REG - Tavistock Investment - Final Results for the Year Ended 31 March 2024
30/09/2024 07:00
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RNS Number : 1234G Tavistock Investments PLC 30 September 2024
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 (http://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 31 Mar 2023 Movement
£'000 £'000
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 % of
Shares 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 40,000,000 70,812,932 40,000,000 70,007,932
Johanna Rager 5,000,000 3,350,000 5,000,000 2,276,000
Non-Executive Directors:
Roderic Rennison - resigned 30 June 2024 - 705,398 - 705,398
Peter Dornan - 250,000 - 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 31(st) March 2023 No. granted during the year No. as at 31(st) 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, Our work included:
of which £20.9m relates to goodwill, £6.1m to client lists, and £2.1m to
internally generated assets. • 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;
In accordance with IAS36 Impairment of Assets, entities are required to • Reviewing management's goodwill impairment review and considering
conduct annual impairment tests for certain intangible assets. 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
Given the subjectivity of estimates involved, we consider the carrying value and the impairment review prepared by management, flexing these accordingly to
of goodwill to be a key audit matter, particularly with the acquisition of review for any indicators of impairment.
Precise Protect - now known as Tavistock Protect and the position of the
clawback provision.
Revenue recognition
Revenue recognition has a presumed risk of fraud under International Auditing Our audit work included:
Standards. The majority of fees are in relation to initial and ongoing
services in terms of revenue recognised. • Performing detailed walkthroughs to verify the operation of
controls in place;
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 • Testing a sample of transactions throughout the year to agree to
financial statements, we consider revenue recognition to be a key audit external supporting documents;
matter.
• 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 Our audit work included:
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 • Reviewing reasonableness of the provisions brought forward;
£3.6m (2023: £6.0m) with respect to such claims.
• Vouching expected claims/workings through to documentation;
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 • Tracing claims completed in the year through to bank statements;
provision.
• Discussions with management about any open cases and claims;
Given the subjective nature of the estimates involved, we consider the
carrying value of legal provisions to be a key audit matter. • 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 Year ended
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 (1,306) (1,568)
Taxation 7 32 173
Loss after taxation and attributable to equity holders of the parent and total (1,274) (1,395)
comprehensive income for the year
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
5,578 1,541 35,856 43,477
31 March 2022 501
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.
3. SEGMENTAL INFORMATION
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
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 26(th) January 2023
Element Purpose and link to strategy Operation
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 Car allowances are paid to individuals via the PAYE system. Insurance cover is
cover, defined pension contribution) is provided as part of a market provided either through membership of Group Schemes or by payment of
competitive remuneration package. subscriptions on behalf of the individuals.
Element Purpose and link to strategy Operation
Performance Bonus To maximise the benefit of the arrangements for the Company, half of the The maximum potential bonus is set by the Remuneration Committee at the start
performance bonus is linked to the reported results of the Group and the other of each year. Individual performance, and thus bonus entitlement, is assessed
half is linked to the achievement of other strategic objectives. and determined by the Committee after the year end date.
Pension Defined contributions are made to individual's nominated pension providers as The Company pays defined pension contributions directly to the nominated
part of a market competitive remuneration package. 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 (326) (298)
of 25% (2023: 19%)
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)
8. LOSS PER SHARE
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 657,721 638,056
year end ('000s)
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.
9. INTANGIBLE ASSETS
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
(https://uk.practicallaw.thomsonreuters.com/3-107-6889?originationContext=document&transitionType=DocumentItem&contextData=(sc.Default)&ppcid=5529b4e8cc5542f7bb359aa77618de12)
into which amounts are transferred following the purchase, and cancellation
of the company's own shares out of distributable profits.
18. SHARE BASED PAYMENTS
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
AS AT 31 MARCH 2024
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 Retained Total
Redemption Earnings 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.
IV. STAFF COSTS
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).
VII. INVESTMENTS
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.
XIII. SHARE OPTIONS
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
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