
lessee company's incremental borrowing rate (5.75%) taking into
account the duration of the lease. The weighted average lessee's
incremental borrowing rate applied to lease liabilities recognised
in the statement of financial position at the date of initial
application.
The lease liability is
subsequently measured at amortised cost using the effective
interest method, with the finance cost charged to profit or loss
over the lease period to produce a constant periodic rate of
interest on the remaining balance of the liability.
The right-of-use asset is
initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs
incurred, less any lease incentives received. The right-of-use
asset is typically depreciated on a straight-line basis over the
lease terms. In addition, the right-of-use asset may be adjusted
for certain remeasurements of the lease liability, such as market
rent review uplifts. Please refer to Note 10 for further
details.
Share based payments
Where share options are awarded to
employees, the fair value of the options at the date of grant is
charged to the statement of comprehensive income on a straight-line
basis over the vesting period. Non-market vesting conditions are
taken into account by adjusting the number of options expected to
vest at each statement of financial
position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. The cumulative
expense is not adjusted for failure to achieve a market vesting
condition.
Fair value is calculated using the
Black-Scholes model, details of which are given in Note
18.
Tangible fixed assets
Tangible fixed assets are stated
at cost net of accumulated depreciation and provision for
impairment. Depreciation is provided on all tangible fixed assets,
at rates calculated to write off the cost less estimated residual
value, of each asset on a straight-line basis over its expected
useful life. The residual value is the estimated amount that would
currently be obtained from disposal of the asset if the asset were
already of the age and in the condition expected at the end of its
useful economic life.
The method of depreciation for
each class of depreciable asset is:
Computer
equipment
- 3 years straight line
Office fixtures, fittings &
equipment
- 5 years straight line
Motor Vehicles
- 5 years straight line
Impairment of Assets
Impairment tests on goodwill are
undertaken annually at the reporting date. The
recoverable value of goodwill is estimated on the basis of value in
use, defined as the present value of the cash generating units with
which the goodwill is associated. When value in use is less than
the book value, an impairment is recorded and is
irreversible.
In assessing the carrying value of
Assets, the Directors have used 5-year forecasts and discounted the
anticipated future cashflows by entity and assets class over 5
years and then in perpetuity using a discount rate of 15%. In all
scenarios, the recoverable amount exceeded the carrying
value.
Other non-financial assets are
subject to impairment tests whenever circumstances indicate that
their carrying amount may not be recoverable. Where the carrying
value of an asset exceeds its estimated recoverable value (i.e.the
higher of value in use and fair value less costs to sell), the
asset is written down accordingly. Where it is not possible to
estimate the recoverable value of an individual asset, the
impairment test is carried out on the asset's cash-generating unit.
The carrying value of tangible fixed assets is assessed in order to
determine if there is an indication of impairment. Any impairment
is charged to the statement of comprehensive income. Impairment
charges are included under administrative expenses within the
consolidated statement of comprehensive income.
Taxation and deferred taxation
Corporation tax payable is provided
on taxable profits at prevailing rates.
Deferred tax assets and
liabilities are recognised where the carrying amount of an asset or
liability in the Statement of Financial Position differs from its
tax base, except for differences arising on:
·
the initial recognition of goodwill;
and
·
the initial recognition of an asset or liability
in a transaction which is not a business combination and at the
time of the transaction affects neither accounting nor taxable
profit.
Recognition of deferred tax assets
is restricted to those instances where it is probable that future
taxable profit will be available against which the asset can be
utilised. The amount of the asset or liability is determined using
tax rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Taxation and deferred taxation (continued)
Deferred tax assets and
liabilities are offset when the Group has a legally enforceable
right to offset current tax assets and liabilities and the deferred
tax assets and liabilities relate to taxes levied by the same tax
authority on either:
·
the same taxable Group company; or
·
different Group entities which intend either to
settle current tax assets and liabilities on a net basis, or to
realise the assets and settle the liabilities simultaneously, in
each future period in which significant amounts of deferred tax
assets or liabilities are expected to be settled or
recovered.
Provisions
Provisions are recognised when the
Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be
required to settle the obligation, and the amount can be reliably
estimated. Provisions are measured at the present value of
management's best estimate of the expenditure required to settle
the present obligation at the end of the reporting
period.
Where some or all of the expenditure
required to settle a provision is expected to be reimbursed by
another party, the reimbursement is recognised when, and only when,
it is virtually certain that reimbursement will be received if the
Company settles the obligation. The reimbursement is treated as a
separate asset. The amount recognised for the reimbursement cannot
exceed the amount of the provision.
As referenced in Note 14,
settlement in relation to the claims provision has been made on a
case by case basis in respect of the cost of defending claims and,
where appropriate, the estimated cost of settling claims. Where
recovery of the cost of settlement is expected to be virtually
certain, a corresponding asset is recognised. Any net provision
expense is recognised in the Group's statement of comprehensive
income.
2.
CRITICAL
ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of these financial
statements has required management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and reported
amounts of revenues and expenses during the reporting period. These
judgements and estimates are based on management's best knowledge
of the relevant facts and circumstances, having regard to prior
experience, but actual results may differ from the amounts included
in the financial statements. Information about such judgements and
estimates is contained below, as well as in the accounting policies
and accompanying notes to the financial statements.
Impairment of goodwill and other intangible
assets
The Group is required to test, on
an annual basis, whether goodwill has suffered any impairment.
Other intangible assets are tested whenever circumstances indicate
that their carrying value may not be recoverable. The recoverable
amount is estimated based on value in use calculations.
In assessing the carrying value of
Goodwill the Directors have used 5-year forecasts which have been
discounted by entity over 5 years and then in perpetuity using a
discount rate of 15%. The forecast assumes no annual growth in
revenue after year one and a 2% annual increase in costs.
Sensitivity analysis was also performed alongside this to create
various scenarios, with different growth rates. In all scenarios,
the recoverable amount exceeded the carrying value.
Internally Developed Intangible Assets
Included in the amount capitalised
in respect of key initiatives are apportioned staff costs. Staff
costs are capitalised where the relevant staff member is directly
involved in the product development process. Management estimates
the amount of time each employee has spent on each project during
the reporting period and prorate the staff costs
accordingly.
Share based
payments
The share-based payment charge to
the Profit or Loss account is estimated from the operation of the
Black-Scholes Model in respect of share options granted by the
Company as referred to in more detail in Note 18.
Amortisation of Development costs and other
Intangibles
Product development costs are being
amortised over 10 years. The estimated useful economic life of the
intangible assets are based on management's judgement and
experience. When management identifies that the actual useful
economic life differ materially from the estimates used to
calculate amortisation, that charge is adjusted
accordingly.
A segmental analysis of revenue
and expenditure for the year is:
|
Group
(Plc)
|
|
Investment
Management
|
|
Advisory
Business
|
|
2024
|
|
Group
(Plc)
|
|
Investment
Management
|
|
Advisory
Business
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Revenue
|
115
|
|
731
|
|
38,643
|
|
39,489
|
|
245
|
|
965
|
|
32,744
|
|
33,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
sales
|
(592)
|
|
(376)
|
|
(24,032)
|
|
(25,000)
|
|
(336)
|
|
(276)
|
|
(22,105)
|
|
(22,717)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
(477)
|
|
356
|
|
14,611
|
|
14,489
|
|
(91)
|
|
689
|
|
10,639
|
|
11,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributed
Expenses
|
(4,457)
|
|
(414)
|
|
(8,941)
|
|
(13,812)
|
|
(4,069)
|
|
(732)
|
|
(7,539)
|
|
(12,340)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
based payments
|
|
|
|
|
|
|
(198)
|
|
|
|
|
|
|
|
(107)
|
Regulatory provisions
|
|
|
|
|
|
|
(857)
|
|
|
|
|
|
|
|
342
|
Exceptional costs
|
|
|
|
|
|
|
(31)
|
|
|
|
|
|
|
|
(69)
|
Loss from
operations
|
|
|
|
|
|
|
(408)
|
|
|
|
|
|
|
|
(937)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The segmental analysis above
reflects the parameters applied by the Board when considering the
Group's monthly management accounts. The Directors do not make
reference to segmental analysis as part of the day-to-day
assessment of the business therefore have not disclosed a segmental
consolidated statement of financial position within the
accounts.
During the year under review the
Group's revenue was generated exclusively within the UK.
.
|
4. LOSS FROM OPERATIONS
|
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
This is arrived at after
charging:
|
|
|
|
|
Staff costs (see Note
6)
|
|
9,513
|
|
8,711
|
Depreciation on tangible fixed
assets
|
|
730
|
|
722
|
Amortisation of intangible
fixed assets
|
|
818
|
|
563
|
Regulatory provisions
|
|
857
|
|
(342)
|
Exceptional costs
|
|
31
|
|
69
|
|
|
|
|
|
Auditor's remuneration in
respect of the Company
|
|
9
|
|
8
|
Audit of the Group and
subsidiary undertakings
|
|
87
|
|
58
|
Auditor's remuneration-
non-audit services- Interim
|
|
9
|
|
8
|
|
|
105
|
|
74
|
5. BUSINESS
COMBINATIONS
|
|
| |
On 6 April 2023, the Group
acquired Precise Protect Limited (now named Tavistock Protect
Limited), obtaining 100% ownership of the ordinary shares. The
transaction has been accounted for as a business combination in
accordance with IFRS 3. The fair value of the net liabilities at
acquisition totalled £4,364k, made up of £41k Intangible assets,
£784k Current Debtors, £416k of Cash, and £5,605 of
liabilities.
Consideration paid totalled
£3,957k. This consisted of £2,750k of Cash Consideration, a Share
Capital issue of £250k, £377k of transaction costs and £580k of
deferred consideration owed, as shown in Note X of the Company
Accounts. Goodwill arising on acquisition amounted to
£8,321k.
Since the acquisition date,
Tavistock Protect Limited has generated revenue of £9,055,324 and
profit before tax of £2,455,195.
6. STAFF
COSTS
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
Staff costs for all
employees, including Directors and key management consist
of:
|
|
|
Wages,
fees and salaries
|
|
7,900
|
|
7,379
|
Social
security costs
|
|
989
|
|
827
|
Pensions
|
|
426
|
|
398
|
|
|
9,315
|
|
8,604
|
Share
based payment charge
|
|
198
|
|
107
|
|
|
9,513
|
|
8,711
|
|
|
|
|
|
|
|
2024
|
|
2023
|
The average number of
employees of the Group during the year was as
follows:
|
|
Number
|
|
Number
|
Directors
and key management
|
|
10
|
|
12
|
Operations and administration
|
|
183
|
|
149
|
|
|
193
|
|
161
|
|
|
|
|
|
| |
The remuneration of the highest paid
director was £502,583 (2023: £474,769). The total remuneration of
key management personnel was £2,198,631 (2023: £2,438,258).
Included in this figure are pension costs amounting to £175,231
(2023: £242,535).
Outstanding pension commitments
included in the balance sheet amounted to £49,538 (2023:
£41,173).
All pension contributions represent
payments into defined contribution schemes.
Directors' Detailed Emoluments
Details of individual Directors'
emoluments for the 2024 are as follows:
|
Salary &
fees
|
|
Benefits in kind &
allowances
|
|
Performance
bonus
|
|
Pension
contributions
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
2024
|
B
Raven
|
346,500
|
|
44,108
|
|
60,000
|
|
51,975
|
|
502,583
|
O
Cooke
|
154,733
|
|
29,228
|
|
20,000
|
|
23,210
|
|
227,172
|
J
Rager
|
192,500
|
|
15,509
|
|
10,000
|
|
19,250
|
|
237,259
|
P
Dornan*
|
30,000
|
|
-
|
|
-
|
|
-
|
|
30,000
|
R
Rennison*
|
30,000
|
|
-
|
|
-
|
|
-
|
|
30,000
|
|
753,732
|
|
88,844
|
|
90,000
|
|
94,434
|
|
1,027,013
|
Details of individual
Directors' emoluments for the 2023 are as follows:
|
Salary &
fees
|
|
Benefits in kind &
allowances
|
|
Performance
bonus
|
|
Pension
contributions
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
2023
|
B
Raven
|
322,000
|
|
44,469
|
|
60,000
|
|
48,300
|
|
474,769
|
O
Cooke
|
211,369
|
|
35,349
|
|
24,000
|
|
31,680
|
|
302,398
|
J
Rager**
|
31,075
|
|
2,194
|
|
1,828
|
|
2,970
|
|
38,067
|
P
Dornan*
|
30,000
|
|
-
|
|
-
|
|
-
|
|
30,000
|
R
Rennison*
|
30,000
|
|
-
|
|
-
|
|
-
|
|
30,000
|
|
624,444
|
|
82,012
|
|
85,828
|
|
82,950
|
|
875,234
|
* Denotes non-executive
Director.
** Joined Board on 26th
January 2023
|
Purpose and link to strategy
|
|
Basic Salary
|
To attract, retain and reward
Executive Directors of a suitable calibre.
|
Basic salaries are reviewed annually
by the independent Remuneration Committee. Factors considered by
the Committee include, intra alia, individual seniority/length of
service, market comparisons, economic climate, wider staff
reviews.
|
BIK and
allowances
|
A package of benefits (car
allowance, private health cover, death in service cover, defined
pension contribution) is provided as part of a market competitive
remuneration package.
|
Car allowances are paid to
individuals via the PAYE system. Insurance cover is provided either
through membership of Group Schemes or by payment of subscriptions
on behalf of the individuals.
|
|
Purpose and link to strategy
|
|
Performance Bonus
|
To maximise the benefit of the
arrangements for the Company, half of the performance bonus is
linked to the reported results of the Group and the other half is
linked to the achievement of other strategic objectives.
|
The maximum potential bonus is set
by the Remuneration Committee at the start of each year. Individual
performance, and thus bonus entitlement, is assessed and determined
by the Committee after the year end date.
|
Pension
|
Defined contributions are made to
individual's nominated pension providers as part of a market
competitive remuneration package.
|
The Company pays defined pension
contributions directly to the nominated providers.
|
7.
|
TAXATION ON (LOSS)/PROFIT FROM ORDINARY
ACTIVITIES
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Deferred
tax credit
|
(17)
|
|
(35)
|
Deferred
tax credit in respect of previous period
|
(15)
|
|
(138)
|
Tax credit for the
year
|
(32)
|
|
(173)
|
The tax assessed for the
year differs from the standard rate of corporation tax in the UK
applied to profit before tax.
On 10 June 2021, The
Finance Bill 2021 received Royal assent. The Bill confirms the
increase in the corporation tax rate from 1 April 2023. From this
date, the rate will tapper from 19% for businesses of less than
£50,000 to 25% with profits of over £250,000. This does not amount
to a significant impact on the deferred tax charge for the year.
The closing deferred tax balance at 31 March 2024 has been
calculated at 25% (2023: 25%) being the substantively enacted tax
rate at the balance sheet date.
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Total
Loss on ordinary activities before tax
|
(1,306)
|
|
(1,568)
|
Loss on
ordinary activities at the standard rate of corporation tax in the
UK of 25% (2023: 19%)
|
(326)
|
|
(298)
|
|
|
|
Effects
of:
|
|
|
|
Expenses
not deductible for tax purposes
|
65
|
|
52
|
Other
timing differences
|
697
|
|
(231)
|
Differences between capital allowances and
depreciation
|
52
|
|
1
|
Adjustments to prior periods deferred tax
|
(3,513)
|
|
(2,445)
|
Adjustments to prior corporation tax
|
-
|
|
-
|
Non-taxable income
|
-
|
|
-
|
Adjust
closing deferred tax to average rate of tax
|
-
|
|
(137)
|
Deferred
tax not recognised
|
3,718
|
|
2,885
|
Tax credit for the
year
|
(32)
|
|
(173)
|
|
|
2024
|
|
2023
|
Loss per
share has been calculated using the following:
|
|
|
|
|
Loss
(£'000)
|
|
(1,274)
|
|
(1,395)
|
Weighted
average number of shares ('000s)
|
|
560,321
|
|
556,601
|
Loss per ordinary
share
|
|
(0.23)p
|
|
(0.25)p
|
Weighted
average number of shares and share options that were exercisable at
year end ('000s)
|
|
657,721
|
|
638,056
|
|
|
Diluted Loss per ordinary
share
|
|
(0.23)p
|
|
(0.25)p
|
Basic earnings per ordinary share
has been calculated using the weighted average number of share in
issue during the relevant financial periods.
The Group has dilutive potential
ordinary shares in the form of share options. The share options
have been excluded from the calculation of diluted loss per share
as the Group is loss making and they would be anti-dilutive. These
instruments could potentially be dilutive in the future.
|
Client
Lists
|
|
Goodwill Arising on
Consolidation
|
|
Internally Developed
Assets
|
|
Total
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Cost
|
|
|
|
|
|
|
|
Balance at 1 April 2022
|
11,778
|
|
12,835
|
|
2,813
|
|
27,426
|
Additions
|
1,331
|
|
-
|
|
583
|
|
1,914
|
Disposals
|
(100)
|
|
-
|
|
-
|
|
(100)
|
Balance at 31 March 2023
|
13,009
|
|
12,835
|
|
3,396
|
|
29,240
|
|
|
|
|
|
|
|
|
Additions
|
2,022
|
|
8,321
|
|
209
|
|
10,552
|
Transfers
|
(143)
|
|
-
|
|
-
|
|
(143)
|
Balance at 31 March 2024
|
14,888
|
|
21,156
|
|
3,605
|
|
39,650
|
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
Balance at 1 April 2022
|
7,622
|
|
235
|
|
1,260
|
|
9,117
|
Amortisation
|
522
|
|
-
|
|
41
|
|
563
|
Balance at 31 March 2023
|
8,144
|
|
235
|
|
1,301
|
|
9,680
|
|
|
|
|
|
|
|
|
Amortisation
|
661
|
|
-
|
|
167
|
|
828
|
Balance at 31 March 2024
|
8,805
|
|
235
|
|
1,468
|
|
10,507
|
|
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
|
|
At 31 March 2024
|
6,083
|
|
20,921
|
|
2,137
|
|
29,141
|
At 31 March 2023
|
4,865
|
|
12,600
|
|
2,095
|
|
19,560
|
Client Lists relate to identifiable
relationships between acquired companies, their adviser network and
the associated client bases.
Internally Developed Assets
predominately represent costs associated with various
initiatives.
The remaining amortisation period
for Client Lists ranges from 4 to 10 years. The remaining
amortisation period for Internally Developed assets ranges from 6
to 10 years.
9.
|
INTANGIBLE ASSETS (continued)
|
GOODWILL
|
|
|
|
|
|
The
carrying value of goodwill in respect of each cash generating unit
is as follows:
|
|
|
|
|
|
|
Financial advisory
business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£'000
|
|
Balance at 31 March
2023
|
|
|
|
|
|
12,600
|
|
Additions
|
|
|
|
|
|
8,321
|
|
Balance at 31 March
2024
|
|
|
|
|
|
20,921
|
|
|
|
|
|
|
|
|
|
|
| |
In assessing the carrying value of
Goodwill the Directors have used 5-year cashflow forecasts and
discounted these anticipated future cashflows by entity over 5
years using a discount rate of 15%, and then discounted anticipated
future cashflows to perpetuity using a discount rate of 15%. In all
scenarios, the recoverable amount exceeded the carrying
value.
10.
|
TANGIBLE FIXED ASSETS
|
|
|
*ROU Leasehold
property
|
|
Motor
Vehicles
|
|
Computer
equipment
|
|
Office fixtures, fittings,
and equipment
|
|
Total
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Cost
|
|
|
|
|
|
|
|
|
|
|
Balance
at 1 April 2022
|
|
1,710
|
|
33
|
|
679
|
|
639
|
|
3,061
|
Additions
|
|
819
|
|
-
|
|
80
|
|
50
|
|
949
|
Disposals
|
|
(353)
|
|
-
|
|
(113)
|
|
(231)
|
|
(697)
|
Transfers
|
|
-
|
|
-
|
|
(441)
|
|
441
|
|
-
|
Balance
at 31 March 2023
|
|
2,176
|
|
33
|
|
205
|
|
899
|
|
3,313
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
257
|
|
-
|
|
51
|
|
9
|
|
317
|
Disposals
|
|
(349)
|
|
-
|
|
(51)
|
|
(232)
|
|
(631)
|
Transfers**
|
|
-
|
|
-
|
|
92
|
|
(92)
|
|
-
|
Balance
at 31 March 2024
|
|
2,084
|
|
33
|
|
297
|
|
584
|
|
2,998
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
Balance
at 1 April 2022
|
|
679
|
|
5
|
|
211
|
|
434
|
|
1,329
|
Depreciation
|
|
482
|
|
7
|
|
76
|
|
157
|
|
722
|
Disposals
|
|
(364)
|
|
-
|
|
(113)
|
|
(232)
|
|
(709)
|
Transfers
|
|
-
|
|
-
|
|
(45)
|
|
45
|
|
-
|
Balance
at 31 March 2023
|
|
797
|
|
12
|
|
129
|
|
404
|
|
1,342
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
540
|
|
7
|
|
99
|
|
127
|
|
772
|
Disposals
|
|
(348)
|
|
-
|
|
(52)
|
|
(232)
|
|
(632)
|
Transfers**
|
|
-
|
|
-
|
|
-
|
|
2
|
|
2
|
Balance
at 31 March 2024
|
|
989
|
|
19
|
|
176
|
|
300
|
|
1,484
|
|
|
|
|
|
|
|
|
|
|
|
Net Book
Value
|
|
|
|
|
|
|
|
|
|
|
At 31
March 2024
|
|
1,095
|
|
14
|
|
121
|
|
284
|
|
1,514
|
At 31
March 2023
|
|
1,379
|
|
21
|
|
76
|
|
495
|
|
1,971
|
|
*Right of Use.
**Transfers have been made between
categories to correct immaterial brought forward
discrepancies.
Included in Office fixtures,
fittings and equipment are assets acquired under lease agreements
with a net book value of £3,857 (2023: £20,350).
Included in ROU Leasehold property
are assets acquired under lease agreements with a net book value of
£1,095,428 (2023: £1,380,387).
Included in Motor Vehicles are
assets acquired under lease agreements with a net book value of
£14,906 (2023: £21,506).
Depreciation charged on leased
assets was £456,058 (2023: £472,986).
11.
|
INVESTMENTS IN ASSOCIATES
|
|
|
|
|
|
|
|
|
|
Investments in
associates
|
|
|
£'000
|
Cost
|
|
|
Balance
at 31 March 2023
|
|
10,035
|
Additions
|
|
144
|
Balance
at 31 March 2024
|
|
10,179
|
|
|
|
Net Book
Value
|
|
|
At 31
March 2024
|
|
10,179
|
At 31
March 2023
|
|
10,035
|
|
|
| |
|
|
|
|
|
|
|
| |
In April 2022 the Company received
regulatory approval from the FCA and completed the acquisition of a
21% stake in LEBC Holdings Limited ("LEBC"). Consideration of £10m
had been agreed, with £6m paid on initial purchase and an
additional £4m paid within this financial year.
12.
|
TRADE AND OTHER RECEIVABLES
|
Current
|
|
31 March
|
|
31 March
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Trade
receivables
|
68
|
|
393
|
|
Other
prepayments and accrued income
|
3,216
|
|
2,228
|
|
Other
receivables
|
6,967
|
|
7,852
|
|
|
10,251
|
|
10,473
|
|
Included in other prepayments and
accrued income is accrued income at year end of £2,128,011 (2023:
£1,360,977).
Included within other receivables
is the sum of £Nil (2023: £49k) in relation to Neil Bartlett cases
which are now complete and the last payment was made this financial
year..
Included within other receivables
due within one year is the sum of £6,089,234 (2023: £4,056,333)
being the amount due within one year as part of the consideration
on the sale of Tavistock Wealth Limited.
Also, included within other
receivables is the sum of £Nil (2023: £2.2m) being the estimated
amount recoverable from insurers and £Nil (2023: £0.7m) being the
estimated amount recoverable from advisers in connection with the
British Steel provision detailed in Note 14.
Non-current
|
|
31 March
|
|
31 March
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Deferred consideration
due
|
-
|
|
8,740
|
|
|
-
|
|
8,740
|
|
|
|
|
|
|
Included within deferred
consideration due in more than one year is the sum of £Nil (2023:
£8,252,000) being the amount due after one year as part of the
consideration on the sale of Tavistock Wealth Limited.
13.
|
LIABILITIES
|
|
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Current liabilities
|
|
|
|
Trade payables
|
1,466
|
|
1,754
|
Accruals
|
1,035
|
|
1,371
|
Commissions payable
|
729
|
|
907
|
VAT and social security
liabilities
|
294
|
|
352
|
Other payables
|
811
|
|
619
|
Payments due regarding purchase of
client lists
|
1,569
|
|
1,254
|
Deferred consideration
owed
|
580
|
|
4,000
|
Loans
|
503
|
|
-
|
Leases
|
533
|
|
469
|
|
7,520
|
|
10,726
|
|
|
|
|
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Non-current liabilities
|
|
|
|
Payments due regarding purchase of
client lists
|
779
|
|
923
|
Loans
|
2,180
|
|
-
|
Leases
|
650
|
|
999
|
|
3,609
|
|
1,922
|
|
|
|
|
| |
The Group
has obtained funding from the Bank of Ireland who hold a fixed and
floating charge over all property and undertakings of a subsidiary
of the Group.
14.
|
PROVISIONS
|
|
|
|
|
Total
|
|
|
|
|
£'000
|
|
Balance at 1 April
2023
|
|
|
6,004
|
|
Additions
|
|
|
7,886
|
|
Payments to settle
claims
|
|
|
(715)
|
|
Provisions utilised
|
|
|
(3,336)
|
|
Provisions released
|
|
|
(6,268)
|
|
Balance at 31 March
2024
|
|
|
3,571
|
|
|
|
|
|
|
| |
The principal movements during the
year can be summarised as follows:
Tavistock Protect
During the year provisions were
made, to cover potential clawbacks, which in aggregate amounted to
£7.8m and of this sum a total of £4.2m was either utilised or
subsequently released. The balance carried forwarded at year end
was £3.6m. The provisions were calculated using historic trends on
both the likelihood of clawback and the value of the clawback in
relation to the original revenue recognised.
Restructuring Reserve Provisions
The closing balance includes a
provision of £85,254, made in the previous year, to cover
additional costs associated with the disposal of offices no longer
being used by the Company.
All other restructuring reserve
provision have been released during the period.
British Steel
During the year ended 31 March
2023, a precautionary provision of £3.8 million (gross) was made in
compliance with the FCA guidelines that were issued in anticipation
of a mandatory, industry-wide review of past British Steel Pension
Fund transfer cases.
During the year under review, a
full assessment of the cases falling within the scope of the
industry-wide review was completed and £583k (gross) of the reserve
was utilised. The £3.22 million balance of the brought forward
provision was no longer required and has been released to the
Statement of Comprehensive Income as a one-off exceptional
item.
Further information regarding the
provisions can be found in the Chairmans Statement on page 2 to
5.
15.
|
DEFERRED TAX
|
|
|
|
Total
|
|
|
|
|
£'000
|
|
|
|
|
|
|
Balance at 1 April 2023
|
|
|
(89)
|
|
Adjustment in respect of previous
period
|
|
|
15
|
|
Deferred tax credit in the
year
|
|
|
17
|
|
|
|
|
|
|
Balance at 31 March 2024
|
|
|
(56)
|
|
|
|
|
|
| |
The Directors anticipate that the
Deferred tax asset relating to losses brought forward will be
realised within the medium term.
The
deferred tax provision comprises:
|
|
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Deferred tax on
intangibles
|
(56)
|
|
(89)
|
|
(56)
|
|
(89)
|
|
|
|
| |
For taxation purposes, the parent
company of the Group, Tavistock Investments Plc, has to date
incurred losses amounting to £12.2m (31 March 2023 £10.75m), no
deferred tax asset in connection with these losses has been
recognised in the accounts.
16.
|
FINANCIAL RISK MANAGEMENT
|
The Group is exposed to risks that
arise from its use of financial instruments. These financial
instruments are within the current assets and current liabilities
shown on the face of the statement of financial position and
comprise the following:
Credit risk
The Group is exposed to the usual
credit risks associated with use of a mainstream bank headquartered
in the UK, NatWest Plc. However, the Board does not consider it to
be necessary to carry a specific provision against this
risk.
The Group is exposed to a credit
risk associated with the deferred consideration due on the disposal
of Tavistock Wealth to Titan. As per the Chairman's
Statement the Board considers it to be
prudent at this stage to provide for the difference between the
amount being claimed from Titan and the full outstanding balance of
the deferred consideration, some £2.16 million.
The Group is exposed to a low
level of credit risk primarily on its trade receivables, which are
spread over a range of Investment platforms and advisers.
Receivables are broken down as follows:
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
Deferred consideration due, accrued income and
receivables
|
£'000
|
|
£'000
|
Trade receivables
|
68
|
|
393
|
Accrued income
|
2,128
|
|
1,361
|
Other receivables
|
6,968
|
|
16,591
|
The table below illustrates the due
date of trade receivables:
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Current
|
22
|
|
195
|
31-60 days
|
-
|
|
174
|
61-90 days
|
-
|
|
3
|
91-120 days
|
-
|
|
-
|
121 and over
|
46
|
|
21
|
|
68
|
|
393
|
|
|
|
|
Liquidity risk
Liquidity risk rises from the
Group's management of working capital and the finance charges and
repayments of its liabilities.
The Group's policy is to ensure that
it will have sufficient cash to allow it to meet its liabilities
when they become due.
The Group has no overdraft
facilities. The Group have received bank loans for acquisition debt
funding facility secured from the Bank of Ireland of £3.254m, with
capacity to borrow up to £50m in the future. £194,170 (2023: £Nil)
was charged as interest during the financial period.
The Group's policy in respect of
cash and cash equivalents is to limit its exposure by reducing cash
holding in the operating units and investing amounts that are not
immediately required in funds that have low risk and are placed
with a reputable bank.
Cash at bank and cash equivalents
At the year end the Group had the
following cash balances:
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
|
4,118
|
|
9,733
|
|
|
|
|
Cash at bank comprises Sterling cash
deposits held within a number of banks. There is no cash held on
deposit in special interest bearing accounts.
All monetary assets and liabilities
within the Group are denominated in the functional currency of the
operating unit in which they are held. All amounts stated at
carrying value equate to fair value.
|
|
31 March
2024
|
|
Due within 1
year
|
|
Due within 1-5
years
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Financial liabilities at amortised cost
|
|
|
|
|
|
|
Trade payables
|
|
1,466
|
|
1,466
|
|
-
|
Accruals
|
|
1,035
|
|
1,035
|
|
-
|
Commissions payable
|
|
729
|
|
729
|
|
-
|
VAT and social security
liabilities
|
|
294
|
|
294
|
|
-
|
Other payables
|
|
811
|
|
811
|
|
-
|
Payments due regarding purchase of
client lists
|
|
2,348
|
|
1,569
|
|
779
|
Deferred consideration
owed
|
|
580
|
|
580
|
|
-
|
Loans
|
|
2,683
|
|
503
|
|
2,180
|
Leases
|
|
1,183
|
|
533
|
|
650
|
|
|
11,129
|
|
7,520
|
|
3,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March
2023
|
|
Due within 1
year
|
|
Due within 1-5
years
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Financial liabilities at amortised cost
|
|
|
|
|
|
|
Trade payables
|
|
1,754
|
|
1,754
|
|
-
|
Accruals
|
|
1,371
|
|
1,371
|
|
-
|
Commissions payable
|
|
907
|
|
907
|
|
-
|
VAT and social security
liabilities
|
|
352
|
|
352
|
|
-
|
Other payables
|
|
619
|
|
619
|
|
-
|
Payments due regarding purchase of
client lists
|
|
2,177
|
|
1,254
|
|
923
|
Deferred consideration
owed
|
|
4,000
|
|
4,000
|
|
-
|
Leases
|
|
1,467
|
|
468
|
|
999
|
|
|
12,647
|
|
10,725
|
|
1,922
|
|
|
|
|
|
|
|
Capital Disclosures and Risk Management
The Group's management define
capital as the Group's equity share capital and
reserves.
The Group has a requirement to
maintain a minimal level of regulatory capital, which in practice
means the FCA requires the Group's core tier one capital, which is
composed primarily of retained earnings and shares, to exceed the
requirements as set out by the FCA. Compliance with minimum
regulatory capital is assessed continually and reported to the FCA
on a half yearly basis. Should additional capital be required
management ensure that this is introduced in a timely
manner.
The Group's objective when
maintaining capital is to safeguard its ability to continue as a
going concern, so that in due course it can provide returns for
shareholders and benefits for other stakeholders.
The Group manages its capital
structure and makes adjustments to it in the light of changes in
the business and in economic conditions. In order to maintain or
adjust the capital structure, the Group may from time to time issue
new shares, based on working capital and product development
requirements and current and future expectations of the Company's
share price.
The Group monitors both its
operating and overall working capital with reference to key ratios
such as gearing and regulatory capital requirements.
Interest rate risk
Interest rate risk is the risk
that the value of financial instruments will fluctuate due to
changes in market interest rates. The Group considers the interest
rates available when deciding where to place cash balances. The
Group has no material exposure to interest rate risk.
17.
|
SHARE CAPITAL AND SHARE PREMIUM
|
|
31 March
2024
|
|
31 March
2023
|
|
|
|
£'000
|
|
£'000
|
Called up share
capital
|
|
|
|
Allotted, called up and
fully paid
|
|
|
|
560,429,005 Ordinary shares of 1 pence each
|
5,602
|
|
5,567
|
(2023:
556,857,576 shares of 1 pence each)
|
|
|
|
Capital
Redemption Reserve
|
534
|
|
534
|
|
6,136
|
|
6,101
|
Share
Premium
|
1,828
|
|
1,614
|
|
7,964
|
|
7,715
|
|
|
|
|
Capital Redemption Reserve
In August 2022, in accordance with
a mandate given by shareholders, the Board arranged the buy-back of
3,000,000 of the Company's ordinary shares of 1p each, representing
0.54% of the then issued share capital, at a price of 9.35 pence
per share. Later in the financial year, in November 2022, the Board
arranged the buy-back of a further 300,000 of the Company's
ordinary shares of 1p each, representing 0.05% of the then issued
share capital, at a price of 7 pence per share. These shares were
subsequently cancelled, and the nominal value of the shares has
been transferred to the Capital Redemption Reserve.
The following describes the nature
and purpose of each of the Company's reserves:
Reserve
|
Description and purpose
|
|
|
Share Capital
|
Amount subscribed for share capital
at nominal value.
|
Share Premium
|
Amount subscribed for share capital
in excess of nominal value.
|
Retained
Earnings
|
Cumulative net gains and losses
recognised in the consolidated statement of comprehensive
income.
|
Capital Redemption Reserve
|
A
statutory, non-distributable
reserve into which amounts
are transferred following the purchase, and cancellation of the
company's own shares out of distributable profits.
|
During
the year the Company issued options over 950,000 (2023: 8,100,000)
Ordinary shares.
All options outstanding at the
year-end date have been valued using the Black-Scholes pricing
model. The weighted average of the assumptions used in the model
are:
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Share price at grant
|
5.50p
|
|
6.72p
|
|
Exercise price
|
5.25p
|
|
7.67p
|
|
Expected volatility
|
120%
|
|
117%
|
|
Expected life
|
10
years
|
|
3.8
years
|
|
Risk free rate
|
4.5%
|
|
3.4%
|
|
|
|
|
|
|
|
|
|
|
| |
Expected volatility has been
determined by reference to the fluctuations in the Company's share
price between the formation of its current Group structure and the
grant date of the share options.
|
|
31 March
2024
|
|
31 March
2023
|
|
Weighted average price
(pence)
|
|
Number
|
|
Weighted average price
(pence)
|
|
Number
|
Outstanding at the beginning of the
year
|
|
1.85
|
|
121,124,567
|
|
1.45
|
|
124,405,967
|
Granted during the year
|
5.26
|
|
950,000
|
|
6.22
|
|
8,100,000
|
Exercised during the year
|
-
|
|
-
|
|
2.50
|
|
(2,480,000)
|
Lapsed during the year
|
1.50
|
|
(3,324,734)
|
|
0.24
|
|
(8,901,400)
|
|
|
|
|
|
|
|
|
Outstanding at the end of the
year
|
1.88
|
|
118,749,833
|
|
1.85
|
|
121,124,567
|
|
|
|
|
|
|
|
|
| |
The average exercise price of the
97,399,833 options that had vested and were exercisable at year end
was 5.32p and their weighted contractual life was 2.7
years.
The weighted average fair value of
each option granted during the current period was assessed as being
5.26p and their weighted average contractual life was 10
years.
The range in exercise prices of
share options outstanding at the end of the year is 2.35p to 6.50p
(2023: 2.35p to 7.25p) and their weighted average contractual life
was 5.8 years (2023: 3.8 years)
The vesting conditions in relation
to management are disclosed in the Remuneration Report on pages 21
to 22.
19.
|
LEASING COMMITMENTS
|
The Group's future minimum lease
payments fall due as follows:
|
|
|
31 March
|
|
31 March
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Not later than 1 year
|
533
|
|
468
|
|
Later than 1 year and not later than
5 years
|
650
|
|
999
|
|
|
1,183
|
|
1,467
|
|
Included in the above is £526k of
Right of Use leasing commitments due within 1 year, and £639k due
later than 1 year and not later than 5 years.
The interest expense in relation
to Right of Use leasing commitments during the financial year was
£31k, £29k is then due within 1 year, and £31k is due later than 1
year and not later than 5 years.
The amount charged as an expense
during the year for low value leased assets totalled
£16k.
20.
|
RELATED PARTY TRANSACTIONS
|
£185k (2023: £225k) was received
from LEBC Holdings Limited in which the Group has a 21% minority
interest. No amount was outstanding at each year end
date.
TAVISTOCK INVESTMENTS
PLC
Company number 05066489
COMPANY STATEMENT OF FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March
2024
|
|
At 31 March
2023
|
|
|
|
|
|
|
ASSETS
|
Note
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
V
|
|
639
|
|
|
|
|
|
555
|
Tangible fixed assets
|
VI
|
|
962
|
|
|
|
|
|
1,586
|
Investments
|
VII
|
|
31,350
|
|
|
|
|
|
27,249
|
Trade and other
receivables
|
VIII
|
|
-
|
|
|
|
|
|
8,740
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
|
|
32,951
|
|
|
|
38,130
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
VIII
|
|
11,671
|
|
|
|
10,875
|
|
|
Cash and cash equivalents
|
IX
|
|
291
|
|
|
|
3,038
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
|
11,962
|
|
|
|
13,913
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
44,913
|
|
|
|
52,043
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
X
|
|
(14,146)
|
|
|
|
(17,458)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due after
more than one year
|
XI
|
|
(2,586)
|
|
|
|
(885)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
(16,732)
|
|
|
|
(18,343)
|
|
|
|
|
|
|
|
|
|
|
Total net assets
|
|
|
|
|
28,181
|
|
|
|
33,700
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
|
|
|
|
Share Capital
|
XII
|
|
|
|
5,602
|
|
|
|
5,567
|
Share Premium
|
|
|
|
|
1,828
|
|
|
|
1,614
|
Capital Redemption
Reserve
|
|
|
|
|
534
|
|
|
|
534
|
Retained Earnings
|
|
|
|
|
20,217
|
|
|
|
25,985
|
Total equity
|
|
|
|
|
28,181
|
|
|
|
33,700
|
|
|
|
|
|
|
|
|
|
|
|
| |
These accounts do not include a
Cashflow Statement, or a Financial Instruments note, as permitted
by Section 1.8 of FRS 101.
The loss of the parent company for
the year was £5,374,853 (2023: loss £7,442,147).
The financial
statements were approved by the Board and authorised for issue on
28 September 2024.
Oliver Cooke
Chairman
The
notes form part of the Company financial statements.
TAVISTOCK INVESTMENTS
PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR
THE YEAR ENDED 31 MARCH 2024
|
Share
Capital
|
|
Share
Premium
|
|
Capital
Redemption
|
|
Retained
Earnings
|
|
Total
Equity
|
|
|
|
|
|
Reserve
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
31 March 2022
|
5,578
|
|
1,541
|
|
501
|
|
34,012
|
|
41,632
|
|
|
|
|
|
|
|
|
|
|
Buy-back of shares
|
(33)
|
|
73
|
|
33
|
|
(303)
|
|
(230)
|
Equity settled share-based
payments
|
-
|
|
-
|
|
-
|
|
107
|
|
107
|
Share options exercised
|
22
|
|
-
|
|
-
|
|
-
|
|
22
|
Dividend payment
|
-
|
|
-
|
|
-
|
|
(391)
|
|
(391)
|
Dividend received
|
-
|
|
-
|
|
-
|
|
373
|
|
373
|
Loss after tax
|
-
|
|
-
|
|
-
|
|
(7,813)
|
|
(7,813)
|
|
|
|
|
|
|
|
|
|
|
At
31 March 2023
|
5,567
|
|
1,614
|
|
534
|
|
25,985
|
|
33,700
|
|
|
|
|
|
|
|
|
|
|
Share
issue
|
35
|
|
214
|
|
-
|
|
-
|
|
249
|
Equity
settled share-based payments
|
-
|
|
-
|
|
-
|
|
198
|
|
198
|
Dividend
payment
|
-
|
|
-
|
|
-
|
|
(392)
|
|
(392)
|
Loss
after tax
|
-
|
|
-
|
|
-
|
|
(5,574)
|
|
(5,574)
|
|
|
|
|
|
|
|
|
|
|
At
31 March 2024
|
5,602
|
|
1,828
|
|
534
|
|
20,217
|
|
28,181
|
The
notes on pages 54 to 58 form part of the Company Financial
Statements.
TAVISTOCK INVESTMENTS PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL
STATEMENTS
FOR
THE YEAR ENDED 31 MARCH 2024
I.
ACCOUNTING POLICIES
The principal accounting policies
applied are summarised below.
Basis of preparation
The financial statements have been
prepared under the historical cost convention and in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework,
the Financial Reporting Standard applicable in the United Kingdom
and the Republic of Ireland and the Companies Act 2006.
The preparation of financial
statements in compliance with FRS 101 Reduced Disclosure Framework
requires the use of certain critical accounting estimates. It also
requires management to exercise judgement in applying the Company's
accounting policies (see Note 2 in the Group financial
statements).
Advantage has been taken by the
Company of the exemptions provided by Section 5(c) of FRS101 not to
disclose Group transactions in respect of wholly owned
subsidiaries.
All accounting policies that are not
unique to the Company are listed on pages 33 to 36. All additional
accounting policies have been applied as follows:
Going concern
The Directors are of the opinion
that the Company has sufficient working capital for the foreseeable
future, being at least twelve months from the date of approval of
financial statements. On this basis, they consider it appropriate
that the accounts have been prepared on a going concern
basis.
Valuation of
investments
Investments held as fixed assets are
stated at cost less any provision for impairment in
value.
II.
CRITICAL
ACCOUNTING ESTIMATES AND JUDGEMENTS
Impairment of
Investments
The Company is required to test,
when impairment indicators exist, whether the carrying value of its
investment in its subsidiaries has suffered any
impairment.
In assessing the carrying value of
Investments the Directors have used 5-year forecasts and discounted
the anticipated future cashflows by entity over 5 years and then in
perpetuity using a discount rate of 15%. In all scenarios, the
recoverable amount exceeded the carrying value.
Share based payments
The share based payment charge to
the Profit or Loss account has been estimated using the
Black-Scholes Model in respect of share options granted by the
Company, as referred to in more detail in Note 18.
III.
LOSS FOR THE FINANCIAL PERIOD
The Company has taken advantage of
the exemption allowed under s408 of the Companies Act 2006 and has
not presented its own profit and loss account in these financial
statements. The Company's loss for the year was £5,374,853
(2023: loss £7,442,147).
Included within this loss are
provisions totalling of £2.16 million (2023: £Nil) against the
carrying value of the Titan receivable, as described in the
Chairman Statement on pages 2 to 5.
In 2023, the Company paid an interim
dividend of 0.07p per share and it remains the Board's intention to
pay further interim dividends when considered appropriate .The
timing and quantum of the next dividend payment will be assessed in
due course.
All Group staff are employed by
Tavistock Investments Plc and their costs are recharged to the
relevant subsidiaries. Details of the Company's staff costs are
shown in Note IV.
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
|
|
|
|
Staff costs for all employees,
including Directors consist of:
|
2,449
|
|
2,348
|
Wages, fees and salaries
|
330
|
|
289
|
Social security costs
|
162
|
|
163
|
Pensions
|
2,941
|
|
2,800
|
|
|
|
|
The average number of employees of
the Company during the year was as follows:
|
2024
|
|
2023
|
Number
|
|
Number
|
Directors and key
management
|
7
|
|
7
|
Operations and
administration
|
32
|
|
31
|
|
39
|
|
38
|
During the year the Company
incurred an additional £6.4 million (2023: £8.6 million) of staff
costs relating to 154 employees (2023: 161 employees) which were
recharged to subsidiary companies within the
Group.
V.
|
INTANGIBLE ASSETS
|
|
|
|
|
Total
|
|
|
|
£'000
|
Software cost
|
|
|
|
Balance at 1 April 2023
|
|
|
572
|
Additions
|
|
|
119
|
Balance at 31 March 2024
|
|
|
691
|
|
|
|
|
Accumulated amortisation
|
|
|
|
Balance at 1 April 2023
|
|
|
17
|
Amortisation charge
|
|
|
35
|
Balance at 31 March 2024
|
|
|
52
|
|
|
|
|
Net
book value
|
|
|
|
At 31 March 2024
|
|
|
639
|
|
|
|
|
At 31 March 2023
|
|
|
555
|
|
|
|
|
|
|
|
|
| |
VI.
|
TANGIBLE FIXED ASSETS
|
|
|
|
|
|
*ROU Leasehold
property
|
|
Computer
equipment
|
|
Office fixtures, fittings
and equipment
|
|
Total
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Cost
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
1,868
|
|
321
|
|
443
|
|
2,632
|
Additions
|
-
|
|
2
|
|
3
|
|
5
|
Transfers between Group
companies
|
(179)
|
|
-
|
|
46
|
|
(133)
|
Transfer
|
-
|
|
(267)
|
|
267
|
|
-
|
Disposals
|
(269)
|
|
(21)
|
|
(224)
|
|
(513)
|
Balance at 31 March 2024
|
1,421
|
|
35
|
|
535
|
|
1,992
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
650
|
|
45
|
|
351
|
|
1,046
|
Depreciation charge
|
398
|
|
14
|
|
109
|
|
523
|
Transfers between Group
companies
|
(54)
|
|
-
|
|
29
|
|
(25)
|
Transfer
|
-
|
|
(16)
|
|
16
|
|
-
|
Disposals
|
(269)
|
|
(21)
|
|
(224)
|
|
(513)
|
Balance at 31 March 2024
|
724
|
|
23
|
|
282
|
|
1,030
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
At 31 March 2024
|
697
|
|
12
|
|
253
|
|
962
|
|
|
|
|
|
|
|
|
At 31 March 2023
|
1,218
|
|
276
|
|
92
|
|
1,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
*Right of use
Included in ROU Leasehold property
are assets acquired under lease agreements with a net book value of
£696,743 (2023: £1,129,689).
Included in Computer equipment are
assets acquired under lease agreements with a net book value of Nil
(2023: Nil).
Included in Office fixtures,
fittings and equipment are assets acquired under lease agreements
with a net book value of £3,857 (2023: £20,350).
|
|
|
Associate
|
|
31 March
|
|
31 March
|
|
Subsidiaries
|
|
Undertakings
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
22,092
|
|
10,035
|
|
32,127
|
|
20,667
|
Additions
|
3,957
|
|
-
|
|
3,957
|
|
14,485
|
Release on disposal
|
-
|
|
-
|
|
-
|
|
(3,025)
|
Balance at 31 March 2024
|
26,049
|
|
10,035
|
|
36,084
|
|
32,127
|
|
|
|
|
|
|
|
|
Provisions for impairment
|
|
|
|
|
|
|
|
Balance at 1 April 2023
|
4,878
|
|
-
|
|
4,878
|
|
4,659
|
Minority interest in
associate
|
-
|
|
(144)
|
|
(144)
|
|
219
|
Balance at 31 March 2024
|
4,878
|
|
(144)
|
|
4,734
|
|
4,878
|
|
|
|
|
|
|
|
|
Carrying value of Investments
|
21,171
|
|
10,179
|
|
31,350
|
|
27,249
|
VII.
|
INVESTMENTS
(continued)
|
At the year end the Company
had the following wholly owned subsidiaries:
Registered Office
Address
|
|
Name
|
|
Holding
|
1 Queens
Square, Lyndhurst Road, Ascot, Berkshire, SL5 9FE
|
|
Tavistock
Private Client Limited
|
|
Indirect
|
|
Tavistock
Partners Limited
|
|
Direct
|
|
|
Tavistock
Partners (UK) Ltd
|
|
Direct
|
|
|
The
Tavistock Partnership Limited
|
|
Direct
|
|
|
Tavistock
Estate Planning Services Limited
|
|
Direct
|
|
|
Tavistock
Chater Allan LLP
|
|
Indirect
|
|
|
King
Financial Planning LLP*
|
|
Direct
|
|
|
Tavistock
Asset Management Limited
|
|
Direct
|
|
|
Tavistock
Group Holdings Limited
|
|
Direct
|
|
|
Tavistock
Services Limited
|
|
Direct
|
|
|
Tavistock
Select LLP
|
|
Indirect
|
|
|
Duchy
Independent Financial Advisers Limited**
|
|
Direct
|
|
|
Cornerstone Asset Holdings Limited**
|
|
Direct
|
Precise
House, 15-21 Market Street, Bangor, Northern Ireland, BT20
4SP
|
|
Tavistock
Protect Limited
|
|
Direct
|
|
|
|
|
|
* The Company owns
50% of King Financial Planning LLP and the other member is entitled
to 50% of the profit share.
**
Dormant subsidiary during the year that is exempt from preparing
individual accounts by virtue of s394A of Companies Act
2006
VIII.
|
TRADE AND OTHER RECEIVABLES
|
Current
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Trade debtors
|
30
|
|
32
|
Prepayments and accrued
income
|
249
|
|
237
|
Deferred consideration
due
|
6,089
|
|
4,055
|
Other debtors
|
225
|
|
3,104
|
Amounts owed by subsidiary
undertakings
|
5,078
|
|
3,447
|
|
11,671
|
|
10,875
|
Non-current
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Deferred consideration
due
|
-
|
|
8,740
|
|
-
|
|
8,740
|
IX.
CASH AND CASH EQUIVALENTS
|
31 March
|
|
31 March
|
|
2024
|
|
2023
|
|
£'000
|
|
£'000
|
Cash at bank and in hand
|
291
|
|
3,038
|
|
291
|
|
3,038
|
X.
|
CREDITORS: amounts falling due within one
year
|
|
|
31 March
|
|
31 March
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
Trade creditors
|
332
|
|
306
|
|
Accruals
|
242
|
|
460
|
|
Other tax and social
security
|
294
|
|
353
|
|
Leases
|
361
|
|
386
|
|
Loans
|
606
|
|
-
|
|
Provisions
|
85
|
|
5,638
|
|
Deferred consideration
owed
|
580
|
|
4,000
|
|
Amounts owed to subsidiary
undertakings
|
11,646
|
|
6,315
|
|
|
14,146
|
|
17,458
|
|
|
|
|
|
|
|
|
| |
XI.
|
CREDITORS: amounts falling due after one
year
|
|
31 March
|
|
31 March
|
|
|
2024
|
|
2023
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Leases
|
406
|
|
885
|
|
Loans
|
2,180
|
|
-
|
|
|
2,586
|
|
885
|
|
XII.
|
SHARE CAPITAL
|
|
|
|
|
|
| |
Details of the Company's share
capital and the movements in the year can be found in Note 17 to
the Consolidated Financial Statements.
EMI Share Option Scheme
Details of the share options
outstanding at 31 March 2024 can be found in Note 18 in the
Consolidated Financial Statements.
XIV.
|
RELATED PARTY TRANSACTIONS
|
£185k
(2023: £225k) was received from LEBC Holdings Limited in which the
Company has a 21% minority interest. No amount was outstanding at
each year end date.
TAVISTOCK INVESTMENTS PLC
ADVISERS
Registrars
|
Share Registrars
Limited
|
|
3 The Millennium Centre
|
|
Crosby Way
|
|
Farnham
|
|
Surrey
GU9 7XX
|
|
|
Nominated Adviser
|
Allenby Capital
|
& Broker
|
5 St Helen's Place
|
|
London
EC3A 6AB
|
|
|
Independent Auditors
|
RPG Crouch Chapman LLP
|
|
40 Gracechurch Street
London
EC3V 0BT
|