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REG - Tavistock Investment - Final Results for the Year Ended 31 March 2025

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RNS Number : 7862Z  Tavistock Investments PLC  18 September 2025

z

Tavistock Investments Plc

("Tavistock" or the "Company")

 

Final results for the year ended 31 March 2025

 

18 September 2025

 

Tavistock (AIM:TAVI), the specialist advisory company for retail investors, is
pleased to announce its financial results for the year ended 31 March 2025
(the "2025 Accounts").

 

2025 Financial summary

 

·      Adjusted EBITDA of £1.76 million (31 March 2024: £2.23
million)

o  EBITDA adjusted to remove the distorting effect of one-off gains and
losses arising on acquisitions/disposals as well as other non-cash items

○     Reflects the planned reduction of the Group's Appointed
Representative network

○     Includes the disposal of two of the Group's subsidiaries during
the year which had an adverse impact on Adjusted EBITDA

·      Gross revenues of £32.63 million (31 March 2024: £39.49
million)

·      Operating profit after exceptional costs of £11.07 million (31
March 2024: £0.4 million loss)

·      Cash and cash equivalents at 31 March 2025 of £7.40 million (31
March 2024: £4.12 million)

·      Strategic refocusing exercise with benefits for shareholders

o  Completion of disposal of Group's self-employed network and estate
planning business to Saltus for initial consideration of £22 million, with
the remaining £15.75 million due in two instalments

o  Resultant 29% increase in interim dividend payment of 0.09p in January
2025

o  £5.8 million spent during the period on share buybacks

o  Acquisition of ABP (Alpha Beta Partners) a well-regarded asset management
business with an initial £6.75 million payment and maximum potential
consideration capped at £18 million

o  Binding agreement to acquire 76.6% of Lifetime Financial Management, which
has built scalable technology platforms, making appropriate use of AI, to help
people, regardless of their financial standing, to make more informed
financial decisions.

o  Rebranding in progress with Company name to change to Vertex Money Plc in
due course

 

Brian Raven, Group Chief Executive, said:

 

"This has been a year of strategic transformation for the Company. FCA
research confirms that the financial services sector is failing to cater for
91% of UK adults.  We believe that this must change, and financial services
should work for everyone, not just the privileged few.  I am delighted that
we have persuaded like-minded businesses to join us and acquired technology
platforms, that make appropriate use of AI, to support  qualified
professionals. We look forward to providing many more people with financial
peace of mind.".

 

Posting of Annual Report and Accounts

 

A copy of the 2025 Accounts is available on the Company's website
at: www.tavistockinvestments.com (http://www.tavistockinvestments.com/) and
will be sent to shareholders by month end.

 

ENDS

 

 

For further information:

 

 Tavistock Investments Plc                                                                                                                                                                            Tel: 01753 867000

 Oliver Cooke

 Brian Raven

 Allenby Capital Limited

 (Nominated adviser and broker)                                                                                                                                                                       Tel: 020 3328 5656

 Corporate Finance:

 Nick Naylor, Daniel Dearden-Williams

 Sales and Corporate Broking:

 Tony Quirke

 Flagstaff Communications                                                                                                                                                                             tavistock@flagstaffcomms.com

 (Financial                                                                                                                                                                                           Tel: 0207 (tel:0207)  129 1474
 PR/IR)

 Tim Thompson

 Alison Allfrey

 Anna Probert

 

 

TAVISTOCK INVESTMENTS PLC

 

CHAIRMAN'S STATEMENT

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

I am pleased to report that we have achieved considerable commercial success
and made significant progress in the refocusing of the Group's activities
during the period under review.

 

Commercial Success

 

Continuation of the planned reduction of the Group's Appointed Representative
network and the disposal of two of its subsidiaries during the year (see
below) have inevitably had an adverse impact on the reported levels of gross
revenue and 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 Group's underlying
performance.

 

The Group is reporting consolidated gross revenues of £32.63 million (2024:
£39.49 million) and adjusted EBITDA of £1.76 million (2024: £2.23 million).

 

However, the disposal of the two subsidiaries referred to above, has enabled
the Group to generate a consolidated profit from operations, before
exceptional costs, of £18.09 million.

 

This achievement has afforded the Group an opportunity to prudently accelerate
the depreciation of its historic development projects and by so doing, to
enable it to benefit more fully from their future deployment. The Company has
also taken the opportunity to provide for certain one-off costs associated
with it refocusing exercise and to reduce the carrying value of its investment
in LEBC. Both items are addressed in more detail below.

 

After exceptional costs, the Group is reporting an Operating Profit of £11.07
million (2024: loss of £0.41 million) and the Group's financial performance
during the year under review is summarised below.

 

                                                                   31 Mar 2025  31 Mar 2024

                                                                   £'000        £'000
 Revenues                                                          32,628       39,489
 Adjusted EBITDA                                                   1,761        2,226
 Depreciation & Amortisation                                       (3,941)      (1,548)
                                                                   234          (198)

 Share Based Payments/Buybacks
 Gain on sale                                                      20,032       -
 Profit from Operations- before exceptional items                  18,086       480
 Release & provisions                                              (780)        1,306
 Exceptional costs                                                 (6,233)      (31)
 Titan Provision                                                   -            (2,163)
 Reported Profit/(Loss) from Operations - after exceptional items  11,073       (408)
 Profit/(Loss) per share                                           1.20p        (0.23)p
 Net Assets at year end                                            39,240       40,448
 Cash Resources at year end                                        7,403        4,118

 

 

Disposal of subsidiaries

 

In October 2024, the Company announced an agreement for the disposal of its
network of predominantly self-employed Registered Individuals, together with a
separate estate planning business, to The Saltus Partnership Holdings LLP for
a cash consideration of up to £37.75 million.

 

This consideration was more than twice the Group's AIM market capitalisation
and enabled the Company to realise a substantial profit on its historic
investment in these businesses.

 

The transaction was successfully completed in November 2024, with the initial
consideration of £22 million being received shortly thereafter. The remaining
£15.75 million is payable in two further instalments, with up to £10.5
million being payable 12 months following completion and up to £5.25 million
being payable 24 months following completion, contingent on, and calculated by
reference to, the additional revenues generated within the Saltus Group as a
consequence of the transaction.

Following receipt of the initial consideration, the Board approved the payment
of an interim dividend to shareholders of 0.09p per share. This represented a
29% increase over the previous interim dividend.

 

With shareholders' approval, the Company also undertook a share buyback
programme, acquiring a total of just under 120 million shares for an aggregate
consideration of £5.8 million. These shares have been placed into Treasury
and they may be used, either in whole or in part, to satisfy the future
exercise of share options in order to reduce the dilutive impact on
shareholders.

 

Receipt of the initial consideration also enabled the Company to progress its
acquisition plans.

 

Acquisitions

 

In November 2024, the Company announced an agreement to acquire Alpha Beta
Partners ("ABP"), a well-regarded asset management business with offices in
London and Bath. ABP's strategic focus is meeting the needs of retail
investors that are served by regulated advice businesses and thus is
complimentary to Tavistock's own business positioning.

 

The total consideration to be paid for ABP is directly linked to its financial
performance over the next five years. The initial payment was £6.75 million,
and the maximum potential consideration has been capped at £18 million.

 

The Company also announced recently that it had entered into a binding
agreement to acquire 76.6% of Lifetime Financial Management Intermediaries Ltd
("Lifetime") with an option to acquire the remainder of the business at a
later date. The acquisition is subject to change in control approval by the
FCA.

 

Lifetime is a long-established financial advice business, based in Barnsley,
that empowers people, regardless of their financial standing, to live better,
more confident lives by giving them the ability to make informed financial
decisions. The firm has built scalable technology platforms which make
appropriate use of AI but only in support of qualified professionals. It has
established partnerships with over 60 employers, with more than 700,000
employees, and with an initial 15 advice firms disposing of their lower value
clients. Both acquisitions are key steps in the Group's refocusing exercise,
further details of which can be found below.

 

Tavistock Protect

 

This recently acquired subsidiary has generally performed satisfactorily
during the year, with turnover up 9% to £9.44 million, (2024: £8.69 million)
and EBITDA down 21% to £1.54 million (2024: £1.96 million).  However, the
Board believes that there is room for significant improvement. Investment has
therefore been committed to refining and improving the company's systems,
processes and operation, with the expectation that the benefit of this
exercise will be reflected in the results for the latter part of the year
ending 31 March 2026 and beyond.

 

PII Renewal

 

The Group has once again secured renewal of its professional indemnity
insurance cover with the same insurer and the same scope of cover but with
lower claims excess exposure and a further reduced premium versus prior years.
This is a tribute to the high standard of the Group's operational oversight
and compliance processes and the risk management and compliance team is to be
commended.

 

Group Refocus

 

The Board maintains its focus on optimising the balance between regulatory and
operational risk and commercial reward and has reviewed the operation of the
UK retail financial services industry in this light. The Directors believe
that they have identified a large, significantly underserved market sector in
which their proven ability to develop, or acquire, new methodologies, together
with their positive attitude to the deployment of technology, will enable the
Group to flourish.

 

Background & Rationale

 

The regulatory burden being imposed on advice businesses has increased
significantly over the last 12 years (since Tavistock began); and with it, the
cost of doing business. Simultaneously, downward price pressure has
intensified, so that financial advisory firms are now required to deliver
services that cost more to provide, but to do so at a lower price, all the
while carrying a greater level of advice risk.

 

Advisory firms have already stopped providing services to an average of 11% of
their clients (those categorised as low value clients or LVCs) and have either
considered, or are actively considering, stopping services to a further 14%.
Just over 4.5 million people in the UK received ongoing financial advice in
2024, predominantly from financial advisory firms (3.4 million people), banks
and building societies (0.3 million) and insurance, pension or investment
providers (0.4 million).

 

The FCA's (Financial Conduct Authority) 2024 Financial Lives Survey found that
only 9% of UK consumers received full financial advice. High-quality financial
planning and advice seems to be reserved for only the wealthiest of UK society
and for the reasons given above, this 9% is likely to decline significantly.

 

Many of the "neglected 91%" are without access to the guidance they need to
make informed financial decisions, while the FCA's own survey determined that
59% of adults faced difficulties with financial matters. Tavistock believes
that this must change.

 

Tavistock's mission can be simply stated as "giving everyone the freedom to
live their best life." However, this mission is more than just a statement. It
is an unwavering commitment to reimagining financial services, so they work
for everyone, not just the privileged few.

 

Our Vision

 

The Board's vision is for Tavistock to become the UK's most trusted partner in
financial well-being, - empowering people to live better, more confident lives
by giving them control over their financial future. The regulator's own report
confirms that UK retail financial services are comprehensively failing to
cater for the needs of 91% of UK adults. However well-intentioned it may be,
the FCA's strategy is forcing many advice firms to de-risk by significantly
reducing the number of clients that they are willing to look after.

 

The Board believes that everyone deserves financial peace of mind. Whether 21
or 61, earning a low wage or building a career, everyone's financial
well-being matters. Through the Lifetime acquisition, Tavistock has
established a proven, hybrid model that breaks down the traditional barriers
to both financial advice and wealth creation, through:

 

•      education: providing accessible, jargon-free financial education
via digital tools, webinars, and employer partnerships - designed to empower
people with the knowledge to make better money decisions;

•      coaching: our human-centric model connects individuals with real
people - financial coaches who listen, support, and guide without pressure;

•      planning & advice: for those who need it, we offer
comprehensive regulated support through professional advice, made affordable
and available to anyone - no minimum income threshold and no wealth barriers;

•      investment solutions: low-cost access to pensions and savings
portfolios provided by leading UK companies that share Tavistock's passion and
commitment; and,

•      specialist support for higher net worth customers.

 

The Company will deliver both app-based IFA consultancy and D2C services via
its new "Vertex" brand. Thus, "Vertex Oversight", a regtech solution for
automated risk management and advice oversight; "Vertex Drawdown", a fintech
solution for long-term retirement drawdown; "Vertex Invest", an innovative
approach to providing third-party advice firms with investment management
capability; and "Vertex Direct", a fintech and AI solution for the provision
of financial well-being to everyone, regardless of income or wealth.

 

Client Advice

 

Tavistock will deliver its services at scale, whether through the workplace,
directly to individuals, or in partnership with financial and professional
services providers. Our digital-first platform makes appropriate use of AI but
only in support of qualified professionals. There is human interaction at
every step, ensuring a seamless journey across all touchpoints, for even the
least experienced consumer. We work with trusted introducers, such as
employers, to reassure people about our integrity and commitment.

 

Tavistock is tackling what it considers to be a broken system. Traditional
advice businesses are no longer able to service LVCs due to increasing
regulatory and insurance costs. Many "well-being" providers offer only
budgeting tools or payday loan alternatives. Most fintechs fail to recognise
that human beings, when stressed or anxious, want the personalised human
support essential for making real financial transformation possible - hence
the relative failure of automated robo-advice despite the enormous amounts
invested in it. Most investment firms cater only for the wealthiest.

 

Tavistock aims to fill the gap and make financial services available to
everyone. Our approach is inclusive and built for the way people live today.
We are not just offering services - we're building long-term partnerships for
financial well-being - lifetime financial planning.

 

In the challenging regulatory environment described earlier, building on its
own experience, Tavistock also wants to provide specialist services to help
advice firms operate more effectively.

 

Tavistock is restructuring its entire business to achieve this mission which
has involved persuading like-minded firms to join the Group (ABP and Lifetime)
as well as partnering with leading players across the industry.

 

Company Rebranding

 

In keeping with the Board's commitment to the Company's new mission, it is
their intention that, in due course, the Company name will be changed from
Tavistock Investments Plc to Vertex Money Plc.

 

Other matters

 

Despite the enormous potential for success offered by the Group's new focus,
there are still one or two less positive matters that remain to be managed to
a satisfactory conclusion.

 

Titan litigation

 

The Company continues to be engaged in litigation with Titan. This process is
by its nature both costly and time-consuming and if not settled earlier
through mediation is unlikely to be dealt with by the Courts before 2027.

 

A more detailed summary of the Titan litigation can be found as an appendix to
this Statement set out in the next section of these financial statements.

 

In light of the ongoing litigation, the Directors have concluded that the £6
million deferred consideration, previously shown as receivable from Titan,
should now more appropriately be considered to be a contingent asset and as
such should be written off as an exceptional item.

 

LEBC

 

In 2022, the Company invested £10 million to acquire a 21% stake in LEBC
Holdings Limited. 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.

 

In 2024, LEBC sold its principal trading subsidiary, Aspira, 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. As a result of the transaction, LEBC became a
shell company, and the level of our ultimate recovery will depend upon a
number of variables about which there can be no current certainty.

 

It is the Board's current best estimate that Tavistock is likely to recover
some £7.5 million of its original £10 million investment in LEBC. Based upon
this expectation, we have taken the opportunity to reduce the carrying value
of this investment on the Company's balance sheet from £10 million to £7.5
million, of which the first £2 million was recovered by way of a dividend on
2 September 2025.

 

Staff

 

On a significantly more positive note, it has been gratifying to see how well
the members of the Tavistock team have developed both professionally and
personally over the past year. I would like to take this opportunity to
express my gratitude and to thank them for their individual contributions
which have allowed us collectively to achieve so much.

 

Prospects

 

A commercially successful roll out of the Group's revised service proposition
will inevitably give rise to a range of interesting opportunities. It will
also afford the Company the potential for rapid growth, partnership with
larger industry players and other commercial transactions. I will update you
on all of this in due course.

 

 

 

 

 

 

 

 

Oliver Cooke

Chairman

17 September 2025

 

 

 

 

 

 

TAVISTOCK INVESTMENTS PLC

 

CHAIRMAN'S STATEMENT TITAN LITIGATION APPENDIX

 

FOR THE YEAR ENDED 31 MARCH 2025

 

Background

 

In June 2021, Tavistock announced its entry into a 10-year strategic
partnership with Titan Wealth Services Limited ("Titan"). As a part of the
arrangements Titan acquired Tavistock's range of risk rated UCITS sub-funds,
branded ACUMEN. Prior to the transaction, the performance of the individual
ACUMEN funds, when measured over a rolling three-year period and compared with
that of the appropriate peer groups, predominantly ranked in the second
quartile. In the period immediately following the transaction the performance
of the funds was seen to improve marginally.

 

Titan was also offered the opportunity to acquire Tavistock's Model Portfolio
Service ("MPS") but declined to do so. Consequently, the MPS was ultimately
moved into another Tavistock subsidiary, Tavistock Asset Management Limited
("TAM"). In keeping with the spirit of the long-term partnership, TAM then
entered an Outsourced Management Agreement with Titan under the terms of which
Titan supported the day-to-day operation of TAM's MPS.

 

Less than one year into the partnership, the Board began to uncover multiple
breaches by Titan of the strategic partnership agreement and earnout
arrangements. In the Board's opinion Titan's failure to honour the
undertakings that it gave regarding the management of the acquired business
led to a collapse in the performance of the ACUMEN Funds. In October 2023,
Tavistock gave Titan a six-month period in which to restore the performance of
these funds to an acceptable standard.

 

However, by December 2023, Tavistock was obliged to write to Titan to
terminate the partnership, as it had become apparent to the Board that Titan
held little regard for the commercial relationship that it had established
with Tavistock, and clearly had no regard for the obligations placed upon it
by the agreement which had been drawn up at the outset of the relationship.
Whilst under Titan's management, the ACUMEN Funds became the worst performing
suite of funds in the UK over a 16-month period, as is illustrated by the
previously published fund performance table shown below.

 

 

                     Performance post Titan's breaches of contract (27(th) Aug 2022 - 4(th) Jan
                     2024)
                     Performance vs Benchmark  Quartile Rank         Fund Rank             Percentile Rank
 ACUMEN Portfolio 4  -7.89%                    4(th)                 176/177               100(th)
 ACUMEN Portfolio 5  -8.27%                    4(th)                 177/177               100(th)
 ACUMEN Portfolio 6  -9.72%                    4(th)                 212/215               99(th)
 ACUMEN Portfolio 7  -11.19%                   4(th)                 214/215               100(th)
 ACUMEN Portfolio 8  -13.51%                   4(th)                 157/159               99(th)
 Average             -10.12%                   4(th)                                       100(th)

Source of data: FE Analytics

 

Litigation

 

In the interests of the Company's shareholders, Tavistock gave Titan notice of
its intention to issue legal proceedings seeking damages.

 

In response Titan, on a peremptory basis, issued a claim in the High Court
against the Company. Tavistock refuted this claim in the strongest terms and
issued its own counterclaim.

 

In June 2025 Tavistock made an application to expand the scope of its claim
against Titan to include new causes of action in respect of Titan's MPS for
breach of confidence, alleged misuse of trade secrets and copyright
infringement.  Titan is opposing this and has issued a counter application to
strike out certain parts of Tavistock's existing counterclaim.  A court
hearing has been listed in December 2025 to determine these applications.

 

Commitment to Action

 

Tavistock has offered Titan the opportunity to settle these claims via
mediation. However, to date this offer has been rejected. Unless that approach
changes, Tavistock will follow its actions against Titan through to their
logical conclusion.

 

In order to ring-fence and contain the litigation process as prudently as
possible, the Company has put in place adverse costs insurance cover.

 

 

TAVISTOCK INVESTMENTS PLC

 

STRATEGIC REPORT

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

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.

In assessing the performance of the business, the Board has regard to the
levels of Gross Revenue, Operating Profit and Adjusted EBITDA, each of which
has been addressed in the Chairman's Statement.

Against this background, the Board has maintained a clear focus on the
optimisation of the balance between regulatory and operational risk and
potential commercial reward.

Consistent with this objective the Board has pursued several strategic
initiatives which can be summarised as follows.

Improving the Group's performance, in particular the systems, processes and
operation of the Group's recently acquired protection business, Tavistock
Protect. Significant progress has been made on this front; however, the Board
believes that there remains room for further improvement.

Continuation of the planned reduction of the Group's Appointed Representative
("AR") network. AR networks offer the least attractive balance between
regulatory risk and commercial reward. So, the Board has been actively
encouraging member firms to leave the network and has retained only those
firms in which the Group either has, or would like to have, an equity
interest. At the year-end the Group had just four member firms remaining
within its network.

The disposal of the Group's network of predominantly self-employed Registered
Individuals to Saltus for a cash consideration of up to £37.75 million. This
transaction enabled the Group to realise a substantial profit on its historic
investment and consequently to pay an interim dividend to the Company's
shareholders and to undertake a series of share buybacks.

The acquisition of Alpha Beta Partners, a well-regarded asset management
company with a strategic focus on retail investors served by regulated advice
businesses which is complimentary to Tavistock's own business positioning.

The acquisition of Lifetime, a long-established financial advice business that
empowers people by giving them the ability to make informed financial
decisions; and a fundamental refocusing of the Group's proposition.

The Directors have reviewed the operation of the UK retail financial services
industry and believe that they have identified a large, significantly
underserved market sector in which their proven ability to develop, or
acquire, new methodologies, together with their positive attitude to the
deployment of technology, will enable the Group to flourish.

The FCA's 2024 Financial Lives Survey found that only 9% of UK consumers
received full financial advice. By inference, the UK retail financial services
sector is failing to cater for the needs of 91% of UK adults. Many of the
"neglected 91%" are without access to the guidance they need to make informed
financial decisions, while the FCA's own survey determined that 59% of adults
faced difficulties with financial matters

The Board's vision is for Tavistock to become the UK's most trusted partner in
financial well-being, empowering people to live better, more confident lives
by giving them control over their financial future, regardless of how much
they might have to invest.

Through the Lifetime acquisition, Tavistock has established a proven, hybrid
model that breaks down the traditional barriers to both financial advice and
wealth creation. The Directors believe that the new hybrid service
propositions comprehensively address the needs of the "neglected 91%" and
intend for them to be promoted under the "Vertex" brand.

Further details on each of these initiatives can be found in the Chairman's
Statement.

Other matters of Significance

 

Titan

 

The Company continues to be engaged in litigation with Titan. This process is
by its nature both costly and time-consuming and if not settled earlier
through mediation is unlikely to be dealt with by the Courts before 2027.

 

A more detailed summary of the Titan litigation can be found as an appendix to
the Chairman's Statement set out on pages 7-8 of these financial statements.

 

LEBC

 

In 2022, the Company invested £10 million to acquire a 21% stake in LEBC
Holdings Limited. In 2024, LEBC sold its principal trading subsidiary, Aspira,
to Titan for a cash consideration of up to £45 million, payable in several
instalments. As a result of the transaction, LEBC became a shell company, and
the level of Tavistock's ultimate recovery will depend upon several variables
about which there can be no current certainty.

 

It is the Board's current best estimate that Tavistock is likely to recover
some £7.5 million of its original £10 million investment in LEBC. Based upon
this expectation, it has taken the opportunity to reduce the carrying value of
this investment on the Company's balance sheet from £10 million to £7.5
million, the first £2 million of which was received by way of a dividend on 2
September 2025.

 

External Recognition

 

The Group has once again secured renewal of its professional indemnity
insurance cover with the same insurer and the same scope of cover but with
lower claims excess exposure and a further reduced premium versus prior years.
This is a tribute to the high standard of the Group's operational oversight
and compliance processes and the risk management and compliance team is to be
commended.

 

Regulatory Regime

 

The Board is mindful of the fact that the Company faces the usual risks
associated with operating in a highly regulated environment.

 

Current Objectives

 

In the current year the Board's objectives are to extract better performance
from Tavistock Protect, to complete the integration of Lifetime into the Group
and to pursue the refocusing of the Group, as has been referred to in greater
detail in the Chairman's Statement.

 

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 12 to 18.

 

Prospects

 

A commercially successful roll out of the Group's revised service proposition
will inevitably give rise to a range of interesting opportunities. It will
also afford the Company the potential for rapid growth, partnership with
larger industry players and other commercial transactions.

 

The Board considers the Company's prospects to be excellent.

 

Approved by the Board of Directors and signed on its behalf by

 

 

 

 

 

Johanna Rager

Group Finance and Operations Director

17 September 2025

 

 

 

TAVISTOCK INVESTMENTS PLC

 

CORPORATE GOVERNANCE REPORT

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

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 purpose, 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 Directors have reviewed the operation of the UK retail
financial services industry and believe that they have identified a large,
significantly underserved, market sector in which the Company's proven ability
to develop, or acquire, new methodologies, together with its positive attitude
to the deployment of technology, will enable the Group to flourish. Further
details can be found in the Chairman's Statement.

 

•      The Board is focused on the continuous improvement of the
efficiency and profitability of the Group's operations. In particular,
significant progress has been made automating systems as well as financial and
operational processes for the recently acquired Protection business, Tavistock
Protect.

 

•      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. Shares purchased in
this manner will be moved into Treasury and may be used to satisfy the future
exercise of share options without causing dilution to shareholders.

 

•      The increase in the commercial value of the business will lead
to a long-term improvement in shareholder value.

 

•      Key risks have been addressed in the Strategic Report on pages 9
to 11.

 

Principle 2:

 

Promote a corporate culture that is based on ethical values and behaviours

 

•      The Company's ethos is, to always act 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 believes that everyone, whether they are earning a low
wage or building a career, deserves financial peace of mind. To this end, the
Company's vision is to become the UK's most trusted partner in financial
well-being, empowering people to live better, more confident lives by giving
them control over their financial future.

•      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 3:

 

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 understood and 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 4:

 

Take into account wider stakeholder interests, including social and
environmental 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. Maternity pay arrangements have been enhanced 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 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 several 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 hybrid 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 several 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 5:

 

Embed effective risk management, internal controls and assurance activities,
considering both opportunities and threats, throughout the organisation.

 

•      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. The scorecards also highlight
potential training requirements in particular product areas, which can be
swiftly and effectively remediated.

 

•      Via the scorecards business leaders are able to risk manage the
levels of pre-sale and post-sale file checking by reference both to each
adviser and each 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 has a dedicated Risk Management function, whose task
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.

 

•      The effectiveness of the Company's structures and processes have
been recognised by the professional indemnity insurance sector. As a result,
the Company has once again been able to secure the same level of cover from
the same provider but with lower claims excess exposure and lower premiums
than in previous years.

 

•      Commercial risks and opportunities are considered by the Board
and by the Group's other operational boards, which are comprised of the
Executive Directors and the heads of all major Group functions. The Board and
the operating boards meet formally monthly and quarterly respectively.

 

Principle 6:

 

 Establish and 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 16 and 17 of the Report and
Accounts. The number of meetings held and Directors' attendance are also
detailed.

 

•      The Board is led by a Non-Executive Chairman who is independent
of the day to day running of the business.

 

•      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
both 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 many sales,
operational and leadership roles at board level within public companies. The
Group Finance & Operations Director has held senior positions within
several 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 five days per
month and the 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 7:

Maintain appropriate governance structures and ensure that individually and
collectively 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
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.

 

•      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 avoidance of conflicts of interest, through the delegation
of responsibility for certain areas to specialist committees, such as audit
and remuneration, strengthens 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 third
year auditing the Company and its subsidiaries.

 

Principle 8:

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 9:

 

Establish a remuneration policy which is supportive of long-term value
creation and the company's purpose, strategy and culture.

 

The Company has formally adopted the new MIFIDPRU Remuneration Code Policy
Statement (SYSC19G). Note 6 to the Accounts gives details of the purpose and
operation of each of the various elements of Directors' remuneration.

 

Decisions regarding Executive Director's remuneration, including the payment
of bonuses, are taken by the Company's Remuneration Committee. In May 2025,
the Committee approved the payment of the full bonus entitlements for each of
the Executive Directors for the year ended 31 March 2025 as those were
considered appropriate in light of the Company's overall performance during
that year.

 

Future bonus entitlement will continue to be linked to the Remuneration
Committee's assessment of the Company's performance in the financial year in
question. A breakdown of the Directors current remuneration can be found in
Note 6 to the Financial Statements.

 

The Committee has agreed to increase Brian Raven's remuneration package by
2.6% and Johanna Rager's by 3.7%, however these increases will not take effect
until the 1st of July 2026.  No share options vested or were exercised by
Directors during the year under review.

 

Principle 10:

 

Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders

 

•      The Board welcomes constructive engagement with shareholders and
with other 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 each month
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 every year, in practice this is done by rotation every
second year.

Peter Dornan has a strong compliance background and is considered 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 12 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 one Non-Executive Director, Peter
Dornan and one Executive Director, Johanna Rager, and is chaired by Peter
Dornan.

 

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 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 meetings 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 2025

 

 

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 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 15 September 2025:

 

           Shareholder    Number of       % of      Ordinary                    % of Voting

Shares

                          Shares
                                              Shares *

 

           Brian Raven    75,231,932     13.42%                                                              17.06%
           Andrew Staley  55,950,204     9.98%                                                                                         12.69%
           Oliver Cooke   22,000,000     3.93%                                                                                        4.99%
           Hugh Simon     20,000,000     3.57%                                                                                        4.54%
           Treasury       119,498,780    21.32%
 * Shares held by the Company in Treasury are not entitled to vote or to
 receive dividends.

 

Directors

Details of the Directors of the Company who served during the period are as
follows:

 

Oliver Cooke

Non-Executive Chairman, aged 70

 

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 69

 

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 56

 

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 process
excellence.

 

Roderic Rennison

Non-Executive Director, aged 70 - 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 69

 

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 several 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 several businesses within the financial services sector with a
particular emphasis on governance, risk management and financial controls.

 

In June 2024, the Company's Remuneration Committee formally adopted the
Company's MIFIDPRU Remuneration Code Policy Statement (SYSC19G).

 

Consistent with the Policy Statement, it was determined that:

 

1      the Committee would retain direct oversight of the remuneration
and incentivisation of the Group's material risk taker's ("MRTs") comprising
the Group's Executive Directors together with the members of the Executive
Board and ,

2      a sub-committee would be established to oversee the remuneration
and incentivisation of the members of the wider Group (the "Group RemCo")

 

In this manner the pay and employment conditions of senior management and of
other Group employees are considered independently.

 

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. Consequently, 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 £11,479 in charitable donations in the year (2024: £9,782).

 

Dividends

 

In January 2025, the Company paid an interim dividend of 0.09p per share. This
was an increase of 29% over the previous interim dividend paid in December
2023 and followed the Company's receipt of the initial consideration from the
disposal of its network of predominantly self-employed Registered Individuals
to The Saltus Partnership Holdings LLP.

 

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 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 2025
represented 10 days' purchases (2024: 21 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 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
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 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 2025                                                     31 March 2024
                                                           Share options                     Shares                          Share options               Shares
 Executive Directors:
 Brian Raven                                               40,000,000                        72,781,932 3,919,000            40,000,000                    70,812,932

 Johanna Rager                                             5,000,000                                                         5,000,000                   3,350,000

 Non-Executive Directors:

 Roderic Rennison - resigned 30 June 2024                  -                                 705,398                         -                           705,398

 Peter Dornan                                              -                                 250,000                         -                           250,000
 Oliver Cooke                                              20,000,000                        22,000,000                      30,000,000                  30,600,000
 Executive Directors     Date of Grant   Weighted Average Exercise Price     No. as at 31(st) March 2024     No. granted during the year     No. as at 31(st) March 2025
 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                      -                               20,000,000

 

 

Following his assumption of a new part-time role as the Company's
Non-Executive Chairman, Oliver Cooke reduced his shareholding and share
options by 8,600,000 and 10,000,000 respectively.

 

Directors' statements as to disclosure of information to auditors

 

The Directors have taken all 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

 

 

 

 

 

 

Johanna Rager

Group Finance and Operations Director

17 September 2025

 

 

 

TAVISTOCK INVESTMENTS PLC

 

AUDIT COMMITTEE REPORT

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

On behalf of the Board, I am pleased to present the Audit Committee report for
the financial year ended 31 March 2025.

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 2025, no major areas of concern
were highlighted.

Risk Management and Internal Control

As referred to under Principle 5 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

 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

17 September 2025

 

 

 

TAVISTOCK INVESTMENTS PLC

REMUNERATION COMMITTEE REPORT

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

Compliance

Described below are the principles that the Group has applied in relation to
Directors' remuneration.

The Remuneration Committee

For reasons of independence the majority of the 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 as the Chairman
of the Remuneration Committee and as a member of the Audit Committee to pursue
other business interests. Peter Dornan took over as Chairman of the
Remuneration Committee.

On 30(th) January 2025, the Chairman advised the Committee of the Company's
intention to establish an Employee Benefit Trust ("EBT") and to subsequently
transfer into said EBT a proportion of the shares currently held by the
Company in Treasury. This initiative would in future enable the Company to
issue shares held within the EBT in satisfaction of current, or future, share
option entitlements without causing unnecessary dilution to shareholders.

 

The EBT would be administered by an independent firm of professional trustees.
However, as it would fall to the Committee to recommend any such future share
issues, it is of particular importance that the Committee be seen to maintain
its independence from the operation of the EBT.

 

It was noted that Oliver Cooke currently holds an option over a large number
of the Company's shares and that he has been deemed to be acting in concert
with Brian Raven, who also holds an option over a large number of the
Company's shares.

 

The Committee concluded that this situation could be seen to create a
potential conflict of interest and thus to compromise its independence.

 

Following discussion and due consideration, Oliver Cooke agreed to step down
from the Committee with immediate effect and it was also agreed that Johanna
Rager should be invited to join the Committee in his place.

 

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
all 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 2025, terminable thereafter on twelve months' notice.
 Johanna Rager    Start Date: 11 January 2023       To 31 December 2025, 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 2025 can be
found in the Directors Report.

 

Approved by the Committee and signed on its behalf by

 

 

Peter Dornan

Committee Chairman

17 September 2025

 

 

 

TAVISTOCK INVESTMENTS PLC

 

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

Opinion

We have audited the financial statements of Tavistock Investments Plc (the
'Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025
which comprise the Consolidated statement of comprehensive income, the
Consolidated statement of financial position, the Consolidated statement of
changes in equity, the Consolidated statement of cash flows, the Company
statement of financial position, the Company statement of changes in equity
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 2025 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 2027;

·      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 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 £20.6m (2024: £29.1m) of intangible assets,      Our work included:
 of which £18.4m relates to goodwill, £1.9m to client lists, and £0.2m to

 internally generated assets.                                                     •     Reviewing the initial goodwill calculation, agreeing consideration

                                                                                paid to the purchase agreement and the net assets acquired to the company
 In accordance with IAS36 Impairment of Assets, entities are required to          balance sheet at the date of acquisition;
 conduct annual impairment tests for certain intangible assets.

                                                                                •     Reviewing management's goodwill impairment review and considering
 Given the subjectivity of estimates involved, we consider the carrying value     this for reasonableness, including challenging key assumptions in the model
 of goodwill to be a key audit matter, particularly with the acquisition of the   and using sensitivity analysis where relevant; and
 Alpha Beta Group (ABG) entities and disposals to Saltus.

                                                                                  •     Reviewing the individual books of business across the companies
                                                                                  and the impairment review prepared by management, flexing these accordingly to
                                                                                  review for any indicators of impairment.
 Revenue recognition
 Revenue recognition has a presumed risk of fraud under International Auditing    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 the ABG entities 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. Revenue in Tavistock Protect also requires provision      •     Reviewing reasonableness of the provisions brought forward;
 for future clawbacks. At the year-end, the Group recognised provisions of

 £2.6m (2024: £3.6m) with respect to such claims and clawbacks.                   •     Vouching expected claims/workings through to documentation;

 Under IAS 37, provisions must be recognised when it is probable that an          •     Assessing the accuracy of the clawback provision through tests of
 outflow of cash or other economic resource will be required to settle the        detail and post year end reviews on actuals
 provision.

                                                                                •     Tracing claims completed in the year through to bank statements;
 Given the subjective nature of the estimates involved, we consider the

 carrying value of legal provisions to be a key audit matter.                     •     Discussions with management about any open cases and claims;

                                                                                  •     Reviewing and considering the adequacy of the disclosure within
                                                                                  the financial statements.
 Acquisitions and disposals
 During the year, the Group disposed of two of its trading subsidiaries and the   Our audit work included:
 assets and trade of a third entity, resulting in a gain of £20.0m. The Group

 also acquired three companies during the year, resulting in £7.4m of goodwill    •     Reviewing the acquisition accounting journals and the associated
 on acquisition.                                                                  consolidation journals for goodwill;

 There is a risk that acquisitions and disposals are not appropriately            •     Reperforming any estimates and stress testing assumptions;
 accounted for in line with IFRS3 and IFRS 10.

                                                                                •     Performing detailed recalculations of price paid/consideration
 Given the level of complexity involved in the calculations, we consider the      received based on share purchase agreements
 recognition of acquisitions and disposals to be a key audit matter.

                                                                                  •     Reviewing accounting treatments of acquisitions and disposals
                                                                                  against IFRS 10 and IFRS 3 to ensure compliance with the accounting standards
                                                                                  for business combinations in the year.

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 £0.6m. For each
component, the materiality was set at a lower level. The Company materiality
was set at £0.4m, based on 1.75% of gross assets, capped at 75% of group
materiality as that is deemed and 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.

Those charged with governance are responsible for overseeing the Group's
financial reporting process.

 

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

17 September 2025

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 2025

 

 

                                                                                                Year ended      Year ended
                                                                                                31 March        31 March
                                                                                                2025            2024
                                                                                Note            £'000           £'000

 Revenue                                                                        3               32,628          39,489

 Cost of sales                                                                  3               (19,882)          (25,000)

 Gross profit                                                                                   12,746          14,489

 Administrative expenses                                                        3               (21,705)          (14,897)
 Gain on Sale                                                                                   20,032          -

 Profit/(Loss) from Total Operations                                            4               11,073               (408)

 MEMORANDUM ONLY- Adjusted EBITDA                                                               1,761           2,226
 Depreciation & Amortisation                                                    9 & 10          (3,941)         (1,548)
 Share Based Payments                                                                           447             (198)
 Share Based Buybacks                                                                           (213)           -
 Regulatory provisions                                                          14              (780)           (857)
 Exceptional costs                                                                              (6,233)         (31)
 Gain on Sale                                                                                   20,032          -
 Profit/(Loss) from Operations                                                                  11,073          (408)

 Finance income                                                                                 (339)           234
 LLP members remuneration charged as an expense                                                 (1,356)         (1,241)
 Impairment of investment is associate                                                          (2,679)         -
 Share of profit in associate                                                                   -               109

 Profit/(Loss) before taxation                                                                  6,699           (1,306)

 
 

 Taxation (charge)/credit                                                       7               (1)             32

 Profit/(Loss) after taxation and attributable to equity holders of the parent                  6,698           (1,274)
 and total comprehensive income for the year

 Profit/(Loss) per share
 Basic                                                                          8               1.20p           (0.23)p

 Diluted                                                                        8               1.06p           (0.23)p

 

No other comprehensive income during the year (2024 - £Nil)

 

 

The notes on pages 37 - 56 form part of the Group financial statements.

 

 

TAVISTOCK INVESTMENTS PLC
 
Company number: 05066489

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2025

 

 

                                                            31 March 2025          31 March 2024
                                                  Note      £'000    £'000         £'000                                  £'000
 ASSETS

 Non-current assets
 Intangible assets                                9                  20,599                                               29,141
 Tangible fixed assets                            10                 754                                                  1,514
 Investment in associates                         11                 7,500                                                10,179
 Total non-current assets                                            28,853                                                 40,834

 Current assets
 Trade and other receivables                      12        17,984                   10,251
 Cash and cash equivalents                                  7,403                  4,118
 Total current assets                                                25,387                                                    14,369

 Total assets                                                        54,240                                               55,203

 LIABILITIES

 Current liabilities                              13        (7,396)                (7,520)

 Non-current liabilities
 Loan & Lease Liability                           13        (4,352)                (2,829)
 Payments due regarding purchase of client lists  13        (686)                  (779)
 Provisions                                       14        (2,565)                (3,571)
 Deferred taxation                                15        (1)                    (56)

 Total liabilities                                                   (15,000)                                             (14,755)

 Total net assets                                                    39,240                                               40,448

 Capital and Reserves
 Share Capital                                    17                 5,602                                                5,602
 Treasury Shares                                                     (5,798)                                              -
 Share Premium                                    17                 1,828                                                1,828
 Capital Redemption Reserve                       17                 534                                                  534
 Retained Earnings                                                   37,074                                               32,484

 Total equity                                                        39,240                                               40,448

 

 

The financial statements were approved by the Board and authorised for issue
on 17 September 2025.

 

 

Johanna Rager

Group Finance & Operations Director

 

 

 

The notes on pages 37 - 56 form part of the Group financial statements.

 

 

TAVISTOCK INVESTMENTS PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

 Share Capital      Treasury Shares      Share Premium      Capital Redemption Reserve      Retained Earnings      Total Equity
                          £'000              £'000                £'000              £'000                           £'000                  £'000

                                                  5,567              -                    1,614              534                             34,056                 41,771

 31 March 2023

 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

 Profit after tax and total comprehensive income  -                  -                    -                  -                               6,932                  6,932
 Treasury Shares allocation                       -                  (5,798)              -                  -                               -                      (5,798)
 Equity settled share-based payments              -                  -                    -                  -                               (234)                  (234)

 Increase in interest of a controlled subsidiary  -                  -                    -                  -                                                      (550)

                                                                       (550)
 Tavistock Protect  adjustment                    -                  -                    -                  -                               (529)                  (529)
 Disposal/Closure of subsidiary                   -                  -                    -                  -                               (624)                  (624)
 Dividend payment                                 -                  -                    -                  -                               (405)                  (405)

 31 March 2025                                     5,602             (5,798)              1,828              534                             37,074                 39,240

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 37 - 56 form part of the Group financial statements.

 

TAVISTOCK INVESTMENTS PLC

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

FOR THE YEAR ENDED 31 MARCH 2025

 

                                                                                                        Year ended         Year ended
                                                                                                        31 March 2025      31 March 2024
  Cash flow from operating activities                                                                   £'000s             £'000s

 Profit/(Loss) before taxation                                                                          6,699               (1,306)

 Adjustments for:
 Share based payments                                                                                   (234)              198
 Depreciation of tangible fixed assets                                                                  605                730
 Amortisation of intangible assets                                                                      3,336              818
 Regulatory provisions                                                                                  780                 857
 Exceptional costs                                                                                      6,233              31
 Finance income                                                                                         339                (234)
 Goodwill impairment                                                                                    5,493
 Minority Interest                                                                                      -                  (109)
 Cash received on sale of subsidiary entities                                                           (21,360)           -

 Cash flows from operating activities before changes in working capital                                 1,891              985

 (Decrease)/increase in trade and other receivables                                                     (13,883)            5,159
 Increase/(Decrease) in trade and other creditors                                                       6,257              (8,776)

 Cash used in Operations                                                                                (5,735)                      (2,631)

 Investing activities
 Intangible assets- client lists and internally developed assets                                        (3,224)             (476)
 Purchase of tangible fixed assets                                                                      (53)               (317)
 Purchase of associate                                                                                  -                  (4,000)
 Deferred consideration payments                                                                        (705)              (1,432)
 Minority Interest write down                                                                           (2,679)            -
 Acquisition of subsidiary                                                                              (7,004)            (3,627)
 Amount owed on acquisition of subsidiary                                                               (740)              (580)
 Cash received on acquisition of subsidiary                                                             621                416
 Cash received on sale of subsidiary entities                                                           21,360             4,543

 Net cashflow used from investing activities                                                            7,576                      (5,473)

 Financing activities
 Finance cost                                                                                           (339)              234
 New leases                                                                                             30                 257
 Lease repayments                                                                                       (588)              (530)
 Loan repayments                                                                                        (742)              (583)
 New Loans                                                                                              3,275              3,254
 Issue of Share Capital                                                                                 -                  250
 Share based Buybacks                                                                                   213                -
 Dividend payment                                                                                       (405)               (392)
 Net cashflow from financing activities                                                                 1,444               2,489

 Net change in cash and cash equivalents                                                                3,285              (5,615)

 Cash and cash equivalents at start of the year                                                         4,118              9,733

 Cash and cash equivalents at end of the year                                                           7,403              4,118

The notes on pages 37 - 56 form part of the Group financial statements.

 

 

                                                                Year ended                       Year ended

                                                                31 March 2025                    31 March 2024
                                                                £'000                            £'000
 Net increase/(decrease) in cash and cash equivalents           3,285                            (5,615)
 New loans liability                                            (3,275)                          (3,254)
 New lease liability                                            (30)                              (257)
 Lease repayment                                                588                              530
 Loan repayment                                                 742                              583

 Movement in net debt in the year                               1,310                            (8,012)
 Net debt at 1 April 2024                                       253                              8,265

 Net debt at 31 March 2025                                      1,563                            253

 The net debt comprises:
                                                                Year ended                       Year ended
                                                                31 March 2025                    31 March 2024
                                                                £'000                            £'000
 Cash                                                           7,403                            4,118
 Current loans                                                  (1,136)                          (503)
 Current leases                                                 (352)                            (533)
 Non-current loans                                              (4,183)                          (2,180)
 Non-current leases                                             (169)                            (650)
 Net debt at 31 March 2025                                      1,563                            253

 

 

 

 Reconciliation of net debt:
                                  2024                     Cashflows                    New                                          2025
 Lease liabilities                1,079                    (588)                        30                                           521
 Loan liabilities                 2,787                    (743)                        3,275                                        5,319
 Long term debt                   3,866                    (1,331)                      3,305                                        5,840

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 37 - 56 form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

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.

 

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.

 

 

1.            ACCOUNTING POLICIES (continued)

 

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.

 

 

 2.  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

 

 

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      2025          Group (Plc)      Investment Management      Advisory Business      2024

                   £'000                                  £'000                             £'000                  £'000         £'000            £'000                      £'000                  £'000
 Revenue           85                                     1,465                             31,078                 32,628        115              731                        38,643                 39,489

 Cost of sales     (647)                                  (740)                             (18,495)               (19,882)      (592)                                       (24,032)               (25,000)

                                                                                                                                                  (376)

 Gross profit                        (562)                                    725           12,583                 12,746        (477)            356                        14,611                 14,489

 Attributed Expenses                 (4,874)                                  (601)         (9,375)                (14,850)      (4,457)          (414)                      (8,941)                (13,812)

 Other Administrative expenses
 Share based payments/buybacks                                                                                     234                                                                              (198)
 Regulatory provisions                                                                                             (780)                                                                            (857)
 Gain on sale of subsidiary                                                                                        20,032                                                                           -
 Exceptional costs                                                                                                 (6,309)                                                                          (31)
 Profit/(Loss) from operations                                                                                     11,073                                                                           (408)

 

 

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.  PROFIT/LOSS FROM OPERATIONS
                                                                                              2025                                     2024
                                                                                              £'000                                    £'000
           This is arrived at after charging:
           Staff costs (see Note 6)                                                                      8,791                              9,513
           Depreciation on tangible fixed assets                                                         605                                772
           Amortisation of intangible fixed assets                                                       3,336                              828
           Regulatory provisions                                                                         780                                857
           Exceptional costs                                                                             6,233                              31

           Auditor's remuneration in respect of the Company                                              10                                 9
           Audit of the Group and subsidiary undertakings                                                95                                 87
           Auditor's remuneration- non-audit services- Interim                                           10                                 9
                                                                                              115                                         105

5.    BUSINESS COMBINATIONS

5.    BUSINESS COMBINATIONS

 

 

In December 2024 the Group increased its interest in King Financial Planning
LLP, from 50% to 75% ownership. In accordance with IFRS 10, the value of
£550k, has been recognised directly to retained earnings as an equity
transaction with the parent. This has had no impact on its continued control
of King Financial Planning LLP.

 

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. During the year there was a remeasurement of the contingent
element of the deferred consideration and an additional amount of £740k was
recognised in relation to year 2. A final estimate of the contingent deferred
consideration for FY 26 of £686k  has also been recognised. The total
value  of deferred contingent consideration recognised in the year  was
£1.426 million.

 

In February 2025 Tavistock completed the acquisition of Alpha Beta Partners
Limited together with its wholly owned subsidiaries AB Investment Solutions
Limited and Alpha Beta Private Wealth Ltd. Together they are a well-regarded
asset management business with offices in London and Bath. ABP's strategic
focus is meeting the needs of retail investors that are served by regulated
advice businesses. They are multi-asset Discretionary Fund Managers and work
exclusively with professional advisers.

 

The details of the business combination are as follows:

 

 Fair Value of Consideration Transferred (£'000)
 Amount settled in cash       6,757
 Transactional costs          247
 Total                        7,004

 Recognised Amounts of Identifiable Net Assets (£'000)
 Tangible assets              18
 Investments                  -
 Total Non-Current Assets     18

 Trade and other receivables  1,478
 Cash and cash equivalents    619
 Total Current Assets         2,097

 Trade and other payables     (1,041)
 Total Current Liabilities    (1,041)

 Identifiable Net Assets      1,074
 Goodwill on Acquisition      5,930

 

Consideration Transferred

 

The initial consideration paid was equivalent to £7 million. Of this sum,
£6.75 million was settled in cash, and the £0.248 million reported as
transaction costs.

 

Goodwill

 

The value of Goodwill acquired was £5.93 million.

 

Alpha Beta Partners Ltd's contribution to the Group results

 

Since the acquisition date, the combined revenue generated by the three
entities was £595,981 and loss after tax of £104,272. Closing balance sheet
position of Share capital £1,153,910, share premium £2,531,354, net assets
£1,441,470 and retained earnings of £2,055,448.

 

 6.      STAFF COSTS

                                                           2025                                             2024
                                                            £'000                                            £'000
 Staff costs for all employees, including Directors and key management consist
 of:
 Wages, fees and salaries                                                                                              7,792                                            7,900
 Social security costs                                                                                                 836                                              989
 Pensions                                                                                                              397                                              426
                                                            9,025                                            9,315
 Share based payment charge                                                                                            (234)                                            198
                                                            8,791                                            9,513

                                                            2025                                             2024
 The average number of employees of the Group during the year was as follows:                        Number                                                             Number
 Directors and key management                                                                                          13                                               10
 Operations and administration                                                                                         148                                              183
                                                            161                                              193

 

 

 

 

The remuneration of the highest paid director was £582,880 (2024: £502,583).
The total remuneration of key management personnel was £1,852,117 (2024:
£2,198,631). Included in this figure are pension costs amounting to £163,916
(2024: £242,535).

 

Outstanding pension commitments included in the balance sheet amounted to
£30,798 (2024: £49,538).

 

All pension contributions represent payments into defined contribution
schemes.

 

 

Directors' Detailed Emoluments

 

Details of individual Directors' emoluments for the 2025 are as follows:

              Salary & fees          Benefits in kind & allowances          Performance bonus      Pension contributions      Total

              £                      £                                      £                      £                          2025
 B Raven      360,500                43,305                                 125,000                54,075                     582,880
 O Cooke*     187,500                31,945                                 20,000                 24,750                     264,195
 J Rager      215,000                16,976                                 35,000                 21,500                     288,476
 P Dornan*    30,000                 -                                      -                      -                          30,000
 R Rennison*  20,000                 -                                      -                      -                          20,000
              813,000                92,226                                 180,000                100,325                    1,185,551

 

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
              753,733                88,844                                 90,000                 94,434                     1,027,013

 

* Denotes non-executive Director at 31 March.

 

As referred to in the Corporate Governance Report, the terms of employment of
the Group's main risk takers, being the Executive Directors and members of
other operating boards, are considered independently from those of other Group
employees.

 

 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, consideration is  The maximum potential bonus is set by the Remuneration Committee at the start
                    given to the reported results of the Group and the achievement of other        of each year. Individual performance, and thus bonus entitlement, is assessed
                    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

 

                                                    2025                                        2024
                                                    £'000                                       £'000
 Corporation tax charge for current year            58                                          -
 Deferred tax credit                                -                                           (17)
 Deferred tax credit in respect of previous period  (57)                                        (15)
 Tax charge/(credit) for the year                   1                                           (32)

 

  The tax assessed for the year differs from the standard rate of corporation
tax in the UK applied to profit before tax.

 

   The closing deferred tax balance at 31 March 2025 has been calculated at
25% (2024: 25%) being the substantively enacted tax rate at the balance sheet
date.

                                                                               2025                                             2024
                                                                               £'000                                            £'000
 Total Profit/(Loss) on ordinary activities before tax                         6,699                                            (1,306)

 Profit/(Loss) on ordinary activities at the standard rate of corporation tax  1,675                                            (326)
 in the UK of 25% (2024: 25%)

 Effects of:
 Expenses not deductible for tax purposes                                      1,878                                            65
 Other timing differences                                                      68                                               697
 Differences between capital allowances and depreciation                       40                                               52
 Adjustments to prior periods deferred tax                                     (45)                                             (3,513)
 Non-taxable income                                                            (4,582)                                            -
 Deferred tax not recognised                                                   967                                              3,718
 Tax charge/(credit) for the year                                              1                                                (32)

 

 

 8.                          EARNINGS PER SHARE
                                                                                        2025                                    2024
 Earnings/(Loss) per share has been calculated using the following:
 Earnings/(Loss) (£'000)                                                                6,698                                   (1,274)
 Weighted average number of shares ('000s)                                              560,429                                     560,321
 Profit/(Loss) per ordinary share                                                       1.20p                                   (0.23)p
 Weighted average number of shares and share options that were exercisable at                  634,090                             657,721
 year end ('000s)

 Diluted Profit/(Loss) per ordinary share                                               1.06p                                   (0.23)p

 

Basic earnings per ordinary share have been calculated using the weighted
average number of shares in issue during the relevant financial periods.

 

The share options have been included in the calculation of diluted profit per
share as they are now dilutive.

 

 9.   INTANGIBLE ASSETS

 

                           Client Lists                        Goodwill Arising on Consolidation                        Internally Developed Assets                       Total
                           £'000                               £'000                                                    £'000                                             £'000
 Cost
 Balance at 1 April 2023              13,009                               12,835                                       3,396                                                  29,240
 Additions                           2,022                     8,321                                                                    209                                      10,552
 Disposals                 (143)                                           -                                                               -                                  (143)
 Balance at 31 March 2024          14,888                                 21,156                                                     3,605                                     39,649

 Additions                 2,490                               7,356                                                    734                                               10,580
 Impairment                -                                                   (4,115)                                                        -                                                (4,115)
 Disposal                  (14,611)                            (5,718)                                                  (3,503)                                           (23,832)
 Balance at 31 March 2025  2,767                               18,679                                                   836                                               22,282

 Accumulated amortisation
 Balance at 1 April 2023              8,144                                    235                                                   1,301                                       9,680
 Amortisation                           661                                          -                                                    167                                        828
 Balance at 31 March 2024             8,805                                    235                                                   1,468                                10,508

 Amortisation              689                                 -                                                        2,647                                             3,336
 Disposal                  (8,667)                             -                                                        (3,494)                                           (12,161)
 Balance at 31 March 2025  827                                 235                                                      621                                               1,683

 Net Book Value
 At 31 March 2025          1,940                               18,444                                                   215                                               20,599
 At 31 March 2024                     6,083                               20,921                                                     2,137                                     29,141

 

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.

 GOODWILL
 The carrying value of goodwill in respect of each cash generating unit is as
 follows:
                                                                   Financial advisory business

                                                                    £'000
  Balance at 31 March 2024                                                  20,921
  Additions                                                                                   7,356
 Impairment                                                                                   (4,115)
 Disposals                                                                                    (5,718)
  Balance at 31 March 2025                                                                           18,444

 

The Directors' assessment of the carrying value of Goodwill is based upon
their past experience, rather than on any external information. In reaching a
level 3 fair valuation they have used 5-year cashflow forecasts and discounted
these anticipated future cashflows by entity over 5 years applying a discount
rate of 15% and then discounted anticipated future cashflows to perpetuity
using a discount rate of 15%. In all scenarios, other than Tavistock Partners
UK Ltd whose underlying business was sold during the year, the recoverable
amount exceeded the carrying value. The goodwill applicable to Tavistock
Partners UK has been impaired in full.

 

 

 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 2023              2,176                        33                         205                     899                                           3,313
 Additions                            257                          -                          51                      9                                             317
 Disposals                            (349)                        -                          (51)                    (232)                                         (632)
 Transfers**                          -                            -                          92                      (92)                                          -
 Balance at 31 March 2024             2,084                        33                         297                     584                                           2,998

 Additions                            30                           -                          10                      13                                            53
 Disposals                            (407)                        (33)                       (190)                   (29)                                          (659)
 Balance at 31 March 2025             1,707                        -                          117                     568                                           2,392

 Accumulated depreciation
 Balance at 1 April 2023              797                          12                         129                     404                                           1,342
 Depreciation                         540                          7                          99                      126                                           772
 Disposals                            (348)                        -                          (52)                    (232)                                         (632)
 Transfers**                          -                            -                          -                       2                                             2
 Balance at 31 March 2024             989                          19                         176                     300                                           1,484

 Depreciation                         424                          4                          60                      117                                           605
 Disposals                            (255)                        (23)                       (165)                   (8)                                           (451)
 Balance at 31 March 2025             1,158                        -                          71                      409                                           1,638

 Net Book Value
 At 31 March 2025                     549                          -                          46                      159                                           754
 At 31 March 2024                     1,095                        14                         121                     284                                           1,514

 

*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 £2,153 (2024: £3,857).

 

Included in ROU Leasehold property are assets acquired under lease agreements
with a net book value of £549,352 (2024: £1,095,428).

 

Included in Motor Vehicles are assets acquired under lease agreements with a
net book value of Nil (2024: £14,906).

 

Depreciation charged on leased assets was £423,457 (2024: £456,058).

 

Included in the additions for the year was £10k of computer equipment and
£1k of office fixtures, fittings, and equipment through business combinations
for the acquired AB entities.

 

 11.   INVESTMENTS IN ASSOCIATES

 Investments in associates
                £'000
 Cost

 Balance at 31 March 2024                    10,179
 Impairment                                  (2,679)
 Balance at 31 March 2025                    7,500

 Net Book Value
 At 31 March 2025                            7,500
 At 31 March 2024                            10,179

 

In 2022, the Company invested £10 million to acquire a 21% stake in LEBC
Holdings Limited, being the holding company of a financial advisory group.
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.

 

In 2024, LEBC sold its principal trading subsidiary, Aspira, to Titan for a
cash consideration of up to £45 million. This consideration is payable is
several instalments each of which is linked to the achievement of certain
agreed performance targets. As a result of the transaction, LEBC became a
shell company, and the level of our ultimate recovery will depend upon a
number of variables about which there can be no current certainty.

 

It is the Board's current best estimate that Tavistock is likely to recover
some £7.5 million of its original £10 million investment in LEBC. Based upon
this expectation, we have taken the opportunity to reduce the carrying value
of this investment on the Company's balance sheet from £10 million to £7.5
million, of which the first £2 million was recovered by way of a return of
dividend on 2 September 2025. The £7.5 million is deemed fair value of the
investment. Further information can be found in the Chairman Statement.

 

 12.   TRADE AND OTHER RECEIVABLES

 

 Current
                                       31 March                           31 March
                                       2025                               2024
                                       £'000                              £'000

 Trade receivables                     561                                68
 Other prepayments and accrued income  1,974                              3,216
 Other receivables                     15,449                             6,967
                                       17,984                             10,251

 

 

Included in other prepayments and accrued income is accrued income at year end
of £1,109,912 (2024: £2,128,011).

 

Included within other receivables due within one year is the amount of £528k
(2024: £473k) in relation to Tavistock Protect Limited being amount due by
advisers for clawbacks. Remaining amount included is the £14.8m consideration
due from Saltus from sale, see Chairman statement.

 

 13.                LIABILITIES
                                                       31 March      31 March
                                                       2025          2024
                                                       £'000         £'000
 Current liabilities
 Trade payables                                        569           1,466
 Accruals                                              1,476         1,035
 Commissions payable                                   200           729
 VAT and social security liabilities                   167           294
 Corporation Tax                                       59            -
 Other payables                                        2,084         811
 Payments due regarding purchase of client lists       1,320         1,569
 Deferred consideration owed                           33            580
 Bank Loans                                            1,136         503
 Leases                                                352                     533
                                                       7,396         7,520

                                                       31 March      31 March
                                                       2025          2024
                                                       £'000         £'000
 Non-current liabilities
 Payments due regarding purchase of client lists       686           779
 Loans                                                 4,183         2,180
 Leases                                                169           650
                                                       5,038         3,609

 

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.

 

Bank loans interest payable is based on average of 7.7% amount of interest.

 

 

 

 

 14.              PROVISIONS
                                                   Total
                                                    £'000
  Balance at 1 April 2024                          3,571
  Additions                                        3,090
  Payments to settle claims                        -
  Provisions utilised                              (3,080)
  Provisions released                              (1,016)
  Balance at 31 March 2025                         2,565

 

 

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 £2.4m and of this sum a total of £3.4m was either
utilised or subsequently released. The balance carried forwarded at year end
was £2.6m. 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. The clawbacks average a lifespan of 3 years, and
this provision will be expected to be utilised in this time period.

 

Restructuring Reserve Provisions

 

The restructuring Provisions are made of three principal components.

 

Firstly, the opening balance includes a provision of £85k, made in the
previous year, to cover additional costs associated with the disposal of
offices no longer being used by the Company. A £21k movement,  resulting
from additions and utilisation in the year, resulted in  a closing balance of
£64k. This provision is expected to finish in 2 years.

 

Secondly,  during the year a provision of £41k was made to cover anticipated
costs associated with management restructure costs. The provision will be
utilised in FY26.

 

Thirdly, during the year a provision of £778k was made in relation to
fundamental reorganisation costs following, the sale of subsidiaries and other
costs arising as a consequence of past restructuring. £733k of this provision
was utilised leaving a closing balance of £46k. This provision is expected to
finish in 2 years.

 

 15.             DEFERRED TAX
                                                           Total
                                                            £'000

 Balance at 1 April 2024                                              (56)
 Adjustment in respect of previous period                                     57
 Balance at 31 March 2025                                         1

 

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
                                                         2025          2024
                                                         £'000         £'000

 Deferred tax on intangibles                             (1)           (56)
                                                         (1)           (56)

 

For taxation purposes, the parent company of the Group, Tavistock Investments
Plc, has to date incurred losses amounting to £16.2m (31 March 2024 £12.2m),
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.

 

Included in Other Receivables at 31 March 2024 is £6 million of deferred
consideration receivable from Titan. In light of the ongoing litigation with
Titan, the Directors have concluded that this should now be more appropriately
considered to be a contingent asset and as such have written it off as an
exceptional item in the current year.

 

Included in Other Receivables at 31 March 2025 is £14.8 million, being the
present day value of the deferred consideration due to the Company from
Saltus.

 

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
                                                             2025                                 2024
 Deferred consideration due, accrued income and receivables  £'000                                £'000
 Trade receivables                                           561                                  68
 Accrued income                                              1,110                                2,128
 Other receivables                                           15,449                               6,968

 

The table below illustrates the due date of trade receivables:

               31 March      31 March
               2025          2024
               £'000         £'000
 Current       171           22
 31-60 days    97            -
 61-90 days    396           -
 91-120 days   (106)          -
 121 and over  3             46
               561           68

 

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. However, the Group has drawn down an
aggregate of £6.5m from the acquisition debt funding facility established
with the Bank of Ireland. Of this sum £3m was in connection with the
acquisition of Tavistock Protect, £500k was in connection with the asset
purchase of IFS and £3m was in connection with the acquisition of Alpha Beta
Partners. These loans are secured by a charge over the Group's assets.
Interest at an average rate of 7.7% was paid during the financial period
equating to £275,646 (2024: £194,170).

 

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
                                                             2025                             2024
                                                             £'000                            £'000

                                                             7,403                                   4,118

Cash at bank comprises Sterling cash deposits held within a number of banks.
At the year-end £4.04m was held in special interest bearing deposit accounts
with the Bank of Ireland.

 

                                                      31 March 2025      Due within 1 year      Due within 1-5 years
                                                      £'000              £'000                  £'000
 Financial liabilities at amortised cost
 Trade payables                                       569                569                    -
 Accruals                                             1,476              1,476                  -
 Commissions payable                                  200                200                    -
 VAT and social security liabilities                  167                167                    -
 Other payables                                       2,084              2,084                  -
 Payments due regarding purchase of client lists      2,006              1,320                  686
 Deferred consideration owed                          33                 33                     -
 Loans                                                5,319              1,136                  4,183
 Leases                                               521                352                    169
                                                      12,375             7,337                  5,038

 

                                                    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                  -
 Loan                                               2,683            503                  2,180
 Leases                                             1,183            533                  650
                                                    11,129           7,520                3,609

 

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 2025                    31 March 2024

                                               £'000                            £'000
 Called up share capital
 Allotted, called up and fully paid
 560,429,005 Ordinary shares of 1 pence each  5,602                            5,602
 Treasury Shares                              (5,798)                          -
 Capital Redemption Reserve                   534                              534
                                              338                              6,136
 Share Premium                                1,828                            1,828
                                              2,166                            7,964

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.

 

     Treasury Shares

 

During the year ended 31 March 2025, the Company bought back 119,498,780
ordinary shares of one penny each at an average price of 4.85 pence per share,
with the aggregate consideration amounting to £5,797,953. These shares have
been placed into Treasury and may be used in whole or in part to satisfy the
exercise of share options thereby avoiding dilution to other shareholders

 

     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.
   Treasury Shares              Shares held in Treasury are not entitled to vote or to receive dividends.

 

 

 

 18.  SHARE BASED PAYMENTS

 

No share options were issued during the year (2024: 950,000) 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
                       2025                    2024

 Share price at grant  5.50p                   5.50p
 Exercise price        5.25p                   5.25p
 Expected volatility   120%                    120%
 Expected life         10 years                10 years
 Risk free rate        4.5%                    4.5%

 

 

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 2025                                                  31 March 2024

                                               Weighted average price (pence)         Number                 Weighted average price (pence)           Number
 Outstanding at the beginning of the year                                      1.88           118,749,833                                     1.85             121,124,567
 Granted during the year                                                       -              -                                               5.26             950,000
 Share option buy backs                                                        1.78           20,040,500                                      -                -
 Lapsed during the year                                                        1.73           (53,339,333)                                    1.50             (3,324,734)

 Outstanding at the end of the year                                            1.92           85,451,000                                      1.88             118,749,833

 

 

The average exercise price of the 73,661,000 options that had vested and were
exercisable at year end was 5.31p and their weighted contractual life was 3.5
years.

 

The range in exercise prices of share options outstanding at the end of the
year is 5.25p to 7.75p (2024: 2.35p to 6.50p) and their weighted average
contractual life was 5.1 years (2024: 5.8 years)

 

The vesting conditions in relation to management are disclosed in the
Directors' Report on pages 21 to 23.

 

 19.                                                              LEASING COMMITMENTS

 The Group's future minimum lease payments fall due as follows:
                                                                 31 March                      31 March
                                                                 2025                          2024
                                                                 £'000                         £'000

 Not later than 1 year                                           352                           533
 Later than 1 year and not later than 5 years                    169                           650
                                                                 521                           1,183

 

Included in the above is £352k of Right of Use leasing commitments due within
1 year, and £169k 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 £52k, £9k is then due within 1 year, and £2k 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 £9k.

 

 

 20.  RELATED PARTY TRANSACTIONS

 

Nil (2024: £185k) was received from LEBC Holdings Limited in which the Group
has a 21% minority interest. No amount was outstanding at each year end date.

Following his assumption of a new part-time role as the Company's
Non-Executive Chairman, Oliver Cooke entered into a transaction with the
Company and reduced his shareholding and share options by 8,600,000 and
10,000,000 respectively for a total consideration of £469,800.

Following the transaction with Saltus, described more fully in the Chairman's
Statement, Malcolm Harper entered into a transaction with the Company and
reduced his shareholding and share options in the Company by 10,200,000 and
5,050,000 respectively for a total consideration of £569,680.

 21.  POST BALANCE SHEET EVENTS

 

On 2 September 2025, the Company received a dividend of £2 million from LEBC
Holdings Limited.

 

On 11 September 2025, the Company announced the acquisition of a 76.59%
holding in Lifetime Financial Management Intermediaries Ltd, further details
of which can be found in the Chairman's Statement.

 

 

 

TAVISTOCK INVESTMENTS PLC
 
Company number 05066489

 

COMPANY STATEMENT OF FINANCIAL POSITION

 

AS AT 31 MARCH 2025

 

                                                                        At 31 March 2025                         At 31 March 2024

 ASSETS                                                   Note          £'000                      £'000         £'000                                         £'000
 Non-current assets
 Intangible assets                                        V             63                                                   639
 Tangible fixed assets                                    VI            567                                      962
 Investments                                              VII           25,733                                   31,350
 Total non-current assets                                                                          26,363                                                       32,951

 Current assets
 Trade and other receivables                              VIII          23,606                                   11,671
 Cash and cash equivalents                                IX             4,708                                    291

 Total current assets                                                                              28,314                                                      11,962

 Total assets                                                                                      54,677                                                      44,913

 LIABILITIES
 Current liabilities                                      X             (35,171)                                 (14,146)

 Non-current liabilities
 Creditors: amounts falling due after more than one year  XI            (805)                                    (2,586)

 Total liabilities                                                                                 (35,976)                                                    (16,732)

 Total net assets                                                                                  18,701                                                      28,181

 Capital and reserves
 Share Capital                                            XII                                      5,602                                                       5,602
 Treasury Share                                                                                    (5,798)                                                     -
 Share Premium                                                                                     1,828                                                       1,828
 Capital Redemption Reserve                                                                        534                                                         534
 Retained Earnings                                                                                 16,535                                                      20,217
 Total equity                                                                                      18,701                                                      28,181

 

 

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 £3,277,919 (2024: loss
£5,374,853).

 

    The financial statements were approved by the Board and authorised for
issue on 17 September 2025.

 

 

Johanna Rager

Group Finance & Operations Director

 

 

The notes on pages 59 to 63 form part of the Company financial statements.

 

TAVISTOCK INVESTMENTS
PLC

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

 

                                      Share Capital      Treasury      Share Premium      Capital            Retained       Total

                                                         Shares                           Redemption         Earnings       Equity
                                                                                          Reserve
                                      £'000              £'000         £'000              £'000              £'000          £'000

 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

 Treasury Shares                      -                  (5,798)       -                  -                  -              (5,798)

 Equity settled share-based payments  -                  -             -                  -                  (447)          (447)

 Dividend payment                     -                  -             -                  -                  (405)          (405)
 Loss after tax

                                      -                  -             -                  -                  (2,830)        (2,830)

 At 31 March 2025                     5,602              (5,798)       1,828              534                16,535         18,701

 

 

 

 

 

The notes on pages 59 to 63 form part of the Company financial statements.

 

 

 

TAVISTOCK INVESTMENTS PLC

 

NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 MARCH 2025

 

 

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
37 to 40. 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.

 

The Directors' assessment of the carrying value of Goodwill is based upon
their past experience, rather than on any external information. In reaching a
level 3 fair valuation they have used 5-year cashflow forecasts and discounted
these anticipated future cashflows by entity over 5 years applying a discount
rate of 15% and then discounted anticipated future cashflows to perpetuity
using a discount rate of 15%. In all scenarios, other than Tavistock Partners
UK Ltd whose underlying business was sold during the year, the recoverable
amount exceeded the carrying value. The goodwill applicable to Tavistock
Partners UK has been impaired in full.

 

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.         PROFIT/(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 £3,277,919
(2024: loss £5,374,853).

 

In January 2025, the Company paid an interim dividend of 0.09p 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

 

                                                                                 2025                       2024
                                                                                 £'000                      £'000

 Staff costs for all employees, including Directors consist of:                  2,684                      2,449
 Wages, fees and salaries                                                        326                        330
 Social security costs                                                           174                        162
 Pensions                                                                        3,184                      2,941

 The average number of employees of the Company during the year was as follows:  2025                       2024
                                                                                 Number                     Number
 Directors and key management                                                    7                          7
 Operations and administration                                                   24                         32
                                                                                 31                         39

 

During the year the Company incurred an additional £5.8 million (2024: £6.4
million) of staff costs relating to 130 employees (2024: 154 employees) which
were recharged to subsidiary companies within the Group.

 

 

   V.       INTANGIBLE ASSETS

                                                 Total
                                                 £'000
 Software cost
 Balance at 1 April 2024                         691
 Additions                                       626
 Disposal                                        (653)
 Balance at 31 March 2025                        664

 Accumulated amortisation
 Balance at 1 April 2024                         52
 Amortisation charge                             1,202
 Disposal                                        (653)
 Balance at 31 March 2025                        601

 Net book value
 At 31 March 2025                                63

 At 31 March 2024                                639

 

 

 VI.                           TANGIBLE FIXED ASSETS

                               *ROU Leasehold property                      Computer equipment      Office fixtures, fittings and equipment      Total
                               £'000                                        £'000                   £'000                                        £'000
 Cost
 Balance at 1 April 2024       1,421                                        36                      535                                          1,992
 Additions                     -                                            5                       -                                            5
 Transfer                      -                                            -                       -                                            -
 Disposals                     (85)                                         (17)                    (3)                                          (105)
 Balance at 31 March 2025      1,336                                        24                      532                                          1,892

 Accumulated depreciation
 Balance at 1 April 2024       724                                          24                      282                                          1,030
 Depreciation charge           281                                          10                      109                                          400
 Transfer                      -                                            -                       -                                            -
 Disposals                     (85)                                         (17)                    (3)                                          (105)
 Balance at 31 March 2025      920                                          17                      388                                          1,325

 Net book value
 At 31 March 2025              416                                          7                       144                                          567

 At 31 March 2024              697                                          12                      253                                          962

*Right of use

 

Included in ROU Leasehold property are assets acquired under lease agreements
with a net book value of £415,578 (2024: £696,743).

 

Included in Office fixtures, fittings and equipment are assets acquired under
lease agreements with a net book value of £2,695 (2024: £3,857).

 

 VII.     INVESTMENTS

 

                                                          Associate         31 March                       31 March
                                        Subsidiaries      Undertakings      2025                           2024
                                        £'000             £'000             £'000                          £'000

 Cost
 Balance at 1 April 2024                25,905            10,179            36,084                         32,127
 Additions                              13,030            -                 13,030                         3,957
 Release on disposal                    (13,671)          -                 (13,671)                       -
 Impairment                             (6,565)           -                 (6,565)                        -
 Impairment of investment in associate  -                 (2,679)           (2,679)                        -
 Balance at 31 March 2025               18,699            7,500             26,199                         36,084

 Provisions for impairment
 Balance at 1 April 2024                4,734             -                 4,734                          4,878
 Impairment                             (845)             -                 (845)
 Minority interest in associate         (3,423)           -                 (3,423)                        (144)
 Balance at 31 March 2025               466               -                 466                            4,734

 Carrying value of Investments          18,233            7,500             25,733                         31,350

 

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 (UK) Ltd                       Direct
                                                                           The Tavistock Partnership 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
                                                                           AB Investment Solutions Limited***                Direct
                                                                           Alpha Beta Partners Limited***                    Indirect
                                                                           Alpha Beta Private Wealth Limited***              Indirect
                                                                           AB Investments Solutions Ltd                      Direct
 Precise House, 15-21 Market Street, Bangor, Northern Ireland, BT20 4SP    Tavistock Protect Limited                         Direct

*        At the year-end the Company owns 75% of King Financial
Planning LLP and the other member is entitled to 25% of the profit share,
prior to 31st December the Company owned 50%  and the other member was
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

*** Acquired 28(th) of February 2025 please see Note 5 Business Combinations.

 

 VIII.  TRADE AND OTHER RECEIVABLES

 

 

 Current                                  31 March    31 March
                                          2025        2024
                                          £'000       £'000
 Trade debtors                            321         30
 Prepayments and accrued income           725         249
 Deferred consideration due               14,766      6,089
 Other debtors                            148         225
 Amounts owed by subsidiary undertakings  7,646       5,078
                                          23,606      11,671

 

IX.    CASH AND CASH EQUIVALENTS

                                                                         31 March                   31 March
                                                                                     2025                  2024
                                                                                     £'000                 £'000
 Cash at bank and in hand                                                            4,708                 291
                                                                         4,708                      291
 X.                      CREDITORS: amounts falling due within one year
                                                                         31 March            31 March
                                                                                     2025           2024
                                                                                     £'000          £'000
 Trade creditors                                                                     123            332
 Accruals                                                                            690            242
 Other tax and social security                                                       194            294
 Leases                                                                              288            361
 Loans                                                                               -              606
 Corporation tax                                                                     58             -
 Provisions                                                                          150            85
 Deferred consideration owed                                                         1,320          580
 Amounts owed to subsidiary undertakings                                             32,348         11,646
                                                                         35,171              14,146

 

 XI.  CREDITORS: amounts falling due after one year

 

 

                                     31 March       31 March
                                     2025           2024
                                     £'000          £'000

 Deferred consideration owed         686            -
 Leases                              119            406
 Loans                               -              2,180
                                     805            2,586
 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 2025 can be found in Note
18 in the Consolidated Financial Statements.

 

 VX.  RELATED PARTY TRANSACTIONS

 

Nil (2024: £185k) was received from LEBC Holdings Limited in which the
Company has a 21% minority interest. No amount was outstanding at each year
end date.

 

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.   END  FR DGGDCGSBDGUR

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