Tavistock Investments Plc Annual Report 2020

Plain-text annual report

REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020 Company Number: 05066489 2020RECOVERYCONTENT Chairman’s statement Strategic report Corporate governance report Directors’ report Audit committee report Remuneration report Independent auditor’s report Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes forming part of the consolidated financial statements Company balance sheet Company statement of changes in equity Notes forming part of Company financial statements Advisers PAGE 2 - 6 7 - 9 10 - 14 15 - 19 20 21 - 22 23 - 27 28 29 30 31 - 32 33 - 49 50 51 52 - 57 58 TAVISTOCK INVESTMENTS PLCREPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020 The Group is reporting an increased level of adjusted EBITDA (being earnings before interest, taxation, depreciation and amortisation as adjusted for share based payments, exceptional items and for the one-off intangible asset impairment provision detailed below), as it has done each year since its formation. Adjusted EBITDA for the year under review of £1.83 million is 24% higher than the prior year’s £1.48 million. This is particularly satisfying, given the various factors that adversely impacted financial markets and the wider economic landscape during the year. Investment Management Tavistock Wealth increased gross revenues by 13% to £5.5 million (£4.9 million in the prior year) and the level of discretionary funds under management (“FUM”) rose by 6% to over £1 billion (£945 million for the prior year). The FUM number was, of course, severely impacted immediately prior to the year-end, by the pace and severity of the decline in financial markets; the worst since 1929. The strong performance of Tavistock’s ACUMEN Protection Portfolios has contributed significantly to the success of this business. Designed specifically to shield clients from sharp and sustained falls in financial markets, they feature an automated algorithmic safeguard. If markets fall, as volatility increases, the algorithm triggers movement out of investment assets and into cash; when markets recover, as volatility decreases, the reverse is triggered, with cash being gradually reinvested into higher risk assets. These funds perform well when used as a bond substitute within clients’ investment portfolios. The newest fund, the ACUMEN ESG Protection Portfolio, has performed particularly effectively since its launch on 5 December 2019, with its NAV (net asset value) having declined by less than 1%. Morgan Stanley & Co International Plc provides the ESG Protection Portfolio with its protection level, set at 90% of its NAV’s highest ever value. This protection enables investors to both limit their downside exposure, and lock in 90% of performance upside. Industry recognition is increasing and Tavistock Wealth has again been shortlisted as a finalist for various awards later in 2020; “Company of the Year” and “Best Discretionary Fund Manager” in the Money Marketing Awards 2020, and “Best DFM” and “Innovation Award” in the Moneyfacts Investment Life & Pensions Awards 2020. 2 TAVISTOCK INVESTMENTS PLCCHAIRMAN’S STATEMENTFOR THE YEAR ENDED 31 MARCH 2020Advisory The Group’s advisory business also performed well, generating gross revenues of £23.3 million, 4% ahead of the prior year (£22.5 million). Thus, fully recovering the income previously generated by the poorer performing appointed representative firms that had been removed from the Group. A number of initiatives have recently been taken to further develop this business and to enhance its contribution to the Group’s profitability. Financial review Coronavirus Impact, Mitigation and Going Concern and Business Viability Review Management responded swiftly to the onset of the pandemic, the Government imposed lock-down measures and the markets’ reactions to these events. A variety of measures were introduced to mitigate the potential harm to the business, including the rapid adoption of new technology-based work practices and the implementation of business continuity plans, enabling the entire Group to move to home-based working while cost reductions were made. Voluntary salary waivers by all senior management and the significant majority of other staff, together with use of the Government’s furlough scheme, have enabled the Company to continue to trade profitably at the adjusted EBITDA level and also to record profits at the pre-tax level during lock-down. Given the exceptional circumstances, the Board undertook a detailed review of the Group’s business to confirm the continued propriety of the going concern assumption as the basis on which to prepare the accounts for the year ended 31 March 2020. As a part of this review process, new budgets were prepared on a worst-case scenario basis, a capital repayment holiday was secured on the Company’s NatWest term loan facility and costs were removed from the business where possible. I am pleased to report that the Board remains confident that the business will now continue to trade profitably at the pre-tax level and as a consequence, the going concern assumption continues to be the appropriate basis on which to prepare the Group’s accounts. Intangible Asset Impairment Review The Board is conscious that the Group’s pre-tax profit performance is adversely impacted each year by amortisation charges relating to the intangible assets, other than Goodwill, held on its balance sheet (predominantly relating to past business acquisitions). These assets are currently being written off over a 5 – 10 year period, in line with the Group’s accounting policies on amortisation. The Board is also mindful of the current uncertainty regarding the long-term consequences of the coronavirus pandemic, as well as the forthcoming recession, and the ultimate impact these may have on the Group’s business. Therefore, in addition to reviewing and confirming the carrying value of Goodwill at the year-end date, the Board has conducted a specific review of the carrying value of the Group’s other intangible assets. It has concluded that the acquired value of these assets (being that generated by the former owners of the business units), has been superseded by the input of the Group’s current management team. The Board has therefore decided that it would be both prudent and appropriate for the amortisation of these assets to be accelerated so as to write the carrying value down to nil at the year-end date. 3 TAVISTOCK INVESTMENTS PLCCHAIRMAN’S STATEMENT (continued)FOR THE YEAR ENDED 31 MARCH 2020Consequently, a one-off impairment provision of some £5 million against the carrying value of these assets has been put through this year’s profit or loss account. Having made this provision, the future amortisation charges relating to these assets will be reduced by approximately £1 million per annum, which in turn will enable the Group’s annual pre-tax profit to better reflect its current operational performance. Financial Performance Revenue in the Investment Management business is directly linked to the value of FUM and in the Advisory business is directly linked to the value of AUA (assets under advice). The market value of these assets was subjected to considerable downward pressure, at various times during the year. Initially, this was as a consequence of the parliamentary paralysis associated with Brexit and the subsequent general election, and latterly as a direct consequence of the coronavirus pandemic. Despite these challenges, the Group continued to grow the level of EBITDA and for the year ended 31 March 2020, has reported EBITDA of £1.83 million, a 24% increase over the previous financial year (£1.48 million). Having made the intangible asset impairment provision referred to above, the reported Operating loss was £5.5 million (Operating profit for the year ended 31 March 2019 was £156,000). Gross revenues at £28.8 million were 5% ahead of the prior year (£27.3 million) and gross profit at £11.8 million was 6% ahead of the prior year (£11.1 million). At the year end, as a further consequence of the intangible asset impairment provision, the Group’s net assets had reduced from £20 million at 31 March 2019 to £15.4 million. The Group generated £2.4 million from operations (31 March 2019: £1.2 million) and raised £650,000 of new equity capital. After making £3.4 million of payments (31 March 2019: £2 million) during the year on loan repayments, finance costs, deferred consideration obligations, the purchase of client books and the development of key initiatives, the Group had cash resources at year end of £2.4 million (31 March 2019: £3.1 million). Adjusted EBITDA is highlighted in the table below. This is considered to be the most appropriate measure of the Group’s performance as it removes the distorting effect of one-off gains and losses that arise on acquisitions, as well as the impact of non-cash items. 4 TAVISTOCK INVESTMENTS PLCCHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2020The financial performance of the Group during the past two years can be summarised as follows: Year ended 31 Mar 2020 £’000 Year ended 31 Mar 2019 £’000 Movement Gross revenues Adjusted EBITDA Depreciation & amortisation Additional depreciation resulting from the introduction of IFRS 16 Share based payments Profit from Operations- before exceptional items Impairment of intangible assets Acquisition related costs & exceptional items Reported (loss)/profit from Operations Loss per share Net assets at year end Cash resources at year end 28,803 1,825 (1,295) (275) (229) 26 (5,039) (460) (5,473) (0.95)p 15,404 2,416 27,342 1,475 (1,053) - (248) 174 - (18) 156 0.02p 19,996 3,116 5% increase 24% increase 23% increase 8% decrease 85% decrease *below 23% decrease 22% decrease *See detail above - as a consequence of making this provision, it is anticipated that pre-tax profit will increase by some £1 million per annum in future years. In March 2020, the Company successfully raised an additional £650,000 of equity capital through the issue of 32,500,000 new ordinary shares of 1p each (the “Placing Shares”) at an issue price of 2p per share (the “Placing”). 30,000,000 Placing Shares, equivalent to 4.94% of the Company’s issued share capital as enlarged by the Placing, were issued to an experienced industry figure, Hugh Simon, and the Board is pleased to welcome him as a significant new investor in the Company. The balance of the Placing Shares were issued to members of the management team, including Brian Raven and myself. Hugh Simon is the Chief Executive, and ultimate owner, of the Hamon Investment Group (“Hamon Group”), an asset management Group based in Hong Kong and London. Since being founded by Hugh in 1989, Hamon Group has grown into a multi-asset boutique manager. In the UK, Hamon Group owns GEM (global emerging market) equity fund manager, Blackfriars Asset Management, which it acquired from BNY Mellon in 2011. Hamon Group is licenced in Hong Kong, Korea, Ireland, and the UK. Blackfriars Asset Management is regulated by the Financial Conduct Authority. Hugh’s interest is to develop a meaningful stake in the UK Wealth Management sector, and he has identified the Company as a cornerstone investment. The Company and Hamon Group are interested in identifying acquisition opportunities in the wealth and asset management sectors in the UK and Europe. The Board believes that a strategic partnership with Hamon Group provides an opportunity to significantly increase the assets invested in the Company’s funds, particularly the 90% Protection Portfolios managed with Morgan Stanley & Co International Plc. 5 TAVISTOCK INVESTMENTS PLCCHAIRMAN’S STATEMENT (continued)FOR THE YEAR ENDED 31 MARCH 2020Post Balance Sheet Events The Group’s available cash resources have been strengthened, after the reporting date, by securing a one year capital repayment holiday on its existing term loan facility with NatWest, and by entering into a new, additional, £2.13 million CBILS (coronavirus business interruption loan scheme) facility. This facility has a six-year term, with a capital repayment holiday and interest paid by the Government in year one, and can, at the Company’s discretion, be repaid early at any time without financial penalty. Trading during the first quarter of the current financial year has been ahead of the Board’s expectations. The swift action taken to mitigate the impact of the COVID-19 lockdown has ensured that the Company continues to trade profitably at the adjusted EBITDA level and also to record profits at the pre-tax level. The Company’s Chief Investment Officer, Christopher Peel, has stepped down and been replaced by his deputy, John Leiper, who has managed the investment team since joining the business over three years ago. Future Prospects The Group’s performance during the year is considered particularly satisfying in light of the volatile economic landscape in which it was operating, as it continued the progress it has achieved since inception. It is, currently, extremely challenging to assess future performance expectations. The long-term consequences of the coronavirus pandemic, the forthcoming recession and the ultimate impact that these might have on the Group’s business, are all unknown. However, the Board remains confident that the business will emerge from the current crisis in good shape and will continue to grow and trade profitably. For reasons of expediency, the Directors chose not to pay a dividend in relation to the current year but intend to take the steps necessary to enable the Company to resume the payment of dividends in the near term (2019: dividend of £57,528). I would like to take the opportunity to acknowledge the significant contribution made during the year by our excellent staff and to thank them once again for their hard work and dedication, as well as the tremendous support that they have given to the Group during the COVID-19 crisis. I look forward to updating you further. Oliver Cooke - Chairman 22 July 2020 6 TAVISTOCK INVESTMENTS PLCCHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2020 Business Review In reviewing the performance of the business, the principle KPIs (Key Performance Indicators) monitored by management are gross revenues, the level of FUM, and adjusted EBITDA. The Group’s prime objective is to increase the level of FUM, as the investment management business has been established to have a predominately fixed overhead base, which enables additional revenues to contribute directly to the Group’s profitability as measured by adjusted EBITDA. Management is also focused on controlling and improving the balance between regulatory risk and commercial return. This is achieved through the judicious increase of operating margins and by eliminating those areas of the business that are deemed incapable of generating an acceptable level of return. In light of the above, and the explanations given in the attached Corporate Governance Report (page 10), the Board considers the Group to be in full compliance with the requirements of s172. Group During the year, the Group has reported a 24% increase in the level of adjusted EBITDA to £1.83 million (2019 £1.48 million). Gross revenues rose by 5% from £27.3 million in 2019 to £28.8 million, this despite the removal of a number of poorer performing appointed representative (“AR”) firms from the Group. The Board consider this to be a creditable performance when viewed against an economic backdrop, that encompassed BREXIT, a general election and most recently, a global pandemic. In March 2020, the Company successfully raised an additional £650,000 of equity capital through the issue of 32,500,000 new ordinary shares of 1p each at an issue price of 2p per share. 30,000,000 of these shares, equivalent to 4.94% of the Company’s enlarged share capital, were issued to an experienced industry figure, Hugh Simon, who is the Chief Executive, and ultimate owner, of the Hamon Group an asset management Group based in Hong Kong and London. The Company and Hamon Group are interested in identifying acquisition opportunities in the asset management sector in the UK and Europe. The Board believes that a strategic partnership with Hamon Group provides an opportunity to significantly increase the flow of funds into the Group’s investment management business. Investment Management During the year, the business increased gross revenues by 13%, to £5.5 million (2019 £4.9 million). These revenues are directly linked to the value of FUM which were severely impacted by the pace and severity of the decline in financial markets immediately prior to the year-end. Notwithstanding, the business increased the level of FUM by 6% to over £1 billion (2019 £945 million). Of particular note, was the strong performance of the Company’s Protection Portfolios, which had been designed specifically to protect clients from sharp and sustained falls in financial markets. The newest fund, the ACUMEN ESG Protection Portfolio, had performed particularly effectively since its launch on 5 December 2019, with its NAV having declined by less than 1%. Advisory Business The business successfully made up the income previously generated by the “AR” firms that had been removed from the Group and increased gross revenues by 4% to £23.4 million (2019 £22.5 million). A number of initiatives have recently been taken to further develop this business and to enhance its contribution to the Group’s profitability. 7 TAVISTOCK INVESTMENTS PLCSTRATEGIC REPORTFOR THE YEAR ENDED 31 MARCH 2020The Chairman’s Statement contains further details on the impact of the coronavirus pandemic, the measures taken to mitigate the potential harm to the business, and on the progress and f inancial performance of the Group. In the current financial year, the Board’s focus will be on the following areas: • • • • • • further initiatives to mitigate the impact of the pandemic, continuing the growth in FUM, improving access to the Group’s products and services, the development of further relationships with strategic channel partners, promoting the use of the Group’s protected funds, and launching a low cost, functionally rich, Tavistock Platform service. Impairment of Intangible Assets As outlined in the Chairman’s Statement, the Board has conducted a specific review of the carrying value of the Group’s intangible assets, other than Goodwill, at the year-end date and the corresponding impact that the amortisation charge has on financial performance. The Board has concluded that it would be both prudent and appropriate for the amortisation of these assets to be accelerated so as to write the carrying value down to nil at the year-end date. As a consequence, a one-off impairment provision of some £5 million against the carrying value of these assets has been put through this year’s profit or loss account. Having made this provision, the amortisation charges relating to these assets in future years will be reduced by approximately £1 million per annum, which in turn will enable the Group’s annual pre-tax profit to better reflect its current operational performance. Financial Review Adjusted EBITDA rose by 24% to £1.83 million on gross revenue of £28.8 million, equivalent to 6.4% (year ended 31 March 2019: adjusted EBITDA of £1.48 million on gross revenue of £27.3 million, equivalent to 5.4%). Having made the impairment provision referred to above, the reported Operating loss was £5.5 million (2019 Operating profit £156,000) and at the year-end the Group’s net assets were £15.4 million (31 March 2019: £20 million). The Group generated £2.4 million from operations (2019: £1.2 million) and raised £650,000 of new equity capital. After making £3.4 million of payments during the year on loan repayments, finance costs, deferred consideration obligations, the purchase of client books and the development of key initiatives, the Group had cash resources at the year-end of £2.4 million (31 March 2019: £3.1 million). Risks and Uncertainties The most immediate risks facing the business are the unknown long-term consequences of the coronavirus pandemic and the widely anticipated recession. Having conducted a detailed review of the Group’s business to confirm the continued propriety of the going concern assumption as the basis on which to prepare the accounts for the year ended 31 March 2020, the Board remains confident that the business will continue to trade profitably. As a consequence, the going concern as- sumption continues to be the appropriate basis on which to prepare the Group’s accounts. Operationally, the principal commercial risk facing the business relates to the continued growth in the level of FUM. The Group is actively promoting the use of its protected funds, which have performed well in the current economic environment and is continuing to build relationships with strategic channel partners to assist with the distribution of its fund range. 8 TAVISTOCK INVESTMENTS PLCSTRATEGIC REPORT (continued)FOR THE YEAR ENDED 31 MARCH 2020TAVISTOCK INVESTMENTS PLC STRATEGIC REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020 Mindful of the need to protect client data and to prevent unauthorised access being made to its systems, the Group has subjected its systems to external review, conducted independent third-party penetration tests and installed additional email filtering software. The Group continues to face the usual risks of operating within a regulated environment, but to mitigate these risks the Board continues to actively promote an ethos of acting at all times with honour, dependability and vigilance, and a culture in which the client is placed at the centre of everything that the Group does. After the reporting date, the Company secured a one-year capital repayment holiday on its existing term loan facility, and has entered into a new £2.13 million, Government backed, Coronavirus Business Interruption Loan Scheme Facility with its bankers, NatWest. In light of the Group’s available cash resources, the Board is confident that the Group has sufficient working capital for its current needs. Future Prospects The Company responded swiftly to the onset of the coronavirus pandemic and to the need to move the entire Group to home-based working. It successfully implemented significant cost saving measures and is introducing a number of other initiatives to mitigate the potential impact on the business. These factors, when taken together with the strong performance and suitability of the Group’s protected funds in the current economic environment, give the Board confidence that the Company will emerge from the crisis in good shape. For reasons of expediency, the Directors chose not to pay a dividend in relation to the current year but intend to take the steps necessary to enable the Company to resume the payment of dividends in the near term. I look forward to updating you on our progress. Approved by the Board of Directors and signed on its behalf by Oliver Cooke - Chairman 22 July 2020 9 The Directors, in acknowledgement of the importance of good corporate governance, have adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), as the basis of the Company’s governance framework, and consider 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 Board recognises that good corporate governance can reduce risks within the business, can promote confidence and trust amongst its stakeholders and underpins the effectiveness of the Company’s management framework. The QCA Code includes ten broad principles that the Company holds in mind as it seeks to deliver growth to its 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: COMPANY’S APPLICATION OF THE QCA CODE Principle 1: Establish a strategy and business model which promote long-term value for shareholders • The management of retail investors’ funds on a discretionary basis, delivering an institutional quality service at a fair value price, lies at the heart of the Group’s operations. The basis upon which the Group’s investment management business has developed its funds, and the manner in which those funds are managed, have been designed to ensure, as far as it is practical to do so, that this business operates with a substantially fixed cost base. Once this cost base has been exceeded and the investment management business becomes profitable, which it has already achieved, the incremental revenues earned from additional inflows of FUM flow directly through to its bottom line and enhance the profitability both of the investment management business and of the Group. The business has achieved a very high level of asset retention. • The Group’s funds are designed to be both relevant and attractive to its customer base. For example, within the Group’s current fund range are three Protection Portfolios designed specifically to shield clients from sharp and sustained falls in financial markets, such as those that have occurred recently and are anticipated to recur with the onset of a recession or in the event of further waves of the coronavirus. Morgan Stanley & Co International Plc provides these funds with their protection levels, set at between 85-90% of their net asset value’s highest level. • The Group’s advisory business trades profitably in its own right and in addition, represents a channel for the distribution of the Group’s funds, subject to their being suitable for each client’s individual circumstances. • The Board’s focus is on managing the regulatory risks associated with the operation of advisory and investment businesses and on developing other distribution channels capable of generating fund inflows, thereby enhancing the Group’s profitability. • Key risks have been addressed in the Strategic Report. Principle 2: Seek to understand and meet shareholder needs and expectations • To ensure that its strategy, operational results and financial performance are clearly understood, the Company is committed to engaging with and updating its shareholders through its regulatory announcements, and practices two-way communication with both its institutional and private investors. From time to time it also attends investor events at which shareholders and potential shareholders are able to engage with the Company’s Executive Directors. • The Company believes that shareholder expectations are most effectively managed through the release of regulatory announcements and through discussion with shareholders at the Company’s Annual General 10 TAVISTOCK INVESTMENTS PLCCORPORATE GOVERNANCE REPORTFOR THE YEAR ENDED 31 MARCH 2020Meeting. All Board members endeavour to attend the AGM in person. • The Executive Directors meet regularly with the Company’s major shareholders and ensure that the views expressed by them are communicated fully to the Board. • Board members make themselves available to meet with shareholders and with potential investors as and when required. Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success • The Company recognises the importance of engagement with its stakeholder groups, which, in addition to investors, include its employees, clients, strategic partners and the relevant authorities. It also seeks to treat each of these groups in a fair and open manner. • The Company supports a national charity, the Clock Tower Foundation, and the involvement of staff in various local and national fund-raising events. • The Company endeavours to take account of feedback received from these stakeholders, and where appropriate to revise and improve its working arrangements. • Environmental responsibility and sustainability are important to the Company, and a number of initiatives have been pursued to improve the recycling of paper, to reduce the use of plastics and to reduce its carbon footprint through the greater use of online meeting technology and through a reduction in the number of office premises retained for use by its staff. Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation • The principal risks and uncertainties facing the Group are summarised in the Strategic Report. • The Company has in place a robust and effective Compliance department and regime, as it is required to do by regulation. Regular reports are prepared by this department and are submitted for review by the Board. • The Group has also established a separate Risk Committee, which examines and assesses the risks associated with all aspects of the Group’s operations. This committee has recently been strengthened through the recruitment of an experienced professional risk manager. Regular reports are prepared by this committee and are submitted to the Board. These reports are also reviewed by the Audit Committee. • The Group’s IT systems have been subjected to third party review, to independent penetration testing and have been enhanced through the installation of additional email filtering software. • Commercial risks and opportunities are considered by the Board and by the Group’s management board, which is comprised of the Executive Directors and the heads of all major Group functions. The management board liaises regularly and meets formally on a quarterly 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 page 14 of the Report and Accounts. The number of meetings held, and Directors’ attendance is 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 being approved and signed by the Chairman. 11 TAVISTOCK INVESTMENTS PLCCORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020• Both the Chairman, Oliver Cooke, and the Chief Executive, Brian Raven, have considerable experience of operating at board level in public and in private companies. The 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 Non-Executive Directors, Roderic Rennison and Peter Dornan, both have extensive sector knowledge and experience and come from strong regulatory backgrounds. • The Executive Directors devote the whole of their time to the business of the Group. The Non-Executive Directors devote one to two days per month to their 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 • Biographies for each of the Directors can be found in the Directors’ Report. • The 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. The Chief Executive Officer, in conjunction with other members of the executive team, ensures that the Directors’ 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 advisors, brokers, company secretary, legal counsel and various other external advisers on a number of matters, including corporate governance. • From time to time, members of the Board also participate in industry forums. Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement • The Group has established separate Remuneration and Audit Committees and through their operation 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. It remains the intention of the Board in due course to create a more formal process that will focus more closely on objectives and targets for improving performance. • Directors’ performance is open to assessment by shareholders and all Directors are subject to re-election by the shareholders at least once in every three years. Principle 8: Promote a corporate culture that is based on ethical values and behaviours • The Company actively promotes a culture in which the client is placed at the centre of everything that the Company does. Its ethos is, to act at all times with honour, dependability and vigilance. 12 TAVISTOCK INVESTMENTS PLCCORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020• The Company is also committed to providing a safe and secure environment for its employees, with its policies and procedures enshrined in the Company’s Employee Handbook, which 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 within the Company through the employment of Directors who have the confidence to express their views, through the prior circulation of briefing papers allowing adequate time for their proper consideration, through the open conduct of Board meetings 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, such as audit and remuneration, to specialist committees, has strengthened the governance structure within the Company. 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 online and meet formally on a quarterly basis to be briefed on the Company’s progress to discuss progress within their areas of responsibility. • Other members of staff are briefed informally on an ad-hoc basis and more formally through a series of presentations delivered to them at the annual Company Day. 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; Oliver Cooke Chairman Brian Raven Chief Executive Officer The Non-Executive Directors are; Roderic Rennison Peter Dornan 13 TAVISTOCK INVESTMENTS PLCCORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020The Non-Executive Directors have a strong compliance background and are considered to be independent. All Directors are required to stand for re-election at least once in every three years. All members of the Board are equally responsible for the management and proper stewardship of the Group. The Non-Executive Directors are independent of management and free from any business or other relationship with the Company or Group and are thus able to bring independent judgment 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 16 times with a total 2 apologies. 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 on. It receives reports from the Group’s management 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 Roderic Rennison (Non-Executive Director) Oliver Cooke (Chairman) The Committee approves the appointment of 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, Roderic Rennison and Peter Dornan, and is chaired by Roderic Rennison. The Remuneration Committee reviews the performance of the Executive Directors and approves any proposed changes to their remuneration packages, terms of employment and participation in share option schemes and other incentive schemes. No Director may vote in connection with any discussions regarding his own remuneration. For the year under review, two Remuneration Committee meetings were held, and all 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. 14 TAVISTOCK INVESTMENTS PLCCORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020Principal Activities, Review of the Business and Future Developments The principal activities of the Group during the year were the provision of investment management services and the provision of support services to a network of financial advisers. The key performance indicators recognised by management are gross revenues, operating profit, as represented by adjusted EBITDA, and the level of funds under management by the Group. 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 22 July 2020: Name Brian Raven Andrew Staley Lighthouse Group Plc Christopher Peel Hugh Simon Oliver Cooke Kevin Mee Paul Millott Helium Rising Stars Directors Number of Shares % of Ordinary Shares 66,172,362 55,953,204 30,487,805 30,035,277 30,000,000 27,709,256 27,475,963 26,902,417 26,873,378 10.89% 9.21% 5.02% 4.94% 4.94% 4.56% 4.52% 4.43% 4.42% Details of the Directors of the Company who served during the period are as follows: Oliver Cooke Chairman, aged 65 Oliver has over 40 years of financial and business development experience gained in a range of quoted and private companies including over twenty-five 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. Brian Raven Group Chief Executive, aged 64 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. Roderic Rennison Non-Executive Director, Chairman of Remuneration Committee, aged 64 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 15 TAVISTOCK INVESTMENTS PLCDIRECTORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2020together 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 Committee, aged 64 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 (Strategic Report and Directors’ Reports) Regulations 2013. As a consequence, it has not published a GHG Emissions Statement. Communication with shareholders The Chairman and the Chief Executive are available to meet with institutional shareholders and to answer questions from private shareholders. The Board is open to receiving constructive input from 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 In light of the coronavirus pandemic the Board undertook a detailed review of the Group’s business to confirm the continued propriety of the going concern assumption as the basis on which to prepare the accounts for the year ended 31 March 2020. Having completed this review, the Board remains confident that the business will now continue to trade profitably at the pre-tax level and as a consequence, the going concern assumption continues to be the appropriate basis on which to prepare the Group’s accounts. Adoption of IFRS 16 The Group has for the first time adopted IFRS 16 which has changed the accounting treatment of operating leases, such as leases on office premises. Further details of this policy and of its impact on the reported results can be found in Note 1 to the financial statements. Financial instruments Details of the use of financial instruments by the Group are contained in Note 14 of the financial statements. 16 TAVISTOCK INVESTMENTS PLCDIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020Share capital Changes to share capital during the year are given in Note 15 to the accounts. Charitable and Political Donations The Group did not make any political donations in the year but made charitable donations totalling £16,372 (2019: £10,500). Post Balance Sheet Events After the reporting date, the Company increased its available cash resources by entering into a new £2.13 million CBILS loan facility with its bankers, NatWest Plc. The loan is repayable over a six-year period with no repayments in year 1. The interest rate is fixed at 2.9% and under the terms of the facility, interest during the first year will be paid by the Government. There is no penalty for the early repayment of the facility. Dividends For reasons of expediency, the Directors chose not to pay a dividend in relation to the current year but intend to take the steps necessary to enable the Company to resume the payment of dividends in due course (2019: dividend of £57,528). Auditors A resolution reappointing Crowe UK 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 2020 represented 22 days’ purchases (2019: 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 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. In preparing the financial statements, the Directors are required to: • select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting Estimates and Errors and then apply them consistently; • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and 17 TAVISTOCK INVESTMENTS PLCDIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020• state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements, and make judgments and estimates that are reasonable and prudent. 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 Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with UK Generally Accepted Accounting Principles (“UK GAAP”) including Financial Reporting Standard 102, 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 judgments and estimates that are reasonable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the European Union; • for the parent Company financial statements, state whether applicable UK GAAP 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. 18 TAVISTOCK INVESTMENTS PLCDIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020Directors’ interests The Directors beneficial interests in the Ordinary Share Capital and options to purchase such shares were as follows: Ordinary shares of 1p each 31 March 2020 31 March 2019 Executive Directors: Share options Shares Share options Shares Oliver Cooke Brian Raven Non-Executive Directors: Roderic Rennison Peter Dornan 26,600,000 27,709,256 26,600,000 26,188,556 31,600,000 66,172,362 31,600,000 63,855,712 - - 355,011 - - - 355,011 - Full details of the share options held by the Executive Directors are given in the Remuneration Report. Directors’ statement 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 22 July 2020 19 TAVISTOCK INVESTMENTS PLCDIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020On behalf of the Board, I am pleased to present the Audit Committee report for the financial year ended 31 March 2020. 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; • Receive and review reports from the Group’s management and auditors relating to the interim and annual accounts; • Reviewing 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 are the two Non-Executive Directors, Peter Dornan (Committee Chairman) and Roderic Rennison, and Oliver Cooke who is a Chartered Accountant and has previously served as a partner in public practice. The Committee met twice during the year, with all members in attendance. 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. 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 2020, 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 in place a robust and effective Compliance department and regime. It has also established a separate Risk Committee which examines and assesses the risks associated with all aspects of the Group’s operations. 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 approved the rotation of the Company’s auditors and the appointment of Crowe UK LLP in response to the longevity of the previous firm’s tenure. The Audit Committee also considered the non-audit services provided by them and considered that there was no threat to 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 an internal audit function and 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 22 July 2020 20 TAVISTOCK INVESTMENTS PLCAUDIT COMMITTEE REPORT FOR THE YEAR ENDED 31 MARCH 2020Compliance Described below are the principles that the Group has applied in relation to Directors’ remuneration. The Remuneration Committee The only members of the Remuneration Committee are the two independent Non-Executive Directors, Roderic Rennison (Committee Chairman) and Peter Dornan. 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 twice with both members in attendance. Share options The share options granted to the Directors under the Company’s EMI (Enterprise Management Incentive) Share Option Scheme or as unapproved options can be summarised as follows: EMI / Unapproved Exercise price (pence) Vesting Condition Executive Directors Number at start and at end of period Oliver Cooke 800,000 Oliver Cooke 800,000 Oliver Cooke 5,000,000 EMI EMI EMI Oliver Cooke 5,000,000 Unapproved Oliver Cooke 7,500,000 Unapproved Oliver Cooke 7,500,000 Unapproved Brian Raven 800,000 Brian Raven 800,000 Brian Raven 5,000,000 EMI EMI EMI Brian Raven 5,000,000 Unapproved Brian Raven 10,000,000 Unapproved Brian Raven 10,000,000 Unapproved 5.25 5.25 5.25 5.25 6.0 6.5 5.25 5.25 5.25 5.25 6.0 6.5 Continued employment Continued employment £5 mill pre-tax £1.5Bn FUM £1.8Bn FUM £7 mill pre-tax Continued employment Continued employment £5 mill pre-tax £1.5Bn FUM £1.8Bn FUM £7 mill pre-tax Date from which exercisable Expiry date Oct ‘17 Oct ‘24 Oct ‘19 Oct ‘24 Apr ‘17 Apr ‘17 Apr ‘18 Apr ‘18 Oct ‘17 Apr ‘27 Apr ‘27 Apr ‘28 Apr ‘28 Oct ‘24 Oct ‘19 Oct ‘24 Apr ‘17 Apr ‘17 Apr ‘18 Apr ‘18 Apr ‘27 Apr ‘27 Apr ‘28 Apr ‘28 The market price of the shares at 31 March 2020 was 1.5 pence (2019: 3.08 pence) and the range during the financial year was 1.4 pence to 3.3 pence. 21 TAVISTOCK INVESTMENTS PLCREMUNERATION REPORT FOR THE YEAR ENDED 31 MARCH 2020Service contracts The term of the Directors’ service contracts can be summarised as follows: Executive Directors Commencement date Term Oliver Cooke 3 May 2013 Brian Raven 12 May 2014 Non-executive Directors Roderic Rennison 12 May 2014 Peter Dornan 22 August 2017 Directors’ remuneration Fixed to 31 March 2022, terminable thereafter on twelve months’ notice Fixed to 31 March 2022, terminable thereafter on twelve months’ notice Initial term 2 years, terminable at any time on three months’ notice Initial term 2 years, terminable at any time on three months’ notice Details of each Director’s remuneration are provided in Note 5 to the financial statements entitled Staff Costs. Directors’ interest in shares Details of the Directors beneficial shareholdings can be found in the Directors Report. Approved by the Committee and signed on its behalf by Roderic Rennison - Committee Chairman 22 July 2020 22 TAVISTOCK INVESTMENTS PLCREMUNERATION REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2020 Opinion We have audited the financial statements of Tavistock Investments plc (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2020, which comprise: • the Group consolidated statement of comprehensive income for the year ended 31 March 2020; • the Group consolidated and Company statements of financial position as at 31 March 2020; • the Group and Company statements of changes in equity for the year then ended; • the Group consolidated statement of cash flows for the year then ended; and • the 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 (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the Parent company financial statements is applicable law and UK Accounting Standards, including Financial Reporting Standard 101 (“FRS 101”) Reduced Disclosure Framework, the Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). 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 2020 and of the Group’s loss for the year then ended; • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the Parent 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 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, 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 We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: • the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or • the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. 23 TAVISTOCK INVESTMENTS PLCINDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC FOR THE YEAR ENDED 31 MARCH 2020Overview of our audit approach Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgment, we determined overall materiality for the Group financial statements as a whole to be £215,000 (FY2019: £200,000), based on 0.75% of Total Group Turnover (FY2019: % of Total Group turnover not reported). We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgments made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and Directors’ remuneration. We agreed with the Board of Directors to report to it all identified errors in excess of £10,750 (FY2019: £10,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit The Group consists of Tavistock Investments Plc itself and the subsidiaries as disclosed in Note IV to the Company financial statements. All of the trading subsidiaries, excluding the non-UK registered entities and King Financial Planning LLP, have been subject to a full scope audit. 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 (whether or not due to fraud) that we identified. These matters included 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. These matters were 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. This is not a complete list of all risks identified by our audit. Key audit matter How the scope of our audit addressed the key audit matter Revenue recognition The Group derives its revenue from fees and commissions arising from investment management and advisory support services. During the year ended 31 March 2020, the Group recorded total revenue of £28,803k (FY2019: £27,342k). fees Investment management and commissions are earned • For each company in the Group, we gained an understanding of its business model and the services and products it delivers to its customers; • Based on that understanding, we identified when “control” passes to the customer and, consequently, when revenue is earned; • We selected a sample of contracts to confirm our understanding of the principal terms and obligations; • We gained an understanding of the key systems used to capture and record that income and evaluate any key controls; • Where the Group utilises third party platforms we evaluated those 24 TAVISTOCK INVESTMENTS PLCINDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued)FOR THE YEAR ENDED 31 MARCH 2020platforms and the safeguards management have in place to corroborate the output from those platforms; • We performed an overall analytical review and corroborated the reasons for any large and unusual variances; • For a selection of transactions, we confirmed that the recognition criteria in relation to the income earned in the period has been met; • We reviewed and tested the basis for accrued and deferred income; • We reviewed aged receivables profile and credit notes issued after the reporting date; and • Where relevant, we reviewed and tested revenue cut off procedures. • We evaluated, in comparison to the requirements set out in IAS 36, management’s assessment (using discounted cash flow models) as to whether goodwill and/or other intangible assets were impaired. • We challenged, reviewed and considered by reference to external evidence, management’s impairment and fair value models as appropriate and their key estimates, including the discount rate. We reviewed the appropriateness and consistency of the process for making such estimates. services from the provision of investment management and account for 19% of total revenue. Advisory support services fees and commissions are earned from the provision of support services to a network of financial advisers and account for 81% of total revenue. The key revenue recognition risk is in respect of ensuring revenue is recognised in the year that it has been earned. Carrying value of goodwill and other intangible assets The Group’s intangible assets are comprised of goodwill arising on consolidation, customer & adviser relationships, regulatory approvals & systems and internally developed assets. When assessing the carrying value of goodwill and intangible assets, management make regarding judgments the appropriate cash generating unit, strategy, future trading and profitability and the assumptions underlying these. We considered the risk that goodwill and/or other intangible assets were impaired. Going concern is responsible for The Board ensuring is appropriate to it prepare the Group’s financial statements on the basis that it is a going concern for a period of at least 12 months from the date of approving the financial statements. • We obtained and reviewed the Board’s assessment of going concern, which included considerations arising from the COVID-19 pandemic. The Directors have completed a full assessment of the Group’s financial resources, including forecast projections. • We challenged budgets used by management in their going concern assessment by assessing the degree of effectivity in the management’s budgeting process by comparing the prior year budgets with actual figures and by comparing the first quarter of the 2021 budget to the actual Q1 2021 results. • We examined within the working capital forecasts the key inputs within the model and corroborated them through discussions with management. 25 TAVISTOCK INVESTMENTS PLCINDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued)FOR THE YEAR ENDED 31 MARCH 2020Legal and regulatory environment In December 2018, Mr Neil Bartlett, one of the Group’s former advisers was found guilty of fraud and was sentenced to eight years imprisonment. As a consequence of his actions, the subsidiary company within the Group with which he was previously associated has been approached by a number of victims, the majority of whom were previously unknown to the Company, seeking to recover monies stolen from them by Mr. Bartlett. • We obtained client workings for the provision for the Bartlett case. • We obtained the insurance documentation to confirm that the Group is covered for the case. We agreed a sample of insurance proceeds already recovered to bank receipts. • We held discussions with the management and ascertained the financial and other impact of the status of the FCA Enforcement investigations into aspects of the subsidiary company’s actions around the Bartlett fraud at year end. • We sought confirmation from the Group’s legal representatives as to their opinions relating to the likelihood and potential level of settlement. • We held discussions/calls with the Group’s legal representative as to the nature of this case. • We reviewed correspondences relating to claims and assessed independent legal advice provided which includes a grading of settlement risk. • We ensured adequate disclosure has been made for the provision in the notes to the accounts and Strategic/Directors’ reports. Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion. 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 our 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. 26 TAVISTOCK INVESTMENTS PLCINDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued)FOR THE YEAR ENDED 31 MARCH 2020Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • the 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 the Directors for the financial statements As explained more fully in the Directors’ responsibilities statement set out on page 18, 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 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 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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. John Glasby (Senior Statutory Auditor) For and on behalf Of Crowe U.K. LLP London 22 July 2020 27 TAVISTOCK INVESTMENTS PLCINDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued)FOR THE YEAR ENDED 31 MARCH 2020 Revenue Cost of sales Gross profit Administrative expenses (Loss)/Profit from Operations Memorandum: Adjusted EBITDA Depreciation & amortisation Share based payments Acquisition related costs and exceptional items Intangible asset impairment (Loss)/Profit from Operations Finance costs Profit share due to fellow member of LLP Loss before taxation Taxation Loss after taxation and attributable to equity holders of the parent and total comprehensive income for the year Loss per share Basic and diluted Year ended Year ended 31 March 31 March 2020 £’000 28,803 2019 £’000 27,342 (17,048) (16,198) 11,755 11,144 (17,228) (10,988) (5,473) 156 1,825 (1,570) (229) (460) (5,039) (5,473) (241) (25) (5,739) 274 1,475 (1,053) (248) (18) - 156 (274) - (118) (4) (5,465) (122) (0.95p) (0.02p) Note 3 3 3 4 8&9 3 9 11 6 7 The notes on pages 33-49 form part of the Group financial statements. 28 TAVISTOCK INVESTMENTS PLCCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 2020 31 March 2020 31 March 2019 Note £’000 £’000 £’000 £’000 ASSETS Current assets Trade and other receivables Cash and cash equivalents Total current assets Non-current assets Tangible fixed assets Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Non-current liabilities Other payables Loan & Lease liability Payments due regarding purchase of client lists Provisions Deferred taxation Total liabilities Total net assets Capital and reserves attributable to owners of the parent Share capital Share premium Retained (loss)/earnings Total equity 10 8 9 11 11 11 11 12 13 15 915 16,907 4,998 2,416 7,414 17,822 25,236 586 19,897 5,353 3,116 8,469 20,483 28,952 (4,994) (3,942) - (1,396) (1,234) (2,115) (93) (9,832) 15,404 13,426 6,001 (4,023) 15,404 (13) (1,817) (310) (2,465) (409) (8,956) 19,996 13,101 5,681 1,214 19,996 The financial statements were approved by the Board and authorised for issue on 22 July 2020. Oliver Cooke - Chairman The notes on pages 33-49 form part of the Group financial statements. 29 TAVISTOCK INVESTMENTS PLCCONSOLIDATED STATEMENT OF FINANCIAL POSITIONFOR THE YEAR ENDED 31 MARCH 202031 March 2018 Issue of shares Cost of share issue Loss for the year total and comprehensive income Equity settled share based payments Share capital Share premium Retained earnings/ (deficit) Total equity £’000 £’000 £’000 £’000 12,720 4,882 1,088 18,690 381 - - - 869 (70) - - - - (122) 248 1,250 (70) (122) 248 31 March 2019 13,101 5,681 1,214 19,996 Payment of 2019 interim dividend* Issue of shares Cost of share issue Loss for the year total and comprehensive income Equity settled share based payments - 325 - - - - 325 (5) - - (58) - - (58) 650 (5) (5,408) (5,408) 229 229 31 March 2020 13,426 6,001 (4,023) 15,404 *On 15 May 2019, having filed unaudited interim accounts at Companies House confirming the availability of distributable reserves, the Company announced that it would, on 12 July 2019, pay a maiden interim dividend in relation to the 2019 financial year of 0.01p per share to all shareholders on the Company’s share register at the close of business on Friday 28th June 2019. The notes on pages 33-49 form part of the Group financial statements. 30 TAVISTOCK INVESTMENTS PLCCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2020 Cash flows from operating activities Loss before tax Adjustments for: Share based payments Depreciation on tangible fixed assets Amortisation of intangible assets Impairment on intangibles Net finance costs Loss on disposal of fixed assets Acquisition related costs Cash flows from operating activities before changes in working capital Decrease in trade and other receivables and con- tract assets Increase/(decrease) in trade and other payables Cash generated in operations Investing activities Year ended 31 March 2020 Year ended 31 March 2019 £’000 £’000 £’000 £’000 (5,739) 229 506 1,064 5,039 241 - 460 1,800 375 175 2,350 (118) 248 198 855 - 274 15 - 1,472 417 (800) 1,089 Intangible assets- client lists and internally developed assets Purchase of tangible fixed assets Payments due regarding purchase of client lists Deferred consideration payments (3,112) (114) 1,623 (1,095) (1,646) (279) 712 (847) Net cash absorbed from investing activities (2,698) (2,060) Financing activities Finance costs New loans Leases Loan repayments Issue of new share capital Dividend payment (241) - (241) (462) 650 (58) (274) 2,000 173 (2,173) 1,250 - Net cash from financing activities Net (decrease)/ increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period (352) (700) 3,116 2,416 976 5 3,111 3,116 31 TAVISTOCK INVESTMENTS PLCCONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 31 MARCH 2020 Reconciliation of net cashflow to movement in net debt: Year ended 31 March 2020 Year ended 31 March 2019 Net (decrease)/increase in cash and cash equivalents New loans New lease liability Lease repayments Repayment of loans Movement in net debt in the year Net debt at 1 April 2019 Net Debt at 31 March 2020 The net debt comprises: Cash Current loans Current leases Non-current loans Non-current leases Net Debt at 31 March 2020 £000 (700) - (757) 446 323 (688) 782 94 £000 5 (2,000) - (173) 2,173 5 777 782 Year ended 31 March 2020 Year ended 31 March 2019 £000 2,416 (63) (469) (1,460) (330) 94 £000 3,116 (361) (156) (1,523) (294) 782 The notes on pages 33-49 form part of the Group financial statements. 32 TAVISTOCK INVESTMENTS PLCCONSOLIDATED STATEMENT OF CASH FLOWS (continued)FOR THE YEAR ENDED 31 MARCH 2020 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 at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, Berkshire RG12 7BW. 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 International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”) and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs. IFRS 16 The Group has adopted the IFRS 16 modified retrospective approach from 1 April 2019 but has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening statement of financial position on 1 April 2019. The Group previously classified leases as operating or finance lease based on its assessment of whether the lease transferred substantially all the risks and rewards of ownership. Under IFRS 16, the Group recognises right-of-use assets and the corresponding lease liabilities for most leases by recording them on the balance sheet. In applying IFRS 16 on transition, the Group has used the following practical expedients permitted by the standard: • The Group has elected not to reassess whether a contract is or contains a lease as defined in IFRS 16 at the date of initial application. For contracts entered into before the transition date, the Group relied on its assessment made when applying IAS 17 and IFRIC 4. • For the majority of leases, reliance has been placed on previous assessments of whether leases are onerous under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For leases where the right-of-use asset has been determined as if IFRS 16 had been applied since the lease commencement date, this expedient has not been taken. • Accounting for operating leases with a remaining lease term of less than 12 months as at 1 April 2019 as short-term leases. The Group has elected not to recognise the right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less or leases that are of low value (£5,000). Lease payments associated with these leases are expensed on a straight-line basis over the lease term. At inception or on assessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component based on their relative stand-alone prices. However, for leases of properties, the Group elected not to separate non-lease components and will instead account for the lease and non-lease component as a single lease component. 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 33 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2020commencement date, discounted using the individual lessee company’s incremental borrowing rate taking into account the duration of the lease. 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. It is remeasured when there is a change in future lease payments arising from a change in index or rate, or if the Group changes its assessment of whether it will exercise an extension or termination option. The lease liability is recalculated using a revised discount rate if the lease term changes as a result of a modification or re-assessment of an extension or termination option. The right-of-use 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 indexation and market rent review uplifts. Please refer to Note 8 for further details. Basis of Consolidation The Group comprises a holding company and a number of individual subsidiaries and all of these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations. Revenue recognition Revenues within the advisory business are predominantly comprised of advisory support commissions. Revenues within the investment management business are predominantly comprised of commissions related to the level of funds under management. All revenues arise over time and are received in arrears, none are linked to subsequent performance obligations. Costs directly attributable with fulfilment of a contract with a customer are recognised in the income statement in line with the revenue profile of that contract, resulting in prepayments where appropriate. 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. 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. However, as outlined in the Chairman’s Statement, the Board has conducted a specific review of the carrying value of the Group’s intangible assets, other than Goodwill, at the year-end date and for the reasons outlined has concluded that the amortisation of these assets should be accelerated so as to write their carrying value down to nil at the year-end date. 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 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. 34 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020Development 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. All intangible 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 ten years. Expenditure not capitalised as an intangible asset has been treated as a prepayment and will be released to the profit or loss account over the three year life of that initiative. See page 36 for Impairment of Assets in the financial year. Financial assets Loans 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. Cash and cash equivalents: These include cash in hand and deposits held at call with UK banks. Financial liabilities Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Payments made under operating leases (net of any incentives received from the lessor) have been recognised in accordance with IFRS 16 as described on page 33. Where the Group enters into a lease an asset and corresponding liability are recognised as the future minimum value of lease payments and amortised using the effective rate of interest. 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 16. 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 35 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020expected at the end of its useful economic life. The method of depreciation for each class of depreciable asset is: Computer equipment Office fixtures, fittings & equipment Motor vehicles Impairment of Assets - - - 3 years straight line 5 years straight line 3-7 years straight line 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. 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. As referred to in the Chairman’s Statement the Board has conducted a specific review of the carrying value of the Group’s intangible assets, other than Goodwill, at the year-end date, and concluded that it would be both prudent and appropriate that the amortisation of these assets should be accelerated so as to write their carrying value down to nil at the year-end date. As a consequence, a one-off impairment provision of some £5 million against the carrying value of these assets has been put through this year’s profit or loss account (see Note 9). 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 balance sheet 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). 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. 36 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020 Provisions Provisions are 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 to offset the provision. Any net provision is recognised in the Group’s statement of comprehensive income. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS 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 judgments 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 judgments and estimations 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 a Group level discounted cashflow over 5 years and then in perpetuity. This consideration included reference to anticipated future cashflows of the Group. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions (including 0% growth rate and an increased discount rate of 20%) would not result in an impairment of the present carrying value of the goodwill. In all scenarios, the recoverable amount exceeded the carrying value. As referred to in the Chairman’s Statement the Board has conducted a specific review of the carrying value of the Group’s intangible assets, other than Goodwill, at the year-end date, and concluded that it would be both prudent and appropriate that the amortisation of these assets should be accelerated so as to write their carrying value down to nil at the year-end date. As a consequence, a one-off impairment provision of some £5 million against the carrying value of these assets has been put through this year’s profit or loss account (see Note 9). Revenue recognition In applying the accounting policy ‘revenue recognition’ on page 34 the Group have made the judgment to only recognise income that have been contracted and earnt. Accrued income represents revenue that has been earnt but not yet received. Deferred tax Where the Group has recognised a deferred tax asset it is in the Directors’ judgment, supported by internally generated forecasts, that this will ultimately be realised. The timing and size of anticipated taxable profits is subject to uncertainty and therefore the asset recognised is subject to estimates made by the Directors around the size and timing of taxable profits. 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 estimate the amount of time each employee has spent on each project during the reporting period and prorate the staff costs accordingly. 37 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020Share 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 16. Amortisation of Development costs and other Intangibles Product development costs are being amortised over 10 years. The estimated useful economics lives of the intangible assets are based on management’s judgment and experience. When management identifies the actual useful economic lives differ materially from the estimates used to calculate amortisation, that charge is adjusted prospectively. Key initiative costs capitalised have not been amortised in the current year as they were not ready for use. Contract fulfilment costs Certain costs included in the development of key initiatives have been judged as a prepayment and will be released to the profit or loss account over the three year life of that initiative. Claims provision As outlined in Note 12, having sought legal advice the Directors have judged it appropriate to make a provision for potential liabilities arising as a consequence of the fraudulent activities of a former adviser. An equivalent receivable provision has also been made (see Note 10) as the Directors believe that any liability that might ultimately arise is fully covered by the professional indemnity insurance policies that the Group has in place. 3. SEGMENTAL INFORMATION A segmental analysis of revenue and expenditure for the period is: Investment Management Advisory Support £’000 £’000 5,518 (464) (2,932) 23,285 (16,584) (8,637) Investment Management Advisory Support £’000 £’000 4,878 (223) (1,914) 22,464 (15,975) (6,677) 2020 £’000 28,803 (17,048) (11,569) (5,659) (5,473) 2019 £’000 27,342 (16,198) (8,591) (2,397) 156 REVENUE Fees and Commissions Cost of Sales Administrative Expenses Unallocated group costs (Loss)/profit from operations Included in Investment Management Administrative Expenses of £2.932 million is £741,685 in relation to the impairment of Other Intangible Assets. Included in Advisory Support Administrative Expenses of £8.64 million is £1.58 million in relation to the impairment of Intangible Assets. Included in Unallocated Group Costs of £5.66 million is £3.02 million in relation to the impairment of Intangible Assets (see Note 9). Also included in Unallocated Group Costs of £5.66 million is £460,000 in relation to acquisition costs on previously acquired subsidiaries. The segmental analysis above reflects the parameters applied by the Board when considering the Group’s monthly management accounts. The Directors do not consider a division of the consolidated statement of financial position to be appropriate or useful for the purposes of understanding the financial performance and position of the Group. During the year under review the Group’s revenue was generated exclusively within the UK. 38 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 20204. PROFIT FROM OPERATIONS This is arrived at after charging: Staff costs (see Note 5) Depreciation Amortisation of intangible fixed assets Operating lease expense – property Lease expense- property Loss on disposal of fixed assets Impairment of Other Intangibles Acquisition related costs Auditors' remuneration in respect of the Company Audit of the Group and subsidiary undertakings Auditors' remuneration – non-audit services –interim Auditors' remuneration – non-audit services –taxation 5. STAFF COSTS Staff costs for all employees, including Directors consist of: Wages, fees and salaries Social security costs Pensions Share based payment charge 2020 £’000 7,338 506 1,064 - 283 - 5,039 460 7 51 2 10 70 2020 £’000 6,130 639 340 7,109 229 7,338 2019 £’000 6,871 199 855 249 - 15 - 18 7 57 2 14 80 2019 £’000 5,702 627 294 6,623 248 6,871 The average number of employees of the group during the year was as follows: Directors and key management Operations and administration 2020 2019 Number Number 7 137 144 9 136 145 The remuneration of the highest paid director was £288,552 (2019: £289,043). The total remuneration of key management personnel was £1,771,867 (2018: £1,597,789). All pension contributions represent payments into defined contribution schemes. 39 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020Directors’ Detailed Emoluments Details of individual Directors’ emoluments for the year are as follows: O Cooke B Raven P Dornan* R Rennison* Salary & fees Benefits in kind & allowances Pension contributions £ 180,000 220,000 25,000 25,000 £ 35,753 35,552 - - £ 27,000 33,000 - - Total 2020 £ 242,753 288,552 25,000 25,000 Total 2019 £ 241,193 289,043 25,000 25,000 450,000 71,305 60,000 581,305 580,236 * Denotes non-executive Director 6. TAXATION ON PROFIT FROM ORDINARY ACTIVITIES Current tax credit Deferred tax (credit)/charge Tax (credit)/charge for the year 2020 £’000 - (274) (274) 2019 £’000 - 4 4 The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to profit before tax. Total Loss on ordinary activities before tax Loss on ordinary activities at the standard rate of corporation tax in the UK of 19% (2019: 19%) Effects of: Unutilised losses Expenses not deductible for tax purposes Other timing differences Differences between capital allowances and depreciation Adjust closing deferred tax to average rate of tax Deferred tax not recognised Tax (credit)/charge for the year 2020 £’000 (5,739) (1,090) 218 1,511 (400) (513) - - (274) 2019 £’000 (118) (22) - 65 - 24 (75) 12 4 Tavistock Investments Plc operates as a non-trading holding company, incurring costs but with no external revenues against which to offset these costs. For taxation purposes, it has to date incurred losses amounting to £3.57 million (31 March 2019 £3.57 million), and it is considered unlikely that it will be able to offset these losses against future taxable profits, for which reason no deferred tax asset in connection with these losses has been recognised in the accounts. 40 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 20207. LOSS PER SHARE Loss per share has been calculated using the following: Losses (£’000) Weighted average number of shares (‘000s) Loss per ordinary share 2020 £’000 (5,465) 576,450 (0.95p) 2019 £’000 (122) 550,968 (0.02p) Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. There would be no dilutive impact were the share options to be exercised. 8. TANGIBLE FIXED ASSETS Leasehold property Motor Vehicles Computer equipment Office fixtures, fittings and equipment Total £’000 £’000 £’000 £’000 £’000 Cost Balance at 1 April 2018 Additions Disposals Transfers Balance at 31 March 2019 Additions Adoption of IFRS 16 Disposals Balance at 31 March 2020 Accumulated depreciation Balance at 1 April 2018 Depreciation Disposals Transfers Balance at 31 March 2019 Depreciation Disposals Balance at 31 March 2020 Net Book Value At 31 March 2020 At 31 March 2019 - - - - - - 841 (150) 691 - - - - - 275 (30) 245 446 - 28 - - - 28 - - (28) - 19 4 - - 23 5 (28) - - 5 287 36 (164) 125 284 107 - (51) 340 116 145 (179) (21) 61 96 (51) 106 234 223 598 243 (20) (125) 696 7 - (3) 700 288 49 (20) 21 338 130 (3) 465 235 358 913 279 (184) - 1,008 114 841 (232) 1,731 423 198 (199) - 422 506 (112) 816 915 586 Included in Office fixtures, fittings and equipment are assets acquired under lease agreements with a net book value of £339,000 (2019: £426,000). In line with the accounting standard IFRS 16 the Group has capitalised its historic operating lease agreements in the financial year. See accounting policy on page 33 for full description of the new recognition. Included in Leasehold property are assets acquired under lease agreements with a net book value of £446,000 (2019: £Nil). Depreciation charged on leased assets was £426,000 (2019: £85,000). 41 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 20209. INTANGIBLE ASSETS Client Lists Regulatory Approvals & Systems Goodwill Arising on Consolidation Internally Developed Assets Total £’000 £’000 £’000 £’000 £’000 Cost Balance at 1 April 2018 Additions Balance at 31 March 2019 Additions 5,415 702 6,117 2,291 Balance at 31 March 2020 8,408 Accumulated depreciation Balance at 1 April 2018 Amortisation Impairment Balance at 31 March 2019 Amortisation Impairment provision Balance at 31 March 2020 Net Book Value At 31 March 2020 At 31 March 2019 2,221 559 - 2,780 777 3,482 7,039 1,369 3,337 1,815 - 1,815 - 1,815 788 171 - 959 171 685 1,815 - 856 14,751 - 14,751 - 480 944 1,424 825 14,751 2,249 205 - 30 235 - - 111 125 - 236 116 875 235 1,227 14,516 14,516 1,022 1,188 22,461 1,646 24,107 3,116 27,223 3,325 855 30 4,210 1,064 5,042 10,316 16,907 19,897 As referred to in the Chairman’s Statement the Board has conducted a specific review of the carrying value of the Group’s intangible assets, other than Goodwill, at the year-end date, and concluded that it would be both prudent and appropriate that the amortisation of these assets should be accelerated so as to write their carrying value down to nil at the year-end date. As a consequence, a one-off impairment provision against the carrying value of these assets has been put through this year’s profit or loss account. Client Lists relate to identifiable relationships between acquired companies, their adviser network and the associated client bases. Regulatory Approvals and Systems relate to the estimated costs incurred by acquired companies in obtaining authorisations to carry on their relevant business and in putting in place the appropriate staffing and information structures. As part of the review all Regulatory Approvals and Systems have now been fully amortised. Internally Developed Assets predominately represent costs associated with various initiatives including the i-stock app. These have not been amortised in the current year as they were not ready for use. Amortisation is charged over a period between 5 and 10 years. The amortisation charge of £1.064 million , in the table above, when taken with the depreciation charge of £506k, referred to in Note 8 above, gives a combined total for the year of £1.57 million. 42 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020GOODWILL AND IMPAIRMENT The carrying value of goodwill in respect of each cash generating unit is as follows: Financial Advisory business Investment Management business 31 March 2020 31 March 2019 £’000 12,601 1,915 14,516 £’000 12,601 1,915 14,516 In assessing the carrying value of Goodwill the Directors have used a Group level discounted cashflow over 5 years and then in perpetuity. This consideration included reference to anticipated future cashflows of the Group. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions (including 0% growth rate and an increased discount rate of 20%) would not result in an impairment of the present carrying value of the goodwill. In all scenarios, the recoverable amount exceeded the carrying value. 10. TRADE AND OTHER RECEIVABLES Trade receivables Prepaid Law Society contract expenses Other prepayments and accrued income Other receivables 31 March 2020 31 March 2019 £’000 96 153 2,333 2,416 4,998 £’000 1,391 153 1,186 2,623 5,353 Included within other receivables is the sum of £2,100,000 being the estimated amount recoverable from insurers in connection with the provision detailed in Note 12. 11. LIABILITIES Current liabilities Trade payables Accruals Commissions payable VAT and social security liabilities Other payables Payments due regarding purchase of client lists Leases Term loan Non-current liabilities Trade payables Payments due regarding purchase of client lists Leases Term loan 31 March 2020 31 March 2019 £’000 1,151 770 1,130 177 144 696 469 457 4,994 - 1,234 330 1,066 2,630 43 £’000 430 646 1,306 184 204 655 156 361 3,942 13 310 294 1,523 2,140 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020 The term loan facility with NatWest was entered into in November 2018. The remaining term of this facility is 4 years. It is secured by a fixed and floating charge over the assets of the Group. The loan carries an interest rate of 5.12% over the Bank of England base rate. After the reporting date the Group arranged a 12 month capital repayment holiday on the facility commencing June 2020 however, the amount included within current liabilities represents the amount considered at the year-end date to be payable within the following 12 months. Included within the £241,000 (2019: £274,000) finance costs is an amount of £122,000 (2019: £219,000) related to bank loans. The remainder of the charge relates to leases. 12. PROVISIONS Balance at 1 April 2019 Payments to settle claims Provisions released Balance at 31 March 2020 Total £’000 2,465 (367) 17 2,115 In December 2018, Mr Neil Bartlett one of the Group’s former advisers was found guilty of fraud and was sentenced to eight years imprisonment. As a consequence of his actions, the subsidiary company within the Group with which he was previously associated has been approached by a number of victims, the majority of whom were previously unknown to the company, seeking to recover monies stolen from them by Mr Bartlett. All steps are being taken by the Group to refute these approaches and to address them individually in an appropriate manner. Having sought legal advice, the Directors consider it appropriate to make a provision of £2,100,000 regarding this matter. This provision is matched by an equivalent receivable provision (see Note 10) as the Directors believe that any liability that might ultimately arise is fully covered by the professional indemnity insurance policies that the Group has in place. 13. DEFERRED TAX The Directors anticipate that the Deferred tax asset relating to losses brought forward will be realised within the medium term. Balance at 1 April 2019 Deferred tax credit in the year Balance at 31 March 2020 The deferred tax provision comprises: Unutilised tax losses Deferred tax on intangibles Other timing differences Total £’000 (409) 316 (93) 31 March 2020 31 March 2019 £’000 (103) 196 - 93 44 £’000 (321) 544 186 409 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 202014. 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 credit risk primarily on its trade receivables, which are spread over a range of Investment platforms and advisers. Receivables are broken down as follows: Loans, accrued income and receivables Trade receivables Accrued income Other receivables The table below illustrates the due date of trade receivables: Current 31 – 60 days 61 – 90 days 91 – 120 days 121 and over Liquidity risk 31 March 2020 31 March 2019 £’000 95 2,486 316 £’000 1,391 678 173 31 March 2020 31 March 2019 £’000 41 13 4 10 27 95 £’000 917 177 179 20 98 1,391 Liquidity risk arises 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 and so cash holdings may be high during certain periods throughout the year. Other than the loans referred to in Note 11, the Group currently has no bank borrowing or overdraft facilities. After the reporting date, the Company increased its available cash resources by entering into a new £2.13 million loan facility with its bankers, NatWest Plc. The loan is repayable over a six-year period with no repayments in year 1. The interest rate is fixed at 2.9% and under the terms of the facility, interest during the first year will be paid by the Government. There is no penalty for the early repayment of the facility. 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. Loan Covenants The Group has provided various performance covenants to NatWest bank in connection with the term loan facility entered into in November 2018. These give rise to a risk of non-compliance which the Group mitigates by continually monitoring its performance against the covenants. 45 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020Cash at bank and cash equivalents At the year end the Group had the following cash balances: 31 March 2020 31 March 2019 £’000 2,416 £’000 3,116 Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2020, £199,084 (2019: £198,000) of cash is held on deposit in special interest bearing accounts to maximise returns. All monetary assets and liabilities within the Group are denominated in the functional currency of the operat- ing unit in which they are held. All amounts stated at carrying value equate to fair value. Financial liabilities at amortised cost Trade payables Accruals The table below illustrates the ageing of trade payables: Current 31 – 60 days 61 – 90 days 91 – 120 days 121 and over 31 March 2020 31 March 2019 £’000 1,151 1,900 £’000 1,084 648 31 March 2020 31 March 2019 £’000 837 211 40 52 11 1,151 £’000 954 130 - - - 1,084 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 and should additional capital be required management ensure that this is raised 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. Share capital is used to raise cash and as direct payments to third parties for assets or services acquired. 46 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020Interest 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. 15. SHARE CAPITAL Called up share capital Allotted, called up and fully paid 607,795,801 Ordinary shares of 1 pence each (2019: 575,295,801 shares of 1 pence each) 30,450,078 Deferred shares of 9p each 465,344,739 Deferred “A” shares of 0.99 pence each 31 March 2020 31 March 2019 £’000 £’000 6,078 2,741 4,607 13,426 5,753 2,741 4,607 13,101 On 19 March 2020, 32,500,000 new Ordinary shares of 1p were issued at an issue price of 2p per share. The largest participant in the fundraising was Hugh Simon who subscribed £600,000 to acquire 30,000,000 shares, representing a 4.94% holding in the enlarged share capital of the Company. The following describes the nature and purpose of each of the Company’s reserves: Reserve Description and purpose Share capital Share premium Amount subscribed for share capital at nominal value. 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. 47 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020 16. SHARE BASED PAYMENTS During the year the Company issued options over 250,000 (2019: 64,232,500) Ordinary shares. These options have been valued using the Black-Scholes pricing model. The weighted average of the assumptions used in the model are: Share price at grant Exercise price Expected volatility Expected life Risk free rate 31 March 2020 31 March 2019 2.81p 5.25p 46% 10 years 0.8% 3.06p 6.19p 19% 10 years 1.4% Expected volatility has been determined by reference to the fluctuations in the Company’s share price between the formation of its current group structure and the grant date of the share options. Outstanding at the beginning of the year Granted during the year Lapsed during the year Outstanding at the end of the year 31 March 2020 31 March 2019 Weighted average price (pence) 5.72 5.25 5.25 5.72 Weighted average price (pence) 5.25 6.19 5.40 5.70 Number 129,657,799 250,000 (3,032,016) 126,875,783 Number 75,429,099 64,232,500 (10,003,800) 129,657,799 The exercise price of options outstanding at the end of the year, 7,818,000 of which had vested and were exercisable, was 5.25p and their weighted contractual life was 10 years. There were no options over Ordinary shares exercised in the period. The weighted average fair value of each option granted during the current period was assessed as being 1.14p and their weighted average contractual life was 10 years. The vesting conditions in relation to management are disclosed in the Remuneration Report on page 21. The only vesting condition for other staff is continuous employment. 48 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 202017. LEASING COMMITMENTS The Group’s future minimum lease payments fall due as follows: Not later than 1 year Later than 1 year and not later than 5 years 31 March 2020 31 March 2019 £’000 £’000 503 393 896 248 391 639 In line with the accounting standard IFRS 16 the Company has capitalised its operating lease agreements in the financial year. See accounting policy on page 33 for full description of the new recognition. Included in mini- mum lease payments not later than 1 year is £293,000 in relation to operating leases and in later than 1 year and not later than 5 years is £221,000 in relation to operating leases. 18. RELATED PARTY TRANSACTIONS During the year, Tavistock Wealth Limited received fees of £3,627,618 (2019: £4,409,048) under the terms of an agreement entered into with Investment Fund Services Limited (“IFSL”). IFSL is a company of which Andrew Staley, a significant shareholder in Tavistock Investments Plc, is a Director. In the prior financial year, the Group commissioned £8,434 of marketing and promotional services from Pumphouse Limited, a Company of which Jamie Raven, Brian Raven’s son, is a Director. As announced on 27 September 2019, in order to bolster the Company’s regulatory capital position in a manner that would not be dilutive to shareholders, it entered into an unsecured, convertible loan facility with two of its Directors, Oliver Cooke and Brian Raven, and with its then Chief Investment Officer, Christopher Peel (the “Facility”). The Facility was for £630,000 and could be drawn down by the Company at any point within the following year. Each of the potential lenders gave an irrevocable undertaking to the Company that upon receipt of 30 days’ notice and subject to compliance with regulatory obligations regarding close periods, they would provide up to £210,000 of loan capital to the Company on the following terms: • Facility fee 5% of the funds committed; • interest payable on funds drawn down of 10%; • the repayment of any sums drawn down, together with interest thereon, to be made on 30 September 2020; • the option for the Company only, at its absolute discretion, to elect to convert amounts drawn down, together with interest thereon, into new ordinary shares in the Company of 1p each, at a conversion price of 2p per share, being the then bid price; and • a non-utilisation fee payable, if appropriate, on 30 September 2020, equivalent to 3% of funds committed but not drawn down. 49 TAVISTOCK INVESTMENTS PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020 At 31 March 2020 At 31 March 2019 £’000 £’000 £’000 £’000 Non-current assets Investments Tangible fixed assets Intangible fixed assets Current assets Debtors Cash at bank and in hand III IV V VI VIII 17,973 744 - 18,717 1,561 539 2,100 1,197 349 1,546 Creditors: amounts falling due within one year IX (6,660) (6,106) Net current liabilities Debtors: amounts falling due after one year Creditors: amounts falling due after one year Total assets less total liabilities Capital and reserves Called up share capital Share premium account Retained reserves Shareholders’ funds VII X XI II (4,560) - (1,732) 12,425 13,426 6,006 (7,007) 12,425 22,479 437 251 23,167 (4,560) 299 (1,766) 17,140 13,101 5,681 (1,642) 17,140 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 £8,136,000 (2019: £2,356,000). The financial statements were approved by the Board and authorised for issue on 22 July 2020. Oliver Cooke- Chairman The notes on pages 52 - 57 form part of the Company financial statements. 50 TAVISTOCK INVESTMENTS PLCCOMPANY BALANCE SHEETAS AT 31 MARCH 202031 March 2018 Issue of shares Cost of share issue Loss after tax Equity settled share based payments Share Capital £’000 Share Premium Retained deficit Shareholder funds £’000 £’000 £’000 12,720 4,882 466 18,068 381 - - - 869 (70) - - - - 1,250 (70) (2,356) (2,356) 248 248 31 March 2019 13,101 5,681 (1,642) 17,140 Dividend received Payment of 2019 interim dividend* Issue of shares Loss after tax Equity settled share based payments - - - - 325 325 2,600 2,600 (58) - (58) 650 - - - - (8,136) (8,136) 229 229 31 March 2020 13,426 6,006 (7,007) 12,425 *On 15 May 2019, having filed unaudited interim accounts at Companies House confirming the availability of distributable reserves, the Company announced that it would, on 12 July 2019, pay a maiden interim dividend in relation to the 2019 financial year of 0.01p per share to all shareholders on the Company’s share register at the close of business on Friday 28th June 2019. The notes on pages 52 - 57 form part of the Company financial statements. 51 TAVISTOCK INVESTMENTS PLCCOMPANY STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2020 I. ACCOUNTING POLICIES The principal accounting policies applied are summarised below: Basis of preparation For the financial year ended 31 March 2020, the Company elected to prepare the financial statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The purpose of this was to more closely align the Company’s accounting policies with the Group’s policies. This transition is not considered to have had a material effect on the financial statements. The financial statements have been prepared under the historical cost convention as modified by the revaluation of Tangible Assets 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 judgment in applying the Company’s accounting policies (see Note 2 in the Group financial statements). All accounting policies that are not unique to the Company are listed on pages 33-36. All additional accounting policies have been applied as follows: Going concern The Directors are of the opinion that the Company has sufficient working capital for the foreseeable future. On this basis, and with the impact of COVID-19 fully considered in budgeting, the Directors 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. An impairment has been recognised in the financial year (see Note IV). IFRS 16 The Company has adopted the IFRS 16 modified retrospective approach from 1 April 2019 but has not restated comparatives for the 2019 reporting period, as permitted under the specific transitional provisions in the standard. For full discussion on the adoption of IFRS 16 see Note 1 in the consolidation financial statements. II. 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 or loss account in these financial statements. The Company’s loss for the year was £8,136,000 (2019: loss of £2,356,000). Included within this loss is an impairment to investments in subsidiaries of £4,952,000 and costs in relation to acquisition of £460,000. All staff are employed under Tavistock Investments Plc and staff numbers are shown in Note III. Total staff costs total £722,375 (2019: £557,658). 52 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2020 III. STAFF COSTS Staff costs for all employees, including Directors consist of: Wages, fees and salaries Social security costs Pensions The average number of employees of the Company during the year was as follows: Directors and key management Operations and administration 2020 £’000 567 69 86 722 2020 £’000 2 3 5 2019 £’000 410 61 92 563 2019 £’000 3 2 5 Not included in the amounts disclosed above is the Company’s recharges to its subsidiaries. In the year ended March 2020 the Company recharged £6.39 million (2019: £6.06 million) in relation to 139 (2019: 140) staff members. IV. INVESTMENTS Subsidiary undertakings Cost Balance at 1 April 2019 Additions Balance at 31 March 2020 Provisions for impairment Balance at 1 April 2019 Impairment charge Balance at 31 March 2020 Carrying value of investments 31 March 2020 31 March 2019 £’000 22,836 446 23,282 (357) (4,952) (5,309) 17,973 £’000 22,437 399 22,836 (327) (30) (357) 22,479 As referred to in the Chairman’s Statement the Board has conducted a detailed review of the carrying value of the Group’s intangible assets at the year-end date. This resulted in the full impairment of intangible assets, other than Goodwill, obtained on acquisition. The same intangible assets are recognised within the Company’s investments in its subsidiary undertakings above, and consequently an impairment provision of £4.95 million has been made against the carrying value of these assets. 53 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020At the year end the Company had the following wholly owned subsidiaries: Registered Office Address Name 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW Tavistock Wealth Limited Tavistock Partners Limited Tavistock Partners (UK) Ltd Duchy Independent Financial Advisers Limited Price Bailey Financial Services Limited Tavistock Private Client Limited The Tavistock Partnership Limited Tavistock Services Limited Tavistock Estates Planning Services Limited King Financial Planning LLP 3, The Cornerstone Market Place, Kegworth, Derby DE74 2EE Cornerstone Asset Holdings Limited 26 Upper Pembroke Street, Dublin 2, Ireland Tavistock Wealth (Global) Limited 30, Boulevard Royal, L-2449 Luxembourg, Grand- Duché de Luxembourg Tavistock S.à.r.l. Holding Direct Direct Direct Direct Direct Indirect Direct Direct Direct Direct Direct Direct Direct The Group has chosen not to consolidate Tavistock S.à.r.l. as it is immaterial to the Group. The Company also had a 50% holding and exercised management control over King Financial Planning LLP. V. TANGIBLE FIXED ASSETS Leasehold tangible assets Computer equipment Office fixtures, fittings and equipment Cost £’000 £’000 Balance at 1 April 2019 Additions Adoption of IFRS 16 Disposals Balance at 31 March 2020 Accumulated depreciation Balance at 1 April 2019 Depreciation charge Disposals Balance at 31 March 2020 Net Book Value At 31 March 2020 At 31 March 2019 - - 573 - 573 - 207 - 207 366 - 51 98 - (19) 130 19 38 (19) 38 92 32 £’000 673 3 - - 676 268 122 - 390 286 405 Total £’000 724 101 573 (19) 1,379 287 367 (19) 635 744 437 Included in Office fixtures, fittings and equipment are assets acquired under finance lease agreements with a net book value of £296,000 (2019: £360,000). 54 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020In line with the accounting standard IFRS 16 the Company has capitalised its operating lease agreements in the financial year. See accounting policy on page 52 for full description of the new recognition. Included in Leasehold tangible assets are assets acquired under operating lease agreements with a net book value of £366,000 (2019: £Nil). VI. INTANGIBLE FIXED ASSETS Cost Balance at 1 April 2019 Additions Disposals Balance at 31 March 2020 Accumulated amortisation Balance at 1 April 2019 Amortisation charge Disposals Balance at 31 March 2020 Net Book Value At 31 March 2020 At 31 March 2019 VII. DEBTORS: due within one year Trade debtors Prepayments and accrued income Other debtors Amounts owed by subsidiary undertakings VIII. DEBTORS: due after one year Deferred tax asset Computer software £’000 496 - (496) - 245 118 (363) - - 251 31 March 2020 31 March 2019 £’000 19 186 190 1,166 1,561 £’000 - 227 152 818 1,197 31 March 2020 31 March 2019 £’000 - - £’000 299 299 55 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020IX. CASH AND CASH EQUIVALENTS Cash at bank and in hand X. CREDITORS: amounts falling due within one year Trade creditors Accruals Other tax and social security Other creditors Deferred consideration Term loan Amounts owed to subsidiary undertakings XI. CREDITORS: amounts falling due after one year Term loans Other creditors 31 March 2020 31 March 2019 £’000 539 539 £’000 349 349 31 March 2020 31 March 2019 £’000 430 88 255 404 - 63 5,420 6,660 £’000 209 130 224 136 500 361 4,546 6,106 31 March 2020 31 March 2019 £’000 1,460 272 1,732 £’000 1,523 243 1,766 Details of the Company’s borrowings are provided in Note 11 to the consolidated financial statements. XII. SHARE CAPITAL Details of the Company’s share capital and the movements in the year can be found in Note 15 to the consolidated financial statements. XIII. SHARE OPTIONS EMI Share Option Scheme Details of the share options outstanding at 31 March 2020 can be found in Note 16 in the consolidated financial statements. 56 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020 XIV. RELATED PARTY TRANSACTIONS Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS 101 not to disclose Group transactions in respect of wholly owned subsidiaries. As announced on 27 September 2019, in order to bolster the Company’s regulatory capital position in a manner that would not be dilutive to shareholders, it entered into an unsecured, convertible loan facility with two of its Directors, Oliver Cooke and Brian Raven, and with its then Chief Investment Officer, Christopher Peel (the “Facility”). The Facility was for £630,000 and could be drawn down by the Company at any point within the following year. Each of the potential lenders gave an irrevocable undertaking to the Company that upon receipt of 30 days’ notice and subject to compliance with regulatory obligations regarding close periods, they would provide up to £210,000 of loan capital to the Company on the following terms: • Facility fee 5% of the funds committed; • judgment payable on funds drawn down of 10%; • the repayment of any sums drawn down, together with interest thereon, to be made on 30 September 2020; • the option for the Company only, at its absolute discretion, to elect to convert amounts drawn down, together with interest thereon, into new ordinary shares in the Company of 1p each, at a conversion price of 2p per share, being the then bid price; and • a non-utilisation fee payable, if appropriate, on 30 September 2020, equivalent to 3% of funds committed but not drawn down. 57 TAVISTOCK INVESTMENTS PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)FOR THE YEAR ENDED 31 MARCH 2020TAVISTOCK INVESTMENTS PLC ADVISERS Registrars Share Registrars Limited The Courtyard 17 West Street Farnham Surrey GU9 7DR Nominated Adviser Arden Partners Plc Broker 125 Old Broad Street London EC2N 1AR Allenby Capital 5 St Helen’s Place London EC3A 6AB Independent Auditors Crowe U.K. LLP St Bride’s House 10 Salisbury Square London EC4Y 8EH 58 For more information about Tavistock Investments Plc or our investment products please write to the address below or email us at investments@tavistockinvestments.com Tavistock Investments PLC 1 Bracknell Beeches, Old Bracknell Lane, Bracknell RG12 7BW United Kingdom 01753 867000 Tavistock Investments PLC is registered in England and Wales with company number 05066489. Registered Office as above. TAVISTOCK INVESTMENTS PLCREPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020

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