Final Results for the Year Ended 31 March 2024

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

Tavistock Investments Plc

("Tavistock" or the "Company")

Final results for the year ended 31 March 2024

30 September 2024

Tavistock (AIM:TAVI) is pleased to announce its financial results for the year ended 31 March 2024 (the "2024 Accounts").

Financial summary

·    Fifteenfold increase in EBITDA to £2.23 million (2023: £0.14 million)

○     demonstrates strong performance during the year

○     includes a significant contribution from the Group's recently acquired protection business, Tavistock Protect Limited (formerly Precise Protect Limited)

·    16% increase in gross revenues to £39.5 million (31 March 2023: £34.0 million)

·    75% of gross revenues generated by the Company's advisory business, where the level of recurring income exceeds 80%

·    Halving of operating loss to £0.41 million (31 March 2023: £0.94 million)

·    Cash and cash equivalents at 31 March 2024 of £4.12 million (31 March 2023: £9.73 million)

Brian Raven, Group Chief Executive, said:

"Our 2024 Accounts reflect the solid progress made during the year as the Board maintains its focus on optimising the balance between regulatory risk and potential commercial reward. In that context further work will be done in 2025 to position the company for growth."

Posting of Annual Report and Accounts

A copy of the 2024 Accounts is being sent to shareholders today and will shortly be made available on the Company's website at: www.tavistockinvestments.com.

For further information:

Tavistock Investments Plc

Oliver Cooke

Brian Raven                                                                                                        Tel: 01753 867000

Allenby Capital Limited                                                                                  Tel: 020 3328 5656

(Nominated adviser and broker)

Corporate Finance:

Nick Naylor, Liz Kirchner, Daniel Dearden-Williams

Sales and Corporate Broking:

Tony Quirke

TAVISTOCK INVESTMENTS PLC

CHAIRMAN'S STATEMENT

I am pleased to report that the Company has continued to make solid progress in the year under review.

Underlying financial performance in the period, as measured by the reported level of adjusted EBITDA (Earnings before Interest Taxation Depreciation and Amortisation adjusted to remove the impact of one-off exceptional items), has improved fifteenfold over that of the previous year.

This includes a significant contribution achieved through the successful integration of the Group's recently acquired protection business, Tavistock Protect Limited (formerly Precise Protect Limited).

FINANCIAL PERFORMANCE

Revenue

The Company has reported 16% growth in gross revenues for the year under review to £39.5 million (2023: £34 million). 75% of these revenues (£29.4 million) were generated by the Group's financial advice business, where the level of recurring income exceeds 80%. 23% of these revenues (£9 million) were generated by the Group's protection business and the balance by its model portfolio service.

Adjusted EBITDA

Adjusted EBITDA is more fully defined as being Earnings before Interest Taxation Depreciation and Amortisation as adjusted to remove the distorting effect of one-off gains and losses arising on acquisitions/disposals as well as other non-cash items. The Board considers adjusted EBITDA, rather than Operating Profit, to be the best measure of the Company's underlying performance.

The Company has reported a significant growth in the level of adjusted EBITDA in the year under review to £2.2 million (2023: £0.14 million). This is the highest level of adjusted EBITDA reported by the Company to date. 

£6.69 million of the adjusted EBITDA was generated by the Group's financial advisory and protection business and the balance represents the adjusted EBITDA generated by the Group's other businesses less the cost of its centralised management and support functions.

Operating Loss

The Company is reporting an Operating profit for the year to 31 March 2024, before exceptional items, of £0.48 million, which is in marked contrast to the Operating loss before exceptional items reported in the year to 31 March 2023, of (£1.2) million.

Exceptional items include a £1.3 million contribution from the release of past provisions and a provision of £2.163 million against the carrying value of the Titan receivable. Further details relating to the termination of the relationship with Titan can be found below. 

After these exceptional items, the Company is reporting an Operational Loss of (£0.41) million (31 March 2023: loss (£0.94) million).

The Group's financial performance during the year under review is summarised below:

Unfortunately, not all developments during the period have been positive and the Board has been greatly disappointed by the poor behaviour of one of its former business partners, Titan Wealth Services Limited ("Titan").

Titan

During the year the Board uncovered multiple breaches of the strategic partnership agreement entered with Titan in June 2021. Titan's failure to honour the undertakings that it gave regarding the management of the ACUMEN Funds led to a collapse in the performance of those funds. At one stage, whilst under Titan's management, they became the worst performing suite of funds in the UK over a 16-month period. Tavistock gave Titan a six-month period in which to restore the performance of these funds to an acceptable standard, which it failed to do.

In the best interests of investors in the funds Tavistock terminated the strategic partnership agreement with Titan. In the best interests of the Company and its shareholders, the Board has initiated legal proceedings against Titan and has intimated a multimillion-pound claim for the substantial commercial damage caused to the Company by Titan's disregard of its contractual obligations.

Having obtained advice from legal Counsel and an independent industry expert, the Board considers Tavistock's claim to be robust and conservative in nature. Given this, the Board considers it prudent at this stage to provide for the difference between the amount being claimed from Titan and the full outstanding balance of the deferred consideration, some £2.16 million.

As required by legal protocol, Tavistock has offered Titan the opportunity to settle this claim via mediation. However, so far Titan has rejected mediation and instead filed a claim against Tavistock in the High Court alleging wrongful termination of the agreement and a variety of other offences. This claim has been reviewed by Tavistock's legal team, including legal Counsel. Much of the claim has been characterised as being misconceived, based on inference and assumption and failing not only in terms of legal tests but also for a complete lack of evidence. The entirety of the claim will be robustly defended by Tavistock.

Investment in LEBC

In April 2022, Tavistock acquired a 21% stake in LEBC Holdings Limited ("LEBC") at a cost of £10 million.  This investment had been intended to be part of the acquisition of the whole of the LEBC Group. However, for various reasons that transaction did not complete and, in April 2024, LEBC instead sold its trading subsidiaries to Titan for a cash consideration of up to £45 million.

This consideration is payable in several instalments each of which is linked to the achievement of certain agreed performance targets.

In the current financial year, the Company will be able to report its share of the substantial gain realised by LEBC because of the transaction. Several factors prevent the ultimate value of the Company's investment in LEBC being determined at the present time, but should it seem likely that this will fall short of the original cost, a suitable impairment provision would be made in due course.

OTHER SIGNIFICANT MATTERS

Board Changes

On 1 June 2024, after 11 years in office, I stepped down as an executive director of the Company and took on a new role as the Company's Non-Executive Chairman. In this capacity I have joined the Company's independent Remuneration Committee, which is chaired by another Non-Executive Director, Peter Dornan.

On 30 June 2024, after 10 years in the role, Roderic Rennison stepped down as a Non-Executive Director of the Company to pursue other business interests and the Board would like to thank Roderic for his past support and to wish him the very best for the future.

Industry Recognition

I am pleased to advise that the Group's model portfolio service provider, Tavistock Asset Management, was short listed for several industry awards during the year and was Highly Commended/Commended in two categories, Best Investment Service and Best Ethical Investment Provider, at the MoneyFacts Awards in September 2023.

Our congratulations go to the management and staff within that business.

PII Renewal

The high standard of the Group's operational and compliance procedures has once again been recognised by the insurance industry. In an increasingly expensive insurance market, the Group has secured the renewal of its professional indemnity insurance policy, with the same insurer and the same scope of cover but with both a lower claims excess levels and at a lower premium than in the previous year. This is a particular tribute to the Group's risk management and compliance team.

Regulatory Regime

Two, industry wide, regulatory obligations impacted the Group's ordinary course of business during the year under review.

The first, was the introduction of the new wide-ranging Consumer Duty regime. This seeks to ensure that all clients are treated both fairly and equally, that the charges levied for services provided are transparent and that recommended products both provide value for money and are appropriate for each client's individual needs and circumstances. I am pleased to confirm that Tavistock is close to having fully completed the implementation of its new Consumer Duty obligations.

The second obligation was a sector-wide requirement for firms to conduct a review of all British Steel Defined Benefit Pension Transfer cases. Tavistock had fewer than fifty such cases and the Company's pension transfer processes are of a high standard. This review has now been completed with minimal cost being incurred by the Company. As a consequence, the precautionary provision made in previous accounts for the potential cost of this exercise is no longer required and has been released.

Dividends

In 2023, the Company paid an interim dividend of 0.07p per share and it remains the Board's intention to pay further interim dividends when considered appropriate. The timing and quantum of the next dividend payment will be assessed in due course.

OUTLOOK

The hard work and dedication of our excellent staff has enabled a great deal to be accomplished over the last year. I would like to acknowledge their support and thank them for their considerable contribution to the Company's progress.

The Company's prospects are excellent, and the Board looks forward to the coming year with confidence. I will update you in due course.

Oliver Cooke

Chairman

28 September 2024

TAVISTOCK INVESTMENTS PLC

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Introduction

S172 of the Companies Act 2006, places an obligation on the Board, both individually and collectively, to act in a manner which they consider, in good faith, to be most likely to promote the ongoing success of the Company for the benefit of its members.

In keeping with this obligation the Directors have, amongst other matters, given regard to the following:

·    the likely long-term consequences of their decisions,

·    the interests of the Company's employees,

·    the need to foster the Company's relationships with its external partners,

·    the impact of the Company's operations on both the community and the environment,

·    the desirability of maintaining the Company's reputation for high standards of business conduct, and

·    the need to act fairly between members of the Company.

Against this background, the Board's continued focus has been on the medium to long term optimisation of the balance between regulatory risk and potential commercial gain.

In the short-term the Board has also focused on replacing the profit contribution generated by Titan Asset Management Ltd (previously name Tavistock Wealth Limited), prior to its sale in August 2021.  

Short Term

In April 2023 the Company acquired Precise Protect Ltd which it subsequently renamed and rebranded as Tavistock Protect Limited.

Tavistock Protect Limited is a profitable and fast-growing UK wide protection business based in Bangor, Northern Ireland. The company has a network of over 200 advisers working with more than 30,000 UK clients. Tavistock Protect offers clients a wide range of products including life and critical illness cover, personal injury and income protection and private medical insurance, several of which have been developed in-house and are unique to the firm.

Tavistock Protect Limited was a significant contributor to the Group during the year under review and on a consolidated basis the Company has been able to report adjusted EBITDA of £2.5 million, its highest to date.

Longer Term

The Board considers that a predominantly restricted advice business model, in which advisers are able to offer clients products and services that have previously been identified, researched and approved by the Company, offers the optimum balance that it is seeking between regulatory risk and potential commercial reward.

Other matters of Significance

Titan

The ten-year strategic partnership entered with Titan in June 2021 has been terminated following multiple breaches of contract by Titan and a sustained period of unacceptable investment performance. The Board has been greatly disappointed by the poor behaviour of its former business partner and details of the events leading up to, and the consequences of, the termination of the agreement with Titan are covered in the Chairman's Statement.

LEBC

In April 2022, Tavistock acquired a 21% stake in LEBC Holdings Limited ("LEBC").  In April 2024, LEBC sold its trading subsidiaries to Titan for a cash consideration of up to £45 million. This consideration is payable in several instalments each of which is linked to the achievement of certain agreed performance targets.

In the current financial year, the Company will be able to report its share of the substantial gain realised by LEBC because of the transaction. Several factors prevent the ultimate value of the Company's investment in LEBC being determined at the present time, but should it seem likely that this will fall short of the original cost, a suitable impairment provision will be made.

Board Changes

On 1 June 2024, after 11 years in office, I stepped down as an executive director of the Company and took on a new role as the Company's Non-Executive Chairman. In this capacity I have joined the Company's independent Remuneration Committee, which is chaired by another Non-Executive Director, Peter Dornan.

On 30 June 2024, after 10 years in the role, Roderic Rennison stepped down as a Non-Executive Director of the Company to pursue other business interests and the Board would like to thank Roderic most sincerely for his past support and to wish him the very best for the future.

External Recognition

I am pleased to advise that the Group's model portfolio service provider, Tavistock Asset Management, was short listed for several industry awards during the year and was Highly Commended/Commended in two categories, Best Investment Service and Best Ethical Investment Provider, at the MoneyFacts Awards in September 2023.

The high standard of the Group's operational and compliance procedures has also been recognised by the insurance industry. I am pleased to advise that the Group has secured the renewal of its professional indemnity insurance cover, with the same insurer and the same scope of cover but with both lower claims excesses and at a lower premium level than in the previous year. This is a commendable achievement in an increasingly expensive insurance market and is a particular tribute to the Group's risk management and compliance team.

Regulatory Regime

The Company faces the usual risks associated with operating in a highly regulated environment. However, during the year, two industry wide, regulatory obligations have impacted the Company's ordinary course of business.

These are the introduction of the new wide-ranging Consumer Duty regime, and the requirement for firms to conduct a review of British Steel Defined Benefit Pension Transfer cases.

I am pleased to advise that both obligations have been fully addressed and more details concerning each can be found in the Chairman's Statement.

Current Objective

In the current year the Board's objective is to continue to develop the Group through the completion of further acquisitions. In doing so, it will aim to further improve the risk to reward balance.

Financial Performance

The Company's financial performance is addressed in more detail in the Chairman's Statement.

Corporate Governance

Corporate Governance activities are set out separately within the Corporate Governance Report on pages 9 to 14.

Future Prospects

The Board continues to have ambitious growth plans and a number of potential acquisitions are already under active consideration.

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

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

Oliver Cooke

Chairman

28 September 2024

TAVISTOCK INVESTMENTS PLC

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Introduction

It is the Board's view that good corporate governance reduces risk within the business, can promote confidence and trust amongst its stakeholders and underpins the effectiveness of the Company's management framework.

The Directors continue to reference the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"), as being the basis of the Company's governance framework. The Board believes that the Company complies with the QCA Code so far as is practicable having regard to the size, nature and current stage of the Company's development.

The QCA Code includes ten broad principles that the Board holds in mind as it seeks to deliver growth to the Company's shareholders in the medium and long-term. These principles and the manner in which the Company seeks to comply with them can be summarised as follows:

Principle 1:

Establish a strategy and business model which promote long-term value for shareholders

·    The Board is aware of the ongoing interest in private equity funded consolidation activity within the financial services sector.

·    The Board's strategy is to build a profitable financial advisory and wealth management business, in which due consideration is paid to the balance between regulatory risk and potential commercial reward. By so doing, the Board will increase the Company's value to potential consolidators and will thereby create the potential for shareholders to achieve significant value from their investment in the Company.

·    The Board is also focused on further improving the efficiency and profitability of the Company's operations.

·    The Board remains willing to consider the profitable disposal of parts of the Company's operations in circumstances where the proceeds can be redeployed in a manner that is more beneficial for shareholders.

·    With shareholder support, the Board will continue to arrange for the Company to make market purchases of its own shares. Any shares purchased in this manner may be cancelled which will reduce the number of shares that the Company has in issue and will further increase the earnings per share of those shares remaining in issue.

·    The combination of an increase in the commercial value of the business and a reduction in the number of shares in issue, will lead to a long-term improvement in shareholder value.

·    Key risks have been addressed in the Strategic Report on pages 6 to 8.

Principle 2:

Seek to understand and meet shareholder needs and expectations

·    The Board welcomes constructive engagement with shareholders.

·    The Company believes that shareholder expectations are most effectively managed through discussion with shareholders at the Company's Annual General Meeting and through the release of regulatory announcements.

·    Board members make themselves available to meet with shareholders and with potential investors as and when required.

·    The Executive Directors regularly engage with the Company's major shareholders and ensure that the views expressed by them are communicated fully to the Board.

Principle 3:

Take into account wider stakeholder and social responsibilities and their implications for long-term success

·      The Board recognises the importance of every member of the Tavistock team. Communication has been improved through the enhancement of the Company's intranet site. Maternity pay arrangements have been improved and staff have access to support helplines as well as death in service insurance cover.

·      The Board places great emphasis on the safety, wellbeing and mental health of all of the Company's employees and has engaged in a number of initiatives to improve each of these.

·      The Company also recognises the importance of engagement with all stakeholder groups, which, in addition to its employees, include investors, clients, strategic partners and the relevant authorities. The Board seeks to treat each of these groups in a fair and open manner.

·      The Company endeavours to take account of, and to respond to, feedback received from any of these stakeholder groups.

·      Environmental responsibility and sustainability are important to the Company, and a number of initiatives are being pursued to improve the recycling of paper, to reduce the use of plastics and to reduce the Company's carbon footprint through home working, the greater use of online meeting technology and a reduction in the number of office premises.

·      In pursuit of a net zero economy, the Company continues to offer both a subsidised cycle to work scheme, and a subsidised electric vehicle purchase scheme, both of which have been well received. The Company has also installed a number of charging points for use by staff driving hybrid or fully electric vehicles.

·      The Company continues to support a national charity, the Clock Tower Foundation, and to encourage the involvement of staff in various local and national fund-raising events.

Principle 4:

Embed effective risk management throughout the organisation, considering both opportunities and threats

·  Efficient and effective regulatory oversight reduces risk and creates an opportunity to deliver better service to the Group's end clients.

·  The Company has designed and introduced a market-leading approach to the on-going management of compliance risk via the use of scorecards which are tailored for each adviser. These scorecards assess the performance of each adviser based on their experience, track record, business processed by product type and risk ratings by product type. The updating of these scorecards is fully automated, and they can be provided in real time to each adviser, manager, and business leader.

·  Business leaders are able to risk manage the levels of pre-sale and post-sale file checking by reference both to the adviser and to the product type. Certain higher risk products such as pension transfers, VCTs and equity release will always require pre-sale checking. However, for most products, the level and frequency of oversight can be adjusted in real-time by reference to the individual adviser's perceived performance risk.

·  The Company employs a dedicated Risk Manager who reports to a separate Risk Committee. The Risk Manager's role is to identify, monitor and report on all aspects of risk faced by the business. This enables the Board to determine the level of the Company's risk appetite and to take steps in mitigation where appropriate.

·  Commercial risks and opportunities are considered by the Board and by the Group's Leadership Board, which is comprised of the Executive Directors and the heads of all major Group functions. The Leadership Board meets formally on a monthly basis.

Principle 5:

 Maintain the board as a well-functioning, balanced team led by the chair

·      The composition, roles and responsibilities of the Board and of the various Committees are set out on pages 13 and 14 of the Report and Accounts. The number of meetings held and Directors' attendance are also detailed.

·      To enable the Board to discharge its duties in an effective manner, all Directors receive appropriate and timely information. The agenda for each meeting is determined by the Chairman who arranges for briefing papers to be distributed to all participants for consideration ahead of meetings. All meetings are minuted and the accuracy of the minutes is confirmed at the subsequent meeting before approval and signature by the Chairman.

·      The Company's Non-Executive Chairman, Oliver Cooke, the Chief Executive, Brian Raven, and the Group Finance & Operations Director, Johanna Rager, have considerable experience of operating at board level in public and in private companies. The Non-Executive Chairman is a qualified Chartered Accountant and has served as finance director on the boards of various public companies. The Chief Executive has held a number of sales, operational and leadership roles at board level within public companies. The Group Finance & Operations Director has held senior positions within a number of international companies. The Company's second Non-Executive Director, Peter Dornan, has extensive sector knowledge and experience and comes from a strong regulatory background.

·      The Non-Executive Chairman devotes a minimum of two days per week and the other Executive Directors devote the whole of their time to the business of the Group. The other Non-Executive Director devotes one to two days per month to his duties.

·      Under the terms of their contracts, the Non-Executive Directors are required to obtain the prior written consent of the Board before accepting additional commitments that might conflict with the interests of the Group or impact the time that they are able to devote to their role as a Non-Executive Director of the Company.

·      The Company does not currently have a separate Nominations Committee as this is considered unnecessary given the Company's size and stage of development.  The need for such a committee will be kept under review by the Board as the Company develops.

Principle 6:

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

·      The Executive Directors, in conjunction with other members of the executive team, ensure that their knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors' responsibilities as members of the Board. During the course of the year, Directors have consulted and received advice as well as updates from the Company's nominated advisor, company secretary, legal counsel and various other external advisers on a number of matters, including corporate governance. From time to time, each member of the Board is required to complete on-line training courses and may also participate in industry forums.

·      The Non-Executive Chairman complies with the continuing professional development requirements of the Institute of Chartered Accountants in England and Wales, of which he is a long-standing member.

·      Biographies for each of the Directors can be found in the Directors' Report.

Principle 7:

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

·      The Group has established separate, independent Remuneration and Audit Committees through which the Non-Executive Directors are able to monitor and assess the performance of the Executive Directors and to hold them to account.

·      The respective Board members periodically review and cross-evaluate the Board's performance and effectiveness in the Company. Each member of the Board is subject to an annual fitness and suitability assessment overseen by the Group's Human Resources department.

·      Directors' performance is open to assessment by shareholders and all Directors are subject to re-election.

Principle 8:

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

·      The Company's ethos is, to act at all times with honour, dependability and vigilance. The Board also actively promotes a culture in which the client is placed at the centre of everything that the Company does. 

·      The Board places great emphasis on the wellbeing of the Company's employees and on providing a safe and secure environment for them. The Company's Employee Handbook provides a guideline for employees on the day-to-day operations of the Company.

·      The Company is similarly committed to a transparent, flexible and open culture promoting family values and avoiding discrimination on the basis of gender, religious belief, age, ethnicity or sexual orientation.

·      The Company is mindful of the need for, and is committed to, environmental responsibility and sustainability.

Principle 9:

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

·      Good decision making requires information, consideration, discussion, and challenge followed by action, communication and the acceptance of collective responsibility.

·      This is accomplished through the employment of Directors who have the confidence to express their views, and through the prior circulation of briefing papers allowing adequate time for their proper consideration ahead of meetings. Board meetings are openly conducted, with the accurate minuting of outcomes and the wider communication of those outcomes as appropriate. 

·      The maintenance of a data warehouse collating data from the Company's numerous systems, logs and spreadsheets to facilitate the automated production of management information, continues to improve operational effectiveness and decision making.

·      The avoidance of conflicts of interest, through the delegation of responsibility for certain areas to specialist committees, such as audit and remuneration, has strengthened the governance structure within the Company.

·      The Company's auditors are rotated on a periodic basis to ensure that the Company and the Board are subjected to an appropriate level of independent scrutiny and challenge. This is RPG Crouch Chapman LLP's second year auditing the Company and its subsidiaries.

Principle 10:

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

·      Information on the Company's commercial progress and its financial performance is disseminated to shareholders and to the market through the announcement of its full-year and half-year results, the posting of such announcements onto the Company's website in a timely manner and by mailing copies of the Annual Report and Accounts to shareholders. These are also made available for discussion with shareholders at the Company's AGM.

·      Departmental heads liaise regularly and meet formally on a monthly basis to share and review information on the Company's progress and to discuss progress within their specific areas of responsibility.

·      Other members of staff are briefed informally on an ad-hoc basis via the Tavistock intranet and more formally through emails from the Chief Executive and other senior management as appropriate. In addition, a series of presentations are delivered at the Annual Company Day. On-line meetings are used whenever practical to replace physical ones thereby reducing the level of unnecessary business travel.

BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board is responsible for formulating, reviewing and approving the Group's strategy, budgets and corporate actions. The Board is also responsible for ensuring a healthy corporate culture. The Board currently comprises two Executive Directors and two Non-Executive Directors.

The Executive Directors are:

The Non-Executive Directors are:

Oliver Cooke                         Non-Executive Chairman

Peter Dornan

All members of the Board are equally responsible for the management and proper stewardship of the Group and each Director is required to stand for re-election at least once in every three years.

Peter Dornan has a strong compliance background and is considered to be fully independent of management and free from any business or other relationship with the Company or Group and is thus able to bring independent judgement to issues brought before the Board.

The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. In the year under review the Board met 15 times with no apologies for absence being recorded. Directors are free to take independent professional advice as they consider appropriate at the Company's expense.

The Board has established two Committees with clearly defined terms of reference and detailed below are the members of the Committees and their duties and responsibilities.

Audit Committee

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported. It receives reports from the Group's management, the Company's Risk Committee and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.

The members of the Audit Committee are as follows:

Peter Dornan                                     (Non-Executive Director)             Committee Chairman

Oliver Cooke                                      (Non-Executive Chairman)         

Oliver Cooke is a Chartered Accountant and used to be a partner in a firm in public practice.

The Committee approves the appointment and determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee has unrestricted access to the Company's auditors.

During the year under review the Audit Committee met twice and all members of the Committee were in attendance.

Remuneration Committee

The Remuneration Committee is comprised of the two Non-Executive Directors, Peter Dornan and Oliver Cooke, and is chaired by Peter Dornan.

During the year the Committee formally adopted the Company's new MIFIDPRU Remuneration Code Policy Statement (SYSC19G).

Consistent with this Policy Statement, the Committee then divided its oversight function into two separate areas, with new terms of reference for each, as follows.

1)    The main Committee reviews the performance of those members of the senior management team, including the Executive Directors, who are deemed to be 'Risk Takers' within the business, and will approve any proposed changes to their remuneration packages, terms of employment and participation in share option schemes and other incentive schemes.

2)    A separate sub-committee has been formed to review the performance and oversee the remuneration of all other Group employees.

The remuneration of the Non-Executive Directors is determined by the Board.

No Director may vote in connection with any discussions regarding their own remuneration.

For the year under review, three Remuneration Committee meeting were held, and both members of the Committee were in attendance.

Nomination Committee

The Directors do not consider it necessary, or appropriate, at present to establish a Nomination Committee given the size of the Company. This will be kept under review as the Company develops.

TAVISTOCK INVESTMENTS PLC

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Principal Activities, Review of the Business and Future Developments

The principal activities of the Group during the year were the provision of support services to a network of financial advisers and the sale of term-life and other protection policies to retail clients. The key performance indicators recognised by management are gross revenues and operating profit, as represented by adjusted EBITDA.

An overall review of the Group's performance during the year and its future prospects is given in the Chairman's Statement and in the Strategic Report.

Substantial shareholdings

The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 26 September 2024:

Directors

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

Oliver Cooke

Non-Executive Chairman, aged 69

Oliver has over 40 years of financial and business development experience gained in a range of quoted and private companies including over thirty years' experience as a public company director. He has considerable experience in the fields of corporate finance, strategic transformation, acquisitions, disposals and fundraisings. Oliver is a Chartered Accountant and a Fellow of the Association of Chartered Certified Accountants. On 1 June 2024 Oliver stepped down as an Executive Director of the Company and took up a new role as the Company's Non-Executive Chairman.

Brian Raven

Group Chief Executive, aged 68

Brian has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international Group, listed on AIM, with a market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.

Johanna Rager

Group Finance & Operations Director, aged 55

Johanna is an accomplished Finance Director with over 20 years of professional achievement in multinational companies. She has a track record of delivering strategic, commercial and operational solutions across global organisations, including the implementation of complex Mergers and Acquisitions. Johanna has proven ability to deliver top and bottom lines and adapt to ever-changing business environments while focusing on talent development and lean processes.

Roderic Rennison

Non-Executive Director, aged 69 - resigned 30 June 2024

Roderic has more than 40 years of experience in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters. He provides consultancy services in the sector to a range of providers, fund managers and intermediaries and particularly specialises on the Retail Distribution Review, for which he chaired the professionalism and reputation work stream.

Peter Dornan

Non-Executive Director, Chairman of Audit and Remuneration Committees, aged 68

Peter has spent more than 40 years in the financial services industry. Having joined AEGON in 1981 as a sales consultant he progressed through a series of sales and general management positions to being appointed to the executive management board in 1999. He had executive responsibility for post-acquisition integration of a number of businesses including Guardian Assurance, Positive Solutions and Origen. Peter was also responsible for Scottish Equitable International in Luxembourg from 1996 until 2002 and was appointed chairman of AEGON Ireland when it was launched in 2002. Since 2012, Peter has acted as a consultant to a number of businesses within the financial services sector with a particular emphasis on governance, risk management and financial controls.

Diversity

Tavistock is an equal opportunities employer and does not discriminate against staff on the basis of disability, age, religious belief, gender, ethnicity or sexual orientation.

Greenhouse gas emissions

The Group currently has minimal greenhouse gas emissions to report from its operations and does not have responsibility for any other emission producing sources, as defined by the Companies Act 2006 (Miscellaneous Reporting) Regulations 2018. As a consequence, it has not published a GHG Emissions Statement.

Communication with shareholders

The Board continues to welcome constructive engagement with shareholders. Each shareholder receives a copy of the annual report, which contains the Chairman's Statement. The annual and interim reports, together with other corporate press releases are made available on the Company's website www.tavistockinvestments.com. The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice convening the meeting is issued with 21 clear days' notice. Separate resolutions are proposed on each substantially separate issue.

Going concern

The Board remains confident that the business has sufficient cash resources to meet its working capital requirements for the foreseeable future, being at least twelve months from the date of approval of financial statements, and to justify use of the going concern assumption as the appropriate basis on which to prepare the Group's accounts.

Financial instruments

Details of the use of financial instruments by the Group are contained in Note 16 of the financial statements.

Share Capital

Full details of the Company's share capital can be found in Note 17 to the accounts.

Charitable and Political Donations

The Group made £9,782 in charitable donations in the year (2023: £3,790).

Dividends

In 2023, the Company paid an interim dividend of 0.07p per share and it remains the Board's intention to pay further interim dividends when considered appropriate. The timing and quantum of the next dividend payment will be assessed in due course.

Auditors

A resolution reappointing RPG Crouch Chapman LLP will be proposed at the Annual General Meeting in accordance with S489 of the Companies Act 2006.

Supplier payment policy

The Group's policy is to agree terms of payment with suppliers when entering into a transaction, ensure that those suppliers are aware of the terms of payment by including them in the terms and conditions of the contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2024 represented 24 days' purchases (2023: 28 days).

Internal control

The Group has adopted the QCA's Corporate Governance Code. The key elements of the internal control systems, which have regard to the size of the Group, are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined, and authority only delegated where appropriate, and that regular management accounts are presented to the Board to enable the financial performance of the Group to be analysed.

The Directors acknowledge that they are responsible for the system of internal control, which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.

Directors' responsibilities

The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial period.  Under that law the Directors have elected to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with UK adopted international accounting standards including Financial Reporting Standard 101, the Financial Reporting Standard applicable in the UK and Republic of Ireland and applicable law. 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. 

The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 

In preparing these financial statements, the Directors are required to:

·   select suitable accounting policies and then apply them consistently,

·   make judgements and estimates that are reasonable and prudent,

·   for the Group financial statements, state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006,

·   for the parent Company financial statements, state whether applicable UK adopted international accounting standards including Financial Reporting Standard 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and

·   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website.  Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of the Company's website is the responsibility of the Directors.  The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors' interests

The Directors' beneficial interests in the Ordinary Share Capital and options to purchase such shares are as follows:

Directors' statements as to disclosure of information to auditors

The Directors have taken all of the steps required to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information.

The Directors are not aware of any audit information of which the auditors are unaware.

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

Oliver Cooke

Chairman

28 September 2024

TAVISTOCK INVESTMENTS PLC

AUDIT COMMITTEE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

On behalf of the Board, I am pleased to present the Audit Committee report for the financial year ended 31 March 2024.

Principal Responsibilities of the Committee

·    Ensuring the financial performance of the Group is properly reviewed, measured and reported;

·    Monitoring the quality and adequacy of internal controls and internal control systems implemented across the Group;

·    Receiving and reviewing reports from the Group's management and auditors relating to the interim and annual accounts;

·    Reviewing reports from the Company's Risk Committee and considering risk management policies and systems;

·    Advising on the selection, appointment, re-appointment and remuneration of independent external auditors and scheduling meetings with external auditors, independent of management where appropriate, for discussions and reviews; and,

·    Reviewing and monitoring the extent and independence of non-audit services provided by external auditors.

Members of the Committee

The Committee members during the year were the Non-Executive Directors, Peter Dornan (Committee Chairman), Roderic Rennison, and Oliver Cooke who is a Chartered Accountant and has previously served as a partner in public practice.

On 1 June 2024, after 11 years in office, Oliver Cooke stepped down as an Executive Director of the Company and took up a new role as the Company's Non-Executive Chairman. On 30 June 2024, Roderic Rennison stepped down from the Company and from the Audit Committee to pursue other business interests.

The Committee met twice during the year, with all members in attendance on each occasion.

Audit Process

The audit process commenced with the preparation by the auditors of an audit plan, which contained information regarding the proposed audit process, timetable, targeted areas and the general scope of work and considered any pertinent matters or areas for special inclusion. This plan was presented to the Committee and following due consideration was approved.

Following the audit, an Audit Findings Report was prepared by the auditors and submitted to the Audit Committee, and this was followed by a conference call with the Committee to review and discuss the contents of the Report. The Audit Committee then provided a report to the Board together with its recommendations. For the year ended 31 March 2024, no major areas of concern were highlighted.

Risk Management and Internal Control

As referred to under Principle 4 of the Corporate Governance Report, the Group has established a separate Risk Committee, whose role is to identify, monitor and report on the risks faced by the Company. The Audit Committee reviews reports produced by the Risk Committee from time to time and considers that the framework is operating effectively.

The Audit Committee reviewed the non-audit services provided by the Company's auditors and considered that there was no threat to their independence in the provision of these services and that satisfactory controls were in place to ensure this independence.

Internal Audit

At present, the Group does not have a designated internal audit function. However, the Committee believes that despite this, management is able to derive assurances as to the adequacy and effectiveness of internal controls and risk management procedures.

Approved by the Committee and signed on its behalf by

Peter Dornan

Committee Chairman

28 September 2024

TAVISTOCK INVESTMENTS PLC

REMUNERATION COMMITTEE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Compliance

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

The Remuneration Committee

For reasons of independence the only members of the Remuneration Committee are the Company's Non-Executive Directors. 

On 1 June 2024, after 11 years in office, Oliver Cooke stepped down as an Executive Director of the Company and took up a new role as the Company's Non-Executive Chairman. In this role he was invited to join the Committee. On 30 June 2024, Roderic Rennison stepped down from the Company and as Chairman of the Audit Committee to pursue other business interests. Peter Dornan took over as Chairman of the Committee.

The Committee is mindful of the need to attract, retain and reward key staff. It reviews the scale and structure of the Executive Directors' and senior employees' remuneration, the terms of their service agreements and the extent of their participation in share option schemes and any other bonus arrangements.

The remuneration of, and the terms and conditions applying to, the Non-Executive Directors are determined by the entire Board.

During the year under review, the Remuneration Committee met three times with both members in attendance.

Service contracts            

Directors' remuneration

Details of each Director's remuneration are provided in Note 6 to the financial statements entitled Staff Costs.

Directors' interest in shares

Details of the Directors beneficial shareholdings as at 31 March 2024 can be found in the Directors Report.

Approved by the Committee and signed on its behalf by

Peter Dornan

Committee Chairman

28 September 2024

TAVISTOCK INVESTMENTS PLC

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

FOR THE YEAR ENDED 31 MARCH 2024

Opinion

We have audited the financial statements of Tavistock Investments Plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 March 2024 which comprise the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Consolidated statement of changes in equity, the Consolidated statement of cash flows, the Company statement of financial position, the Company statement of changes in equity and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS). The Company financial statements have been prepared in accordance with applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework (UK GAAP).

In our opinion:

·    the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 31 March 2024 and of the Group's profit for the year then ended;

·    the Group financial statements have been properly prepared in accordance with IFRS;

·    the Company financial statements have been properly prepared in accordance with UK GAAP; and

·    the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included:

·    Review budgets and cash flows projections up to 31 March 2026;

·    Comparison of budget to past performance;

·    Sensitise cash flows for variations in trading performance and working capital requirements;

·    Consider if there is any other information brought to light during the audit that would impact on the going concern assessment; and

·    Review of working capital facilities and assess headroom available in the projections.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Tavistock Investments Plc's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our approach to the audit

In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. We performed full-scope audits of the material components of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. Each matter identified was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters identified are listed below.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

We have based materiality on 1.75% of revenue for the operating components. This benchmark is considered to be the most significant determinant of the group's financial performance used by the users of the financial statements. Overall materiality for the Group as a whole was set at £0.7m. For each component, the materiality was set at a lower level. The Company materiality was set at £0.5m, based on 1.75% of gross assets, capped at 75% of group materiality as that is deemed the considered the most appropriate measure for a holding company.

We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the group financial statements. We also report to the Audit Committee on financial statement disclosure matters identified when assessing the overall consistency and presentation of the consolidated financial statements.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

·    the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·    the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·    adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·    the parent company financial statements are not in agreement with the accounting records and returns; or

·    certain disclosures of directors' remuneration specified by law are not made; or

·    we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities on pages 17 to 19, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

·    We obtained an understanding of the legal and regulatory frameworks within which the Company/Group operates focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

·    We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Wilson MA, FCA

Senior Statutory Auditor

for and on behalf of RPG Crouch Chapman LLP

Chartered Accountants and Statutory Auditors

40 Gracechurch Street

London

EC3V 0BT

28 September 2024

RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales with registered number OC375705.

TAVISTOCK INVESTMENTS PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2024

No other comprehensive income during the year (2023 - £Nil)

The notes form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC                                                                                                                                                                                                                                                                                                                                                                                                                            Company number: 05066489

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2024

The financial statements were approved by the Board and authorised for issue on 28 September 2024.

Oliver Cooke

Chairman

The notes form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2024

The notes form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

The notes form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC

CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

The notes form part of the Group financial statements.

TAVISTOCK INVESTMENTS PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

1.            ACCOUNTING POLICIES

Principal accounting policies

Tavistock Investments Plc ("The Company") is a public company limited by share capital, incorporated in the United Kingdom with registered company number 05066489 and its registered office is at 1 Queen's Square, Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements have been prepared in accordance with UK adopted International Financial Reporting Standards ("IFRS") in conformity with the requirements of the Companies Act 2006.

The financial statements are presented in pounds sterling and all values are rounded to the nearest thousandth (£'000), except when otherwise indicated.

Basis of Consolidation

The Group comprises a holding company and several individual subsidiaries and all of these have been included in the consolidated financial statements in accordance with IFRS10 Consolidated Financial Statements and the principles of acquisition accounting as laid out by IFRS 3 Business Combinations. Subsidiaries are consolidated from the date of their acquisition, being the date on which the group obtains control and continue to consolidate until the date such control ceases. Control comprises the power to govern the financial and operating policies of the subsidiary so as to obtain benefit from its activities.

Two new subsidiaries, Tavistock Select LLP and Tavistock Protect LLP, have different accounting periods than the rest of the Group. For the purpose of these financial statements, the subsidiaries have been included for the 12-month period ending 31 March 2024 only.

Revenue recognition

Revenues within the advisory business are predominantly comprised of advisory support commissions. Income is recognised and accrued for when control has transferred, the resulting cash will then be received at the point the underlying transaction settles.

Revenues within the investment management business are calculated as a percentage of funds under management. Income is calculated daily and is received and recognised monthly. The charges are collected directly from the assets held and there are no significant payment terms. All revenues arise over time and are received in arrears, none are linked to subsequent performance obligations.

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. Acquisitions have been accounted for under acquisition method of accounting.

Also included within intangible assets are various assets separately identified in business combinations (such as FCA permissions, established systems and processes, adviser and client relationships and brand value) to which the Directors have ascribed a commercial value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is generally considered to be between 5 and 10 years.

During the year the Group has invested in the development of a number of key initiatives designed to generate additional FUM inflows. Where appropriate, this expenditure has been capitalised as intangible assets.

Intangible assets (continued)

Intangible assets are initially recognised at cost.

Costs that are directly associated with the production of identifiable and unique products controlled by the Group and capable of producing future economic benefits are recognised as intangible assets. Direct costs include employee costs and directly attributable overheads. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are recognised as assets only if all of the following conditions are met:

·           an asset is created that can be separately identified,

·           it is probable that the asset created will generate future economic benefits; and

·           the development cost of the asset can be measured reliably.

Client lists, regulatory approvals and systems and internally developed assets are considered to have a finite useful life and are only amortised once ready for use. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed 10 years.

Financial assets

Deferred consideration received, accrued income and receivables: These assets are deemed to be non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective interest method.

Financial liabilities

Payments made under leases (net of any incentives received from the lessor) have been recognised in accordance with IFRS 16 as follows:

The Group's leases primarily relate to properties. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Property leases will often include extension and termination options, open market rent reviews, and uplifts.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the individual lessee company's incremental borrowing rate (5.75%) taking into account the duration of the lease. The weighted average lessee's incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application.

The lease liability is subsequently measured at amortised cost using the effective interest method, with the finance cost charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received. The right-of-use asset is typically depreciated on a straight-line basis over the lease terms. In addition, the right-of-use asset may be adjusted for certain remeasurements of the lease liability, such as market rent review uplifts. Please refer to Note 10 for further details.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Fair value is calculated using the Black-Scholes model, details of which are given in Note 18.

Tangible fixed assets

Tangible fixed assets are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

The method of depreciation for each class of depreciable asset is:

Computer equipment                                                        -     3 years straight line

Office fixtures, fittings & equipment                              -     5 years straight line

Motor Vehicles                                                                   -     5 years straight line

Impairment of Assets

Impairment tests on goodwill are undertaken annually at the reporting date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible.

In assessing the carrying value of Assets, the Directors have used 5-year forecasts and discounted the anticipated future cashflows by entity and assets class over 5 years and then in perpetuity using a discount rate of 15%. In all scenarios, the recoverable amount exceeded the carrying value.

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e.the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of tangible fixed assets is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income.

Taxation and deferred taxation

Corporation tax payable is provided on taxable profits at prevailing rates.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Statement of Financial Position differs from its tax base, except for differences arising on:

·           the initial recognition of goodwill; and

·           the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Taxation and deferred taxation (continued)

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

·           the same taxable Group company; or

·           different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement is recognised when, and only when, it is virtually certain that reimbursement will be received if the Company settles the obligation. The reimbursement is treated as a separate asset. The amount recognised for the reimbursement cannot exceed the amount of the provision.

As referenced in Note 14, settlement in relation to the claims provision has been made on a case by case basis in respect of the cost of defending claims and, where appropriate, the estimated cost of settling claims. Where recovery of the cost of settlement is expected to be virtually certain, a corresponding asset is recognised. Any net provision expense is recognised in the Group's statement of comprehensive income.

2.        CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these financial statements has required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and estimates is contained below, as well as in the accounting policies and accompanying notes to the financial statements.

   Impairment of goodwill and other intangible assets

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. Other intangible assets are tested whenever circumstances indicate that their carrying value may not be recoverable. The recoverable amount is estimated based on value in use calculations.

In assessing the carrying value of Goodwill the Directors have used 5-year forecasts which have been discounted by entity over 5 years and then in perpetuity using a discount rate of 15%. The forecast assumes no annual growth in revenue after year one and a 2% annual increase in costs. Sensitivity analysis was also performed alongside this to create various scenarios, with different growth rates. In all scenarios, the recoverable amount exceeded the carrying value.

Internally Developed Intangible Assets

Included in the amount capitalised in respect of key initiatives are apportioned staff costs. Staff costs are capitalised where the relevant staff member is directly involved in the product development process. Management estimates the amount of time each employee has spent on each project during the reporting period and prorate the staff costs accordingly.

Share based payments

The share-based payment charge to the Profit or Loss account is estimated from the operation of the Black-Scholes Model in respect of share options granted by the Company as referred to in more detail in Note 18.

Amortisation of Development costs and other Intangibles

Product development costs are being amortised over 10 years. The estimated useful economic life of the intangible assets are based on management's judgement and experience. When management identifies that the actual useful economic life differ materially from the estimates used to calculate amortisation, that charge is adjusted accordingly.

A segmental analysis of revenue and expenditure for the year is: