Tavistock Investments Plc
Annual Report 2021

Plain-text annual report

REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 Company Number: 05066489 EACH REVOLUTIONARY THOUGHT ACCELERATES GROWTH 2021TAVISTOCK INVESTMENTS PLC REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 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 statement of financial position Company statement of changes in equity Notes forming part of Company financial statements Advisers 2 - 6 7 - 10 11 - 15 16 - 20 21 22 - 23 24 - 28 29 30 31 32 - 33 34 - 51 52 53 54 - 58 59 Page 1 TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 MARCH 2021 I am pleased to report that the Company’s future has been transformed by the strong financial performance of the business during the year and the subsequent entry into a ten-year strategic partnership with Titan Wealth. The Group is reporting a creditable 58% increase in the level of adjusted EBITDA (being earnings before interest, taxation, depreciation and amortisation as adjusted for share-based payments and exceptional items). Adjusted EBITDA for the year under review was £2.88million (prior year: £1.83million). As part of the arrangements with Titan, it has acquired the Group’s investment management business, Tavistock Wealth Limited, for a consideration of up to £40 million in cash together with a ten-year earn out. £20 million was paid upon completion, with the remaining £20 million to be paid in instalments over the next three years linked to the maintenance of Tavistock Wealth’s revenue. The transaction completed in August 2021. The receipt of these funds enables the Board to continue to grow the business, both organically and through acquisition, without the need to dilute the interests of shareholders. Details of the strategies followed, both to protect the business during the onset of the coronavirus pandemic and to achieve the marked improvement in adjusted EBITDA, can be found in the Strategic Report. Investment Management In July 2020, John Leiper was appointed as the Group’s new Chief Investment Officer and fund performance began to improve dramatically. Over the subsequent 9 months to the financial year end, 5 of the Company’s 7 risk progressive ACUMEN funds performed in the top quartile when measured against the appropriate Investment Association (IA) sector, a standard industry benchmark, with 4 of them being ranked in the top decile. Despite becoming Titan employees, John Leiper and the investment team continue to work closely with Tavistock’s advisers and other members of the Group. Tavistock is Titan’s principal retail distribution partner and the Group has formed a new subsidiary, Tavistock Asset Management Limited, to oversee and promote the Group’s centralised investment proposition, within which clients invest in either the ACUMEN funds, or the Group’s ranges of active, passive and socially responsible portfolios. Gross revenue for investment management rose by 7% during the year to £5.9 million (2020: £5.5 million). However, operating costs within the business were reduced and consequently adjusted EBITDA improved by 30% to £3.9 million (2020: £3 million). Funds under management at £1.2 billion have increased 15% compared to the previous year (2020: £1 billion). Page 2 TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2021 The business has once again been short-listed as a finalist for a variety of industry awards including “Company of the year” and “Best Discretionary Fund Manager” in the Money Marketing Awards 2021. Advisory The Group’s advisory business delivered a commendable 508% improvement in adjusted EBITDA performance, from £375,000 in the prior year to £2.28 million in the year under review. Revenues, at £23.7 million were in line with the previous year (2020: £23.3 million). The improvement in adjusted EBITDA was predominately achieved by greatly improving the performance of three subsidiaries, each of which now makes a significantly greater contribution to the Group’s profitability. The proceeds from the disposal of Tavistock Wealth will enable the Group to supplement the organic growth of its advisory business with an accelerated programme of acquisitions. Financial review At the start of the financial year, during the first wave of the coronavirus pandemic, before vaccines had been developed and the entire country had been placed into lock-down, the Board negotiated a one-year capital repayment holiday on a historic £1.4 million term loan from NatWest and secured a precautionary £2.13 million CBILS facility. This enabled the Board to bring forward the launch of a long-planned Group reorganisation project. This project has proved particularly effective and is anticipated to reduce the Group’s overhead costs by approximately £750,000 in a full year. A provision of £1.2 million to cover the one-off cost of the project has been charged to the profit and loss account as an exceptional item. Further details of the project can be found in the Strategic Report. During the year, the Board attempted to introduce a new growth share incentive arrangement to replace the use of share options as a means of incentivising Directors and Senior Managers. The reason for seeking such a change was to avoid the share-based payment charges that adversely impact the Company’s reported performance to a material extent and consequently also adversely impact the Company’s share price and its market capitalisation. Having consulted with several of the Company’s larger shareholders and received assurances from them that they would vote in favour of the introduction of the new growth share incentive scheme, the Executive Directors, on 1 March 2021, surrendered for nil consideration all the share options previously held by them. Notwithstanding the assurances that had been received, two of the shareholders subsequently changed their minds and instead of voting in favour of the introduction of the new growth share incentive arrangement, voted against it. Consequently, whilst the resolution received majority support, it failed to reach a sufficient level (75%) for it to be passed as a special resolution. The rejection of an alternative incentive arrangement has obliged the Company to revert to the use of share options. After the balance sheet date, new options have been issued to the Executive Directors to replace those that had been surrendered by them in good faith. The number of options issued to them, together with the exercise price, reflected the loss of the tax benefit accruing to the original options they held. The Company also reduced its share capital by £11.8 million during the year, with shareholders’ consent and the sanction of the Courts, by writing off deferred shares with a nominal value of £7.3 million and by reducing the share premium account by £4.5 million. The £11.8 million was then credited to the Company’s revenue reserve account which eliminated the historic deficit on that account and created the distributable reserves required to enable the Company to pay dividends. Page 3 TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Financial performance The Group has continued to grow the level of adjusted EBITDA, as it has done every year since its inception. For the year ended 31 March 2021, adjusted EBITDA was £2.88 million, a 58% increase over the previous financial year (£1.83 million). Following discussion with the Company’s auditors regarding the requirements of IFRS 2 in relation to the share options surrendered by the Executive Directors in March 2021, only a proportion of the historic share-based payment charge has been eliminated in the accounts for the year under review. Where replacement share options have been issued in respect of those options which have been cancelled, the charge recognised will only be the marginal fair value of the replacement options above that of the cancelled options. Thus, the balance of the historic charge will serve to reduce the charge that would otherwise have been made in connection with such replacement options. The Group is reporting an Operating Profit of £1.23 million, after providing £1.2 million for the one-off reorganisation costs, referred to above. This compares favourably with the prior year’s Operating Loss of £5.47 million. Gross revenues at £28.7 million were in line with those of the previous year (£28.8 million) and Gross profit at £12.1 million was 3% ahead of the prior year (£11.8 million). At the year end, the Group’s net assets increased by 2% from £15.4 million in 2020 to £15.7 million in 2021. The Group generated £2.2 million from operations (31 March 2020: £2.4 million) and made £2.0 million of payments (31 March 2020: £3.4 million) on loan interest, finance costs, the purchase of client books and the development of key initiatives. As discussed in the Strategic Report, the Group secured a £2.13 million CBILS facility and ended the year with cash resources of £4.5 million (31 March 2020: £2.4 million). The financial performance of the Group during the past two years is summarised in the table below. Adjusted EBITDA is highlighted in the table as this is considered the most appropriate measure of the Group’s performance because it removes the distorting effect of one-off gains and losses arising on acquisitions, as well as the impact of non- cash items. Page 4 TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2021 31 Mar 2021 31 Mar 2021 £’000 £’000 31 Mar 2020 £’000 Movement Gross Revenues Adjusted EBITDA Depreciation & amortisation Additional depreciation resulting from the introduction of IFRS16 Share based payments Profit from Operations- before exceptional items Impairment of intangible assets Provision for one-off reorganisation costs / Acquisition re- lated costs Reported Profit/ (Loss) from Operations Earnings/(Loss) per share Net assets at year end Cash Resources at year end 28,712 2,875 (727) - 282 2,430 - (1,200) 1,230 0.13p 15,730 4,457 28,803 1,825 (1,295) (275) (229) 26 (5,039) (460) (5,473) (0.95)p 15,404 58% increase 44% decrease * below 2% increase 2,416 85% increase * An Impairment provision was recognised on Intangible Assets in the year ended 31 March 2020 Post Balance Sheet Events On 8 April 2021, the Company announced that it had established a captive cell insurance facility that would enable it to provide a proportion of the Group’s professional indemnity insurance requirement through an in-house insurer and thereby save approximately £250,000 per annum, compared to the cost of obtaining the same level of insurance cover as last year from third party providers. Such cells are established under the umbrella of an existing insurance provider, in this instance based in Guernsey. The insurance provider supplies both the professional expertise and the necessary regulatory capital. As part of a licensed insurance entity, the cell acts in the same way as a traditional insurance company, by receiving premiums and paying claims. However, it retains any underwriting profit for the benefit of its parent, rather than for the benefit of a third-party insurer. On 14 June 2021 the Company announced its entry into a ten-year strategic partnership with Titan Wealth, as detailed above. As part of the arrangements Titan has acquired the Group’s investment management business, Tavistock Wealth, for a consideration of up to £40 million in cash together with a ten-year earn out. The transaction was completed in August 2021. On 15 June 2021 the Company announced the acquisition of the business and assets of Chater Allan Financial Services LLP, an independent advisory business based in Cambridge. The acquisition of this business has added approximately £110 million to the Group’s funds under advice and is expected to contribute to the Group’s profitability in the current financial year. Future Prospects Having received the initial £20 million from the sale of Tavistock Wealth, the Board paid down historic borrowings and will now consider the Company making market purchases of its own shares. Any shares purchased in this manner will be cancelled, thereby improving the earnings per share for all remaining issued shares. Page 5 TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT (continued) FOR THE YEAR ENDED 31 MARCH 2021 One of the Board’s stated objectives is to establish a growing dividend stream for the benefit of the Company’s shareholders. I am therefore pleased to advise you of our intention to pay an interim dividend of 0.05 pence (gross) per share. The Record Date for this dividend will be Friday 17th September 2021 and the Payment Date will be Monday 4th October 2021. This dividend is five times larger than the maiden dividend of 0.01 pence per share that was paid in July 2019 and reflects the Company’s strong financial performance and prospects. The Board’s focus is now on developing a much larger and more profitable distribution and wealth management business and by so doing, delivering enhanced value to shareholders The funds from Titan Wealth will enable the Board to make acquisitions without diluting the interests of shareholders. It is anticipated that the contribution to the Group’s profitability from such acquisitions will exceed Tavistock Wealth’s historic contribution in the short to medium term. I would like to take the opportunity to acknowledge once again the significant contribution, the hard work and the dedication of our excellent staff and to thank them for the enormous support that they have given to the business over the past year. I look forward to updating you further. Oliver Cooke Chairman 6 September 2021 Page 6 TAVISTOCK INVESTMENTS PLC STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2021 The Board of Directors, both individually and collectively, have continued to act in a manner which they consider, in good faith, would be most likely to promote the ongoing success of the Company for the benefit of its members as a whole, as required by S172 Companies Act 2006. In doing so they have, amongst other matters, given regard to the following: - The likely long-term consequences of any decisions - The interests of the Company’s employees - The need to foster the Company’s relationships with its customers, suppliers, and others - The impact of the Company’s operations on both the community and the environment - The desirability of maintaining the Company’s reputation for high standards of business conduct, and - The need to act fairly between members of the Company. During the year under review, the Board’s focus was on achieving three principal objectives, each of which was intended to further the interests of the Company’s shareholders. These objectives were: - To protect and preserve the business in the face of the pandemic - To improve the operational efficiency and commercial performance of the business - To grow the business. To protect and preserve the business At the start of the financial year, the first wave of the coronavirus pandemic was unfolding, vaccines had not yet been developed, the Government had placed the entire country into lock-down and no one could foresee what the impact would be on businesses in general, and on Tavistock in particular. Against this backdrop, the Board’s priority was to protect the business which it did as swiftly as possible, by cutting costs and by preserving the Company’s cash resources. To achieve this end, and to lead by example, each member of the Board immediately agreed to waive twenty per cent of their salaries during the first quarter of the year and to review the position thereafter. At the same time, all members of staff were invited to consider making a similar voluntary sacrifice and a very high proportion agreed to participate. It was made clear to all that there was no guarantee of repayment and it was humbling to see the high level of support that was forthcoming. It was therefore particularly gratifying to be able to repay every member of staff in full, in February 2021. In addition, each of the Company’s landlords were approached with a view to waiving or deferring a proportion of the first quarter’s rent. Most agreed to do what they could, with only one landlord being unprepared to offer any form of assistance. Having protected the business’s resources as far as possible, the Board then investigated the support packages being offered by the Government. Subsequently, some of the Group’s administrative staff were placed on furlough and the Group secured a precautionary £2.13 million CBILS facility. It also negotiated a one-year capital repayment holiday on a historic £1.4 million term loan facility from NatWest. To improve the operational efficiency and commercial performance of the business The CBILS facility, together the loan repayment holiday, gave the Board the confidence to bring forward the launch of a long-planned Group reorganisation project. Page 7 TAVISTOCK INVESTMENTS PLC STRATEGIC REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 This project has proved particularly effective and has resulted in: - a reduction in the number of offices from eleven to six, - a reduction in staff numbers and replacement of the Chief Investment Officer, - withdrawal from historically unproductive commercial arrangements, such as the partnership with the Law Society, - the introduction of a new adviser retention programme, - significant strengthening of the Group’s IT infrastructure; and - comprehensive updating of the compliance oversight and risk management regimes. A reorganisation reserve of £1.2 million was established in the Group’s Profit and Loss account to cover the anticipated one-off cost of the project. It is the Board’s current expectation that the project will deliver a reduction in the Group’s overheads of approximately £750,000 per annum. The Board also successfully increased the profit contribution from three previously underperforming subsidiaries. It the year under review, the Group’s high net worth advisory business, Tavistock Private Client Limited, contributed approximately £204,000 to the Group’s adjusted EBITDA – in marked contrast to the prior year’s adjusted EBITDA loss of £494,000. Similarly, the Group’s appointed representative network business, The Tavistock Partnership, contributed approximately £134,000 versus the prior year’s adjusted EBITDA loss of £223,000 and Tavistock Partners Limited increased its contribution from £36,000 (2020) to £543,000 (2021). The Company also launched the Tavistock Platform, a low-cost platform for use by the Group’s advisers and their clients. Growing the business The challenge faced by the Board had long been the inability to grow through acquisition whilst the Company’s share price, and thus its market capitalisation, sat so far below the intrinsic value of the assets developed within the Group. The Board believes that a conservative sum of the parts valuation of the Group’s advisory and investment management businesses would total £80 million to £100 million. This would be equivalent to a share price of between 13p and 16p per share. By contrast, at a share price of 2.3p as of 31st March 2021, the market valued the Company at approximately £14 million - equivalent to less than 20% of the Board’s assessment. This mismatch meant that the Board could neither issue new shares as consideration for an acquisition, nor raise additional working capital, without further, significant reduction in shareholder value. It also resulted in the Company receiving an unwelcome bid approach from an opportunistic newcomer to the market, which was vigorously rebuffed and ultimately proved to be no more than an expensive distraction. The Board had previously considered partnering with a private equity provider to take the Company off the market and to fund its development. However, following investigation this was rejected as not being in the best long-term interests of all shareholders. In June 2021, after the year end date, the Company announced that it had entered a ten-year strategic partnership with Titan Wealth Holdings Limited and that as a part of the arrangements Titan would acquire the Group’s investment management business, Tavistock Wealth Limited, for a consideration of up to £40 million (equivalent in value to 6.58p per share currently in issue) together with a ten-year earn out. This transaction was completed in August 2021. Consequently, the Company’s share price rose, albeit to a level that remains significantly below the value of the Group’s underlying assets. More importantly, the Company now has the financial resources to fund an acquisition programme without any dilution in shareholder value. Page 8 TAVISTOCK INVESTMENTS PLC STRATEGIC REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Use of Proceeds The Company received £20 million in cash, on completion, with a further £20 million to be paid over the next three years, linked to the maintenance of TWL’s revenues. Of this sum, approximately £3.5 million has been used to repay historic bank debt, including the £2.13 million CBILS loan taken out in 2020. The Board will now consider the Company making market purchases of its own shares which, as a consequence, will increase the earnings per share of the shares remaining in issue. However, the predominant use of the funds will be to accelerate the growth of the Group’s wealth management business both organically and through an acquisition programme. Current objectives In the current financial year, the Board is focussed on the following areas: • efficiently and effectively fulfilling its role as Titan’s principal retail distribution partner • increasing the scale of the Group’s advisory business both organically and by acquisition • improving shareholder value. Financial Review Details of the Company’s strong f inancial performance during the year under review can be found in the Chairman’s Statement. Risks and Uncertainties The Group continues to face the usual risks of operating within a regulated environment. To mitigate these risks, the Board has comprehensively updated the Group’s compliance oversight and risk management regimes. The Board also actively promotes an ethos of acting at all times with honour, dependability and vigilance, and a culture within which the client is placed at the centre of everything that the Company does. The Company also faces the challenge of replacing the lost contribution to its profitability resulting from the disposal of Tavistock Wealth Limited. It expects to do this with the contribution to be received from acquisitions and the development of Tavistock Asset Management over the short to medium term. Given the proceeds from the disposal of Tavistock Wealth, the Board remains confident that the business has sufficient cash resources to meet its working capital requirements and to justify use of the going concern assumption as the appropriate basis on which to prepare the Group’s accounts. Corporate Governance Our activities in relation to Corporate Governance are set out separately within the Corporate Governance Report on pages 11 to 15. Page 9 TAVISTOCK INVESTMENTS PLC STRATEGIC REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Future Prospects The Company’s strong financial performance during the year under review, its profitable trading in the current year and its substantial cash resources mean that it has emerged from the crisis in extremely good shape. As highlighted above, the Board’s operational focus will be on working closely with Titan, its new partner, and on increasing shareholder value by developing a much larger wealth management business. If this is accomplished without shareholder dilution, it will increase the earnings and thus the value of each share in issue. I look forward to updating you on our progress. Approved by the Board of Directors and signed on its behalf by Oliver Cooke Chairman 6 September 2021 Page 10 TAVISTOCK INVESTMENTS PLC CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH 2021 The Board recognises that good corporate governance can reduce risk within the business, can promote confidence and trust amongst its stakeholders and underpins the effectiveness of the Company’s management framework. 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 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. Principle 1: Establish a strategy and business model which promote long-term value for shareholders • The Board’s original strategy had been to establish a profitable investment management business, to use the Group’s advisory business as a means of promoting investment management services and to improve shareholder value through the delivery of increased profitability. • The partnership with Titan Wealth Management has led to a modification of this strategy. It has enabled the Company to accelerate receipt of part of the adjusted EBITDA contribution that would have been generated by the investment management business. The Company will continue to derive income from this area of activity, at a lower level but with a lower cost base • Consequently, the Company now has at its disposal the resources required to more rapidly expand its advisory business and to accelerate the growth of investment management assets. • The Group’s advisory business trades profitably in its own right and as the scale of this business grows, so too will its commercial value and its value as Titan’s principal retail distribution partner. • The Board has gained shareholder approval to allow the Company to make market purchases of its own shares. Any shares purchased in this manner will be cancelled which will reduce the number of shares that the Company has in issue and will increase the earnings per share of those shares remaining in issue. • The combination of an increase in the commercial value of the business and a reduction in the number of shares in issue, will lead to a long-term improvement in shareholder value. • Key risks have been addressed in the Strategic Report. Principle 2: Seek to understand and meet shareholder needs and expectations • The Board welcomes constructive engagement with shareholders and over the past year has demonstrated its willingness to respond appropriately when valid concerns have been raised by them. • 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 Meeting. The AGM adhered to the relevant covid restrictions and all Board members endeavoured 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. Page 11 TAVISTOCK INVESTMENTS PLC CORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success • The Board places great emphasis on the safety, wellbeing and mental health of all of the Company’s employees and has engaged in a number of initiatives to improve each of these. • The Company also recognises the importance of engagement with its stakeholder groups, which, in addition to its employees, include investors, clients, strategic partners and the relevant authorities. The Board seeks to treat each of these groups in a fair and open manner. • The Company has continued to support a national charity, the Clock Tower Foundation, and to encourage the involvement of staff in various local and national fund-raising events. • The Company endeavours to take account of, and to respond to, feedback received from stakeholders. • 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 carbon footprint through the greater use of online meeting technology and a reduction in the number of office premises. Principle 4: Embed effective risk management throughout the organisation, considering both opportunities and threats • During the year under review, the Company undertook a comprehensive overhaul of the Group’s compliance and risk management processes. This included the introduction of individual advisor score cards to allow for more effective oversight. The score cards directly link each adviser’s track record with the level of risk associated with each of the products that they recommend to their clients. This enables the Company to determine the specific level of compliance oversight to be applied to each adviser. • 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 includes the Company’s non-executive directors and has recently been strengthened through the recruitment of an experienced Risk Manager. Regular reports are prepared by this committee that are reviewed by the Audit Committee before being submitted to the Board. • Commercial risks and opportunities are considered by the Board and by the Group’s Leadership Board, which is comprised of the Executive Directors and the heads of all major Group functions. The Leadership Board meets formally on a monthly basis. Principle 5: Maintain the board as a well-functioning, balanced team led by the chair • The composition, roles and responsibilities of the Board and of the various Committees are set out on page 14 and 15 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. • 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. Page 12 TAVISTOCK INVESTMENTS PLC CORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 • Under the terms of their contracts, the Non-Executive Directors are required to obtain the prior written con- sent 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 consult- ed and received advice as well as updates from the Company’s nominated advisors, brokers, company secre- tary, 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 which the Non- Executive Directors are able to monitor and assess the performance of the Executive Directors and to hold them to account. • The respective Board members periodically review and cross-evaluate the Board’s performance and effective- ness 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 every three years. Principle 8: Promote a corporate culture that is based on ethical values and behaviours • The Company’s ethos is, to act at all times with honour, dependability and vigilance. The Board also actively promotes a culture in which the client is placed at the centre of everything that the Company does. • The Board places great emphasis on the wellbeing of the Company’s employees and on providing a safe and secure environment for them. The Company’s Employee Handbook provides a guideline for employees on the day-to-day operations of the Company. • The Company is similarly committed to a transparent, flexible and open culture promoting family values and avoiding discrimination on the basis of gender, religious belief, age, ethnicity or sexual orientation. • The Company is mindful of the need for, and is committed to, environmental responsibility and sustainability. Page 13 TAVISTOCK INVESTMENTS PLC CORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board • Good decision making requires information, consideration, discussion, and challenge followed by action, communication and the acceptance of collective responsibility. This is accomplished through the employment of Directors who have the confidence to express their views, through the prior circulation of briefing papers allowing adequate time for their proper consideration ahead of meetings. Board meetings are openly conduct- ed, with the accurate minuting of outcomes and the wider communication of those outcomes as appropriate. • The avoidance of conflicts of interest, through the delegation of responsibility for certain areas to specialist committees, such as audit and remuneration, 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 share- holders and to the market through the announcement of its full-year and half-year results, the posting of such announcements onto the Company’s website in a timely manner and by mailing copies of the Annual Report and Accounts to shareholders. These are also made available for discussion with shareholders at the Company’s AGM. • Departmental heads liaise regularly and meet formally on a monthly basis to share and review information on the Company’s progress and to discuss progress within their specific areas of responsibility. • Other members of staff are briefed informally on an ad-hoc basis and formally through emails from the Chief Executive and other senior management as appropriate, as well as a series of presentations delivered at the Annual Company Day. During the year, on-line meetings replaced physical ones. 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 The 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 judgement to issues brought before the Board. The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. In the year under review the Board met 15 times with no apologies for absence being recorded. Directors are free to take independent professional advice as they consider appropriate at the Company’s expense. Page 14 TAVISTOCK INVESTMENTS PLC CORPORATE GOVERNANCE REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 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 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, three Remuneration Committee meeting were held, and both members of the Committee were in attendance. Nomination Committee The Directors do not consider it necessary, or appropriate, at present to establish a Nomination Committee given the size of the Company. This will be kept under review as the Company develops. Page 15 TAVISTOCK INVESTMENTS PLC DIRECTORS’ REPORT FOR THE YEAR ENDED 31 MARCH 2021 Principal 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 6 September 2021: Name Brian Raven Andrew Staley Lighthouse Group Plc Oliver Cooke Christopher Peel Hugh Simon Helium Rising Stars Kevin Mee Paul Millott Number of Shares % of Ordinary Shares 68,759,362 55,953,204 30,487,805 30,367,756 30,035,277 30,000,000 29,398,378 27,930,050 26,902,417 11.31% 9.21% 5.02% 5.00% 4.94% 4.94% 4.84% 4.59% 4.43% Directors Details of the Directors of the Company who served during the period are as follows: Oliver Cooke - Chairman, aged 66 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 65 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. Page 16 TAVISTOCK INVESTMENTS PLC DIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Roderic Rennison - Non-Executive Director, Chairman of Remuneration Committee, aged 66 Roderic has more than 40 years of experience in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters. He provides consultancy services in the sector to a range of providers, fund managers and intermediaries and particularly specialises on the Retail Distribution Review, for which he chaired the professionalism and reputation work stream. Peter Dornan - Non-Executive Director, Chairman of Audit Committee, aged 65 Peter has spent more than 40 years in the financial services industry. Having joined AEGON in 1981 as a sales consultant he progressed through a series of sales and general management positions to being appointed to the executive management board in 1999. He had executive responsibility for post-acquisition integration of a number of businesses including Guardian Assurance, Positive Solutions and Origen. Peter was also responsible for Scottish Equitable International in Luxembourg from 1996 until 2002 and was appointed chairman of AEGON Ireland when it was launched in 2002. Since 2012, Peter has acted as a consultant to a number of businesses within the financial services sector with a particular emphasis on governance, risk management and financial controls. Diversity Tavistock is an equal opportunities employer and does not discriminate against staff on the basis of disability, age, religious belief, gender, ethnicity or sexual orientation. Greenhouse gas emissions The Group currently has minimal greenhouse gas emissions to report from its operations and does not have responsibility for any other emission producing sources, as defined by the Companies Act 2006 (Miscellaneous Reporting) Regulations 2018. As a consequence, it has not published a GHG Emissions Statement. Communication with shareholders The Board welcomes constructive engagement with shareholders and over the last year has demonstrated its willingness to respond appropriately where valid concerns are raised by them. 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 ongoing 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 upon which to prepare the accounts for the year ended 31 March 2021. Having completed this review and given the proceeds arising from the disposal of Tavistock Wealth, the Board remains confident that the business has sufficient cash resources to meet its working capital requirements for the foreseeable future, being at least the next twelve months, and to justify use of the going concern assumption as the appropriate basis upon which to prepare the Group’s accounts. Financial instruments Details of the use of financial instruments by the Group are contained in Note 15 of the financial statements. Page 17 TAVISTOCK INVESTMENTS PLC DIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Share capital Changes to share capital during the year are summarised in Note 16 to the accounts. Charitable and Political Donations The Group did not make any material political or charitable donations in the year (2020: £16,372). Post Balance Sheet Events On 8 April 2021 the Company announced that it had established a captive cell insurance facility that would enable it to provide a proportion of the Group’s professional indemnity insurance requirement through an in-house insurer. Details of this facility can be found in the Chairman’s Statement. On 14 June 2021 the Company announced its entry into a ten-year strategic partnership with Titan Wealth, as detailed in the Chairman’s Statement. As a part of the arrangements Titan has acquired the Group’s investment management business, Tavistock Wealth, for a consideration of up to £40 million in cash together with a ten-year earn out. The transaction was completed in August 2021. On 15 June 2021 the Company announced the acquisition of the business and assets of Chater Allan Financial Services LLP, an independent advisory business based in Cambridge. The acquisition of this business has added approximately £110 million to the Group’s funds under advice and is expected to contribute to the Group’s profitability in the current financial year. Dividends One of the Board’s stated objectives is to establish a growing dividend stream for the benefit of the Company’s shareholders. I am therefore pleased to advise you of our intention to pay an interim dividend of 0.05 pence (gross) per share. The Record Date for this dividend will be Friday 17th September 2021 and the Payment Date will be Monday 4th October 2021. This dividend is five times larger than the maiden dividend of 0.01 pence per share that was paid in July 2019 and reflects the Company’s strong financial performance and prospects. 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 2021 represented 24 days’ purchases (2020: 22 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. Page 18 TAVISTOCK INVESTMENTS PLC DIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 The Directors acknowledge that they are responsible for the system of internal control, which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss. Directors’ responsibilities The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with UK Generally Accepted Accounting Principles (“UK GAAP”) including Financial Reporting Standard 101, the Financial Reporting Standard applicable in the UK and Republic of Ireland and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; • for the parent Company financial statements, state whether applicable UK 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. Page 19 TAVISTOCK INVESTMENTS PLC DIRECTORS’ REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Directors’ interests The Directors’ beneficial interests in the Ordinary Share Capital and options to purchase such shares are as follows: Ordinary shares of 1p each 31 March 2021 31 March 2020 Share options Shares Share options Shares Executive Directors: Oliver Cooke Brian Raven Non-Executive Directors: Roderic Rennison Peter Dornan - - - - 28,959,256 67,422,362 355,011 250,000 26,600,000 27,709,256 31,600,000 66,172,362 - - 355,011 - During the year, the Board attempted to introduce a new growth share incentive arrangement to replace the use of share options as a means of incentivising Directors and Senior Managers. The reason for seeking such a change was to avoid the share-based payment charges that adversely impact the Company’s reported performance to a material extent and consequently also adversely impact the Company’s share price and its market capitalisation. Having consulted with a number of the Company’s larger shareholders and received assurances from them that they would vote in favour of the introduction of the new growth share incentive scheme, the Executive Directors, on 1 March 2021, surrendered for nil consideration all of the share options previously held by them. Notwithstanding the assurances that had been received, two of the shareholders subsequently changed their minds and instead of voting in favour of the introduction of the new growth share incentive arrangement, voted against it. Consequently, whilst the resolution received majority support, it failed to reach a sufficient level (75%) for it to be passed as a special resolution. The rejection of an alternative incentive arrangement has obliged the Company to revert to the use of share options as a means of incentivising and rewarding the Executive Directors and other senior management. Full details of the share options that had previously been 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 6 September 2021 Page 20 TAVISTOCK INVESTMENTS PLC AUDIT COMMITTEE REPORT FOR THE YEAR ENDED 31 MARCH 2021 On behalf of the Board, I am pleased to present the Audit Committee report for the financial year ended 31 March 2021. Principal Responsibilities of the Committee • Ensuring the financial performance of the Group is properly reviewed, measured and reported; • Monitoring the quality and adequacy of internal controls and internal control systems implemented across the Group; • Receiving and reviewing reports from the Group’s management and auditors relating to the interim and annual accounts; • Reviewing 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 2021, 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 undertaken a comprehensive overhaul of its compliance and risk management regimes. It 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 risk manager. 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 reappointment of Crowe UK LLP as Auditors. 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 6 September 2021 Page 21 TAVISTOCK INVESTMENTS PLC REMUNERATION REPORT FOR THE YEAR ENDED 31 MARCH 2021 Compliance 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 three times with both members in attendance. As referred to in the Directors Report, on 1 March 2021 the Executive Directors surrendered, for nil consideration, all of the share options previously held by them. The surrender of these options by the Executive Directors was done in good faith. Share options During the year, the Board attempted to introduce a new growth share incentive arrangement to replace the use of share options as a means of incentivising Directors and Senior Managers. The reason for seeking such a change was to avoid the share-based payment charges that adversely impact the Company’s reported performance to a material extent and as a consequence also adversely impact the Company’s share price and its market capitalisation. Having consulted with a number of the Company’s larger shareholders and received assurances from them that they would vote in favour of the introduction of the new growth share incentive scheme, the Executive Directors, on 1 March 2021, surrendered for nil consideration all of the share options previously held by them. Notwithstanding the assurances that had been received, two of the shareholders subsequently changed their minds and instead of voting in favour of the introduction of the new growth share incentive arrangement, voted against it. Consequently, whilst the resolution received majority support, it failed to gain a sufficient level of support (75%) for it to be passed as a special resolution. The rejection of an alternative incentive arrangement has obliged the Company to revert to the use of share options as a means of incentivising and rewarding the Executive Directors and other senior management. After the balance sheet date, new options have been issued to the Executive Directors to take the place of those that had been surrendered by them in good faith. The number of options issued to them, together with the exercise price, reflected the loss of the tax benefit accruing to the original options held by them. Service contracts The term of the Directors’ service contracts can be summarised as follows: Oliver Cooke Brian Raven 3 May 2013 To 31 March 2023, terminable thereafter on twelve months’ notice 12 May 2014 To 31 March 2023, terminable thereafter on twelve months’ notice Non-executive Directors Roderic Rennison 12 May 2014 Initial term 2 years, terminable at any time on three months’ notice Peter Dornan 22 August 2017 Initial term 2 years, terminable at any time on three months’ notice Page 22 TAVISTOCK INVESTMENTS PLC REMUNERATION REPORT (continued) FOR THE YEAR ENDED 31 MARCH 2021 Directors’ remuneration Details of each Director’s remuneration are provided in Note 6 to the financial statements entitled Staff Costs. Directors’ interest in shares Details of the Directors beneficial shareholdings can be found in the Directors Report. Approved by the Committee and signed on its behalf by Roderic Rennison Committee Chairman 6 September 2021 Page 23 TAVISTOCK INVESTMENTS PLC INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC FOR THE YEAR ENDED 31 MARCH 2021 Opinion We have audited the financial statements of Tavistock Investments Plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 31 March 2021, which comprise: • the Group consolidated statement of comprehensive income for the year ended 31 March 2021; • the Group consolidated and Parent Company statements of financial position as at 31 March 2021; • the Group consolidated and Parent 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 Accounting Standards in conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 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 Parent Company’s affairs as at 31 March 2021 and of the Group’s profit for the year then ended; • the group financial statements have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006; • the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and company’s ability to continue to adopt the going concern basis of accounting included obtaining and reviewing management’s assessment of going concern. This involved gaining an understanding of managements basis for the identification of events or conditions that may cast a significant doubt on the ability of the Group and company to continue as a going concern, and whether a material uncertainty related to going concern exists. Furthermore, we performed specific audit procedures around going concern; whereby we obtained managements budgets and forecasts and tested these for arithmetic accuracy. Furthermore, we assessed and challenged the assumptions used in Board’s assessment of going concern which included a full assessment of the Group’s financial resources and working capital forecasts. Page 24 TAVISTOCK INVESTMENTS PLC INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued) FOR THE YEAR ENDED 31 MARCH 2021 We also reviewed actual financial results against budgeted results, assessed the reasonableness of budgets and forecasts for successive financial years, evaluated the feasibility of management’s plans in respect of going concern as well as considered whether new facts or information have become available since management made their assessment. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Overview 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 judgement, we determined overall materiality for the Group financial statements as a whole to be £215,000 (FY2020: £215,000), based on 0.75% of Total Group Turnover. 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 judgements 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. Group materiality Group performance materiality Parent company materiality £215,000 £161,250 £155,000 Parent company performance materiality £116,250 We agreed with the Audit Committee to report to it all identified errors in excess of £10,750 (2019: £10,750). 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 V to the Company financial statements. Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the risks of material misstatement at the Group level. All of the trading subsidiaries, including King Financial Planning LLP have been subject to a full scope audit. Only material balances were audited in the Luxembourg domiciled entity; Tavistock S.a.r.l. Key Audit Matters Key audit matters are those matters that, in our professional judgement, 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. We set out below, those matters we identified as being Key Audit Matters. This is not a complete list of all risks identified by our audit. Page 25 TAVISTOCK INVESTMENTS PLC INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued) FOR THE YEAR ENDED 31 MARCH 2021 Key Audit Matters (continued) Revenue recognition The Group derives its revenue from fees and commissions arising from investment management and advisory sup- port services. During the year ended 31 March 2021, the Group recorded total revenue of £28,712 (FY2020: £28,803k). Investment management fees and commissions are earned from the provision of investment management services 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. How the scope of our audit addressed the key audit matter • 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 the performance obligation(s) was satisfied 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 platforms 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 • We reviewed and tested revenue cut off procedures. Carrying value of goodwill and separately identifiable intangible assets The Group’s investments in the parent and other intangible assets comprise goodwill arising on consolidation, cus- tomer & adviser relationships, regulatory approvals & systems and internally developed assets. When assessing the carrying value of goodwill, investments (including fair value) and intangible assets, manage- ment make judgements regarding the appropriate cash generating unit, strategy, future trading and profitability and the assumptions underlying these. How the scope of our audit addressed the key audit matter • We considered the risk that goodwill, investments and/or intangible assets were impaired. • We evaluated, in comparison to the requirements set out in IAS36, management’s assessment (using discounted • cash flow models) as to whether goodwill, investments and/or intangible assets were impaired. • We tested the arithmetical accuracy of the model, performed sensitivity analysis on the key assumptions in relation to growth rates and discount rates utilised within managements impairment assessment. • We performed stress testing where we examined the change in goodwill value should the growth rate fall or if the discount rate were to increase. • We examined management’s evaluation of the fair value of investments. • 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. Page 26 TAVISTOCK INVESTMENTS PLC INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued) FOR THE YEAR ENDED 31 MARCH 2021 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 contained within the annual report. 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. 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 this gives rise to a material misstatement in the financial statements themselves. 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. Opinion 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. Matters on which we are required to report by exception In light of the knowledge and understanding of the group and the parent company and their 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 where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of the directors As explained more fully in the directors’ responsibilities statement set out on pages 16 to 20, 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 parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Page 27 TAVISTOCK INVESTMENTS PLC INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF TAVISTOCK INVESTMENTS PLC (continued) FOR THE YEAR ENDED 31 MARCH 2021 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the Group and parent company operates. We also considered and obtained an understanding of the U.K. legal and regulatory framework which we considered in this context were the Companies Act 2006 and U.K. taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases including agreeing to supporting evidence where appropriate. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations. 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 Statutory Auditor London 6 September 2021 Page 28 TAVISTOCK INVESTMENTS PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2021 Revenue Cost of sales Gross profit Administrative expenses Profit/(Loss) from Operations Memorandum: Adjusted EBITDA Depreciation & amortisation Share based payments Provision for one off reorganisation costs/acquisition related costs Intangible asset impairment Profit/(Loss) from Operations Finance costs Profit share due to fellow member of LLP Profit/(Loss) before taxation Taxation Profit/(Loss) after taxation and attributable to equity holders of the parent and total comprehensive income for the year Note Year ended Year ended 31 March 31 March 2021 £’000 2020 £’000 3 3 3 5 9&10 10 12 7 28,712 (16,546) 12,166 (10,936) 1,230 2,875 (727) 282 28,803 (17,048) 11,755 (17,228) (5,473) 1,825 (1,570) (229) (1,200) (460) - 1,230 (235) (47) 949 (156) (5,039) (5,473) (241) (25) (5,739) 274 792 (5,465) Profit/(Loss) per share Basic and diluted 8 0.13p (0.95p) The notes on pages 34 - 51 form part of the Group financial statements. Page 29 TAVISTOCK INVESTMENTS PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MARCH 2021 31 March 2021 31 March 2020 Note £’000 £’000 £’000 £’000 ASSETS Current assets Trade and other receivables 11 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 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 earnings Total equity 9 10 12 12 12 13 14 16 16 3,286 4,457 7,743 1,037 17,703 915 16,907 18,740 26,483 (5,445) (3,297) (928) (831) (249) (10,750) 15,733 6,079 1,541 8,113 15,733 4,998 2,416 7,414 17,822 25,236 (4,994) (1,396) (1,234) (2,115) (93) (9,832) 15,404 13,426 6,001 (4,023) 15,404 The financial statements were approved by the Board and authorised for issue on 6 September 2021. Oliver Cooke Chairman The notes on pages 34 - 51 form part of the Group financial statements. Page 30 TAVISTOCK INVESTMENTS PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2021 Share capital Share premium Retained earnings/ (deficit) Total equity £’000 £’000 £’000 £’000 31 March 2019 13,101 5,681 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) - - 1,214 (58) - - 19,996 (58) 650 (5) (5,408) (5,408) 229 229 31 March 2020 13,426 6,001 (4,023) 15,404 Bfwd reserves of previously unconsolidated subsidiaries Profit for the year total and comprehensive income Equity settled share based payments - - - - - - Court sanctioned capital reduction (7,347) (4,460) (181) 792 (282) 11,807 (181) 792 (282) - 31 March 2021 6,079 1,541 8,113 15,733 The notes on pages 34 - 51 form part of the Group financial statements. Page 31 TAVISTOCK INVESTMENTS PLC CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2021 Cash flows from operating activities Profit/(Loss) before tax Adjustments for: Share based payments Depreciation on tangible fixed assets Amortisation of intangible assets Impairment on intangibles Restructuring Provision Net finance costs Acquisition related costs Cash flows from operating activities before changes in working capital Decrease in trade and other receivables and con- tract assets (Decrease)/ Increase in trade and other payables Cash generated in operations Investing activities Year ended 31 March 2021 Year ended 31 March 2020 £’000 £’000 £’000 £’000 949 (282) 513 214 207 1,200 235 - 3,036 430 (570) 2,896 (5,739) 229 506 1,064 5,039 - 241 460 1,800 375 1,798 3,973 Intangible assets- client lists and internally devel- oped assets Purchase of tangible fixed assets Deferred consideration payments (1,277) (190) (763) (3,112) (114) (1,095) Net cash used from investing activities (2,230) (4,321) Financing activities Finance costs New loans Leases Loan repayments Issue of new share capital Dividend payment (235) 2,130 (458) (63) - - (241) - (241) (462) 650 (58) Net cash generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 1,374 2,040 2,416 4,457 (352) (700) 3,116 2,416 The notes on pages 34 - 51 form part of the Group financial statements. Page 32 TAVISTOCK INVESTMENTS PLC CONSOLIDATED STATEMENT OF CASH FLOWS (continued) FOR THE YEAR ENDED 31 MARCH 2021 Reconciliation of net cashflow to movement in net debt: Net increase/(decrease) 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 2020 Net Debt at 31 March 2021 The net debt comprises: Cash Current loans Current leases Non-current loans Non-current leases Net Debt at 31 March 2021 Reconciliation of net debt: Long term borrowings Lease liabilities Long Term Debt Year ended 31 March 2021 Year ended 31 March 2020 £’000 2,040 (2,130) (349) 322 63 (54) 94 40 £’000 (700) - (757) 446 323 (688) 782 94 Year ended 31 March 2021 Year ended 31 March 2020 £’000 4,457 (607) (513) (2,983) (314) 40 £’000 2,416 (457) (469) (1,066) (330) 94 2020 £’000 1,523 799 2,322 Cashflows New loans New leases 2021 £’000 (63) (458) (521) £’000 2,130 - 2,130 £’000 - 485 485 £’000 3,590 826 4,416 The notes on pages 34 - 51 form part of the Group financial statements. Page 33 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 1. ACCOUNTING POLICIES Principal accounting policies Tavistock Investments Plc (“The Company”) is a public company limited by share capital, incorporated in the United Kingdom with registered company number 05066489 and its registered office is at 1 Queen’s Square, Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE (from 10 August 2021). 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 accounting standards in conformity with the requirements of the Companies Act 2006 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. Newly effective standards For the year ended 31 March 2021 the Group has adopted the newly effective standard Definition of Business as per amendments to IFRS 3 Business combinations. Standards available for early adoption As per amendments to IAS 1 Classification of liabilities as current or non-current is available for early adoption. The Group have elected not to adopt as it would not provide further useful information to the users of the financial statements. Adoption will be enforced as of 1st January 2023. Revenue recognition Revenues within the advisory business are predominantly comprised of advisory support commissions. Income is recognised and accrued for when contractually committed, the resulting cash will then be received at the point the underlying transaction settles. Revenues within the investment management business are calculated as a percentage of funds under management. Income is calculated daily and is received and recognised monthly. The charges are collected directly from the assets held and there are no significant payment terms. All revenues arise over time and are received in arrears, none are linked to subsequent performance obligations. Government grants Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received, and the Group will comply with all attached conditions. Grant income is netted off against the relevant expenses within these financial statements. There are no unfulfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other form of government assistance. Government grants relating to costs are deferred and recognised in the profit and loss over the period necessary to match them with the costs that are intended to compensate. 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. Page 34 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 1. ACCOUNTING POLICIES (continued) Intangible assets (continued) Also included within intangible assets are various assets separately identified in business combinations (such as FCA permissions, established systems and processes, adviser and client relationships and brand value) to which the Directors have ascribed a commercial value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is generally considered to be between 5 and 10 years. During the year the Group has invested in the development of a number of key initiatives designed to generate addi- tional 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 em- ployee costs and directly attributable overheads. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Development costs are recognised as assets only if all of the following conditions are met: • An asset is created that can be separately identified; • It is probable that the asset created will generate future economic benefits; and • The development cost of the asset can be measured reliably. Client lists, Regulatory approvals & systems and Internally developed assets are considered to have a finite useful life and are only amortised once ready for use. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. 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. 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 recog- nised 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 leases (net of any incentives received from the lessor) have been recognised in accordance with IFRS 16 as follows: The Group’s leases primarily relate to properties. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Property leases will often include extension and termination options, open market rent reviews, and uplifts. Page 35 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 1. ACCOUNTING POLICIES (continued) Financial liabilities (continued) The lease liability is initially measured at the present value of the lease payments that are not paid at the commence- ment 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 asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received. The right-of-use asset is typically depreciated on a straight-line basis over the lease terms. In addition, the right-of-use asset may be adjusted for certain remeasurements of the lease liability, such as indexation and market rent review uplifts. Please refer to Note 9 for further details. Share based payments Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. Fair value is calculated using the Black-Scholes model, details of which are given in Note 17. Tangible fixed assets Tangible fixed assets are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life. The method of depreciation for each class of depreciable asset is: Computer equipment Office fixtures, fittings & equipment - - 3 years straight line 5 years straight line Impairment of Assets Impairment tests on goodwill are undertaken annually at the reporting date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible. 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 Page 36 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 1. ACCOUNTING POLICIES (continued) Impairment of Assets (continued) (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset’s cash- generating unit. The carrying value of tangible fixed assets is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income. Taxation and deferred taxation Corporation tax payable is provided on taxable profits at prevailing rates. Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Statement of Financial Position differs from its tax base, except for differences arising on: • the initial recognition of goodwill; and • the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit. Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered). Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: • the same taxable Group company; or • different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. Provisions Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. As referenced in Note 13, settlement in relation to the claims provision has been made on a case by case basis in respect of the cost of defending claims and, where appropriate, the estimated cost of settling claims. Where recovery of the cost of settlement is expected to be virtually certain, a corresponding asset is recognised to offset the provision. Any net provision is recognised in the Group’s statement of comprehensive income. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of these financial statements has required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may Page 37 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) differ from the amounts included in the financial statements. Information about such judgements 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 5 year forecasts which have been discounted by entity over 5 years and then in perpetuity using a discount rate of 15%. The forecast assumes no annual growth in revenue after year one and a 2% annual increase in costs. Sensitivity analysis was also performed alongside this to create various scenarios, with different growth rates. In all scenarios, the recoverable amount exceeded the carrying value. As referenced in the Chairman’s report on page 2 one of the Group’s subsidiaries, Tavistock Wealth, has been disposed of post year end. This is the only material difference between current year performance and the five year forecast. Revenue recognition In applying the accounting policy ‘revenue recognition’ on page 34 the Group have made the judgement to only recognise income that has been contracted and earned. Accrued income represents revenue that has been earned but not yet received. Internally Developed Intangible Assets Included in the amount capitalised in respect of key initiatives are apportioned staff costs. Staff costs are capitalised where the relevant staff member is directly involved in the product development process. Management estimates the amount of time each employee has spent on each project during the reporting period and prorate the staff costs accordingly. Share based payments The share-based payment charge to the Profit or Loss account is estimated from the operation of the Black-Scholes Model in respect of share options granted by the Company as referred to in more detail in Note 17. Amortisation of Development costs and other Intangibles Product development costs are being amortised over 10 years. The estimated useful economic life of the intangible assets are based on management’s judgement and experience. When management identifies that the actual useful economic life differ materially from the estimates used to calculate amortisation, that charge is adjusted accordingly. Claims provision As outlined in Note 13, 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. Since recognition of the provision £1.3 million has been paid by our insurers. An equivalent receivable provision has also been made (see Note 11) 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. Page 38 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 3. SEGMENTAL INFORMATION A segmental analysis of revenue and expenditure for the year is: Group (Plc) Investment Management Advisory Support Investment Management Advisory Support 2021 £’000 £’000 £’000 £’000 £’000 £’000 2020 £’000 REVENUE Fees and Commissions Cost of Sales (905) 344 Administrative Expenses - 5,856 (447) (1,574) 23,761 28,712 (16,443) (16,546) 5,518 (464) 23,285 28,803 (16,584) (17,048) (5,438) (7,012) (2,932) (8,637) (11,569) Group (Plc) Staff Overheads Exceptional Profit/ (Loss) from operations (1,750) (974) (1,200) (3,924) 1,230 (1,055) (3,914) (690) (5,659) (5,473) The segmental analysis above reflects the parameters applied by the Board when considering the Group’s monthly management accounts. The Directors do not make reference to segmental analysis as part of the day to day assessment of the business therefore have not disclosed a segmental consolidated statement of financial position within the accounts. During the year under review the Group’s revenue was generated exclusively within the UK. 4. GRANT INCOME The Group has taken advantage of government initiatives introduced to support businesses impacted by Covid-19. The Group has recognised £223,000 in respect of government grant income for employees furloughed in the financial year. This income has been netted off against staff costs within the financial statements. The Group also secured a precautionary Coronavirus Business Interruption Loan Scheme (CBILS) facility from NatWest in the year. The first year’s interest on this facility has been met by the government and as a consequence the Group has recognised a further £41,000 of grant income which has been netted off against finance cost expense within the financial statements. This facility has been repaid in full after the balance sheet date. Page 39 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 5. PROFIT FROM OPERATIONS This is arrived at after charging: Staff costs (see Note 6) Depreciation Amortisation of intangible fixed assets Lease expense- property Impairment of Other Intangibles Provision for one off reorganisation costs/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 6. STAFF COSTS Staff costs for all employees, including Directors consist of: Wages, fees and salaries Social security costs Pensions Share based payment (credit)/charge 2021 £’000 6,925 513 214 286 - 1,200 8 55 2 11 76 2021 £’000 6,211 673 323 7,207 (282) 6,925 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 The average number of employees of the Group during the year was as follows: Directors and key management Operations and administration 2021 Number 2020 Number 8 123 13 7 137 144 The remuneration of the highest paid director was £435,939 (2020: £288,552). The total remuneration of key management personnel was £2,080,320 (2020: £1,771,867). All pension contributions represent payments into defined contribution schemes. Page 40 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 6. STAFF COSTS (continued) Directors’ Detailed Emoluments Details of individual Directors’ emoluments for the year are as follows: Salary & fees Benefits in kind & allowances Performance Bonus Pension contributions Total 2021 O Cooke B Raven P Dornan* R Rennison* £ 220,000 280,000 30,000 30,000 £ 36,473 38,939 - - 37,500 75,000 - - £ 33,000 42,000 - - £ 326,973 435,939 30,000 30,000 Total 2020 £ 242,753 288,552 25,000 25,000 560,000 75,412 112,500 75,000 822,912 581,305 * Denotes non-executive Director. 7. TAXATION ON PROFIT FROM ORDINARY ACTIVITIES Deferred tax charge/(credit) Tax charge/(credit) for the year 2021 £’000 156 156 2020 £’000 (274) (274) The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to profit before tax. Total Profit/(Loss) on ordinary activities before tax Profit/(Loss) on ordinary activities at the standard rate of corporation tax in the UK of 19% (2020: 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 charge /(credit) for the year Page 41 2021 £’000 949 180 103 104 (189) (426) - 384 156 2020 £’000 (5,739) (1,090) 218 1,511 (400) (513) - - (274) TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 8. EARNINGS PER SHARE Earnings/ (Loss) per share has been calculated using the following: Profit/ (Loss) (£’000) 2021 £’000 792 2020 £’000 (5,465) Weighted average number of shares (‘000s) 607,795 576,450 Earnings/(Loss) per ordinary shares 0.13p (0.95p) Earnings/(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. 9. TANGIBLE FIXED ASSETS Leasehold property £’000 Motor vehicles £’000 Computer equipment £’000 Office fixtures, fittings and equipment £’000 Total £’000 Cost Balance at 1 April 2019 Additions Disposals Adoption of IFRS 16 Balance at 31 March 2020 Additions Disposals Balance at 31 March 2021 Accumulated depreciation Balance at 1 April 2019 Depreciation Disposals Balance at 31 March 2020 Depreciation Disposals Balance at 31 March 2021 Net Book Value At 31 March 2021 At 31 March 2020 - - (150) 841 691 485 - 1,176 - 275 (30) 245 330 - 575 601 446 28 - (28) - - - - - 23 5 (28) - - - - - - Page 42 284 107 (51) - 340 65 (65) 340 61 96 (51) 106 150 (65) 191 149 234 696 7 (3) - 700 125 (212) 613 338 130 (3) 465 73 (212) 326 287 235 1,008 114 (232) 841 1,731 676 (278) 2,129 422 506 (112) 816 553 (277) 1,092 1,037 915 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 9. TANGIBLE FIXED ASSETS Continued) Included in Office fixtures, fittings and equipment are assets acquired under lease agreements with a net book value of £158,261 (2020: £339,000). Included in Computer equipment are assets acquired under lease agreements with a net book value of £32,774 (2020: 58,628). Included in Leasehold property are assets acquired under lease agreements with a net book value of £601,000 (2020: £446,000). Depreciation charged on leased assets was £469,285 (2020: £426,000). 10. INTANGIBLE ASSETS Client Lists £’000 Regulatory Approvals & Systems £’000 Goodwill Arising on Consolidation £’000 Internally Developed Assets £’000 Total £’000 Cost Balance at 1 April 2019 Additions Balance at 31 March 2020 Additions Disposals Impairment of intangibles Balance at 31 March 2021 Accumulated amortisation Balance at 1 April 2019 Amortisation Impairment Balance at 31 March 2020 Amortisation Disposals Balance at 31 March 2021 Net Book Value At 31 March 2021 At 31 March 2020 6,117 2,291 8,408 779 (2) - 9,185 2,780 777 3,482 7,039 203 - 7,242 1,944 1,369 1,815 - 1,815 - (1,815) - - 959 171 685 1,815 - (1,815) - - - 14,751 - 14,751 - - - 14,751 235 - - 235 - - 235 14,516 14,516 1,424 825 2,249 498 (59) (207) 2,481 236 116 875 1,227 11 - 1,238 1,243 1,022 24,107 3,116 27,223 1,277 (1,876) (207) 26,418 4,210 1,064 5,042 10,316 214 (1,815) 8,715 17,703 16,907 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 author- isations to carry on their relevant business and in putting in place the appropriate staffing and information structures. Following on from the prior year’s impairment all Regulatory Approvals and Systems have now been written off as nil net book value items. Page 43 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 10. INTANGIBLE ASSETS (continued) Internally Developed Assets predominately represent costs associated with various initiatives including the i-stock app. Amortisation is charged over a period between 5 and 10 years. GOODWILL The carrying value of goodwill in respect of each cash generating unit is as follows: Financial Advisory business Investment Management business 31 March 2021 £’000 12,601 1,915 14,516 31 March 2020 £’000 12,601 1,915 14,516 In assessing the carrying value of Goodwill the Directors have used 5-year forecasts and discounted the anticipated future cashflows by entity over 5 years and then in perpetuity using a discount rate of 15%. In all scenarios, the recoverable amount exceeded the carrying value. 11. TRADE AND OTHER RECEIVABLES Trade receivables Prepaid Law Society contract expenses Other prepayments and accrued income Other receivables 31 March 2021 £’000 31 March 2020 £’000 43 - 2,298 945 3,286 96 153 2,333 2,416 4,998 Included within other receivables is the sum of £692,000 (2020: £2.1m) being the estimated amount recoverable from insurers in connection with the provision detailed in Note 13. 12. LIABILITIES Current liabilities Trade payables Accruals Commissions payable VAT and social security liabilities Other payables Payments due regarding purchase of client lists Leases Term loans Page 44 31 March 2021 £’000 1,202 832 890 364 148 890 513 607 31 March 2020 £’000 1,151 770 1,130 177 144 696 469 457 5,445 4,994 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 12. LIABILITIES (continued) Non-current liabilities Payments due regarding purchase of client lists Leases Term loans 31 March 2021 £’000 31 March 2020 £’000 929 314 2,983 4,226 1,234 330 1,066 2,630 The Company has entered into two term loan facilities with NatWest. The first of these was entered into in November 2018 and has a remaining term of 3 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. 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. The second term loan is a Coronavirus Business Interruption Loan Scheme (CBILS) facility entered into with NatWest in August 2020. The loan term is six years with capital repayments starting in August 2021. The loan carries an interest rate of 2.53% over the Bank of England base rate and the interest accrued in the first year of the facility has been paid on the Company’s behalf by the government. Both of these loans have been repaid in full after the balance sheet date. Included within the £235,000 (2020: £241,000) Finance Costs is an amount of £117,000 (2020: £122,000) related to bank loans. The remainder of the charge relates to leases and bank charges. In the normal course of business, if the Company were liable for the interest accruing on the CBILS loan documented above, finance costs in relation to bank loans would have increased by £41,000, totalling £276,000 for the financial year (2020: £241,000). The first year’s interest has been recognised as Government grant income which has been netted off against the finance cost expense within these financial statements. Further information on Government Grant Income has been disclosed in Note 4. 13. PROVISIONS Balance at 1 April 2020 Additions Payments to settle claims Provisions utilised Provisions settled Balance at 31 March 2021 Total £’000 2,115 1,200 (936) (923) (625) 831 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. Page 45 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 13. PROVISIONS (continued) 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 that the provision for this matter is £692,000 at the year end date (2020: £2,100,000). This provision is matched by an equivalent receivable provision (see Note 11) 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. £625,000 has been settled from the provision to bring the closing provision balance in line with most up to date estimate as provided by the Company’s third party legal representative. 14. 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 2020 Deferred tax credit in the year Balance at 31 March 2021 The deferred tax provision comprises: Unutilised tax losses Deferred tax on intangibles Other timing differences Total £’000 (93) (156) (249) 31 March 2021 £’000 31 March 2020 £’000 - 249 - 249 (103) 196 - 93 For taxation purposes, the parent company of the Group, Tavistock Investments Plc, has to date incurred losses amounting to £3.38million (31 March 2020 £3.57million), no deferred tax asset in connection with these losses has been recognised in the accounts. Page 46 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 15. 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 a low level of credit risk primarily on its trade receivables, which are spread over a range of Investment platforms and advisers. Receivables are broken down as follows: 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 2021 £’000 31 March 2020 £’000 43 1,925 945 96 2,486 316 31 March 2021 £’000 31 March 2020 £’000 9 - 4 11 19 43 42 13 4 10 27 96 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. Other than the loans referred to in Note 12, the Group currently has no bank borrowing or overdraft facilities. 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 potential risk of non-compliance which the Group mitigates by continually monitoring its performance against the covenants. Cash at bank and cash equivalents At the year end the Group had the following cash balances: 4,457 2,416 31 March 2021 £’000 31 March 2020 £’000 Page 47 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 15. FINANCIAL RISK MANAGEMENT (continued) Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2021, £Nil (2020: £199,084) 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 operating unit in which they are held. All amounts stated at carrying value equate to fair value. Financial liabilities at amortised cost Trade payables Accruals Commissions payable VAT and social security liabilities Other payables Payments due regarding purchase of client lists Leases Term loans Financial liabilities at amortised cost Trade payables Accruals Commissions payable VAT and social security liabilities Other payables Payments due regarding purchase of client lists Leases Term loans 31 March 2021 Due within one year Due within 1-5 years £’000 £’000 £’000 1,202 832 890 364 148 1,818 827 3,590 9,671 1,202 832 890 364 148 890 513 607 5,446 - - - - - 928 314 2,983 4,225 31 March 2020 Due within one year Due within 1-5 years £’000 £’000 £’000 1,151 770 1,130 177 144 1,930 799 1,523 7,624 1,151 770 1,130 177 144 696 469 457 4,994 - - - - - 1,234 330 1,066 2,630 Capital Disclosures and Risk Management The Group’s management define capital as the Group’s equity share capital and reserves. The Group has a requirement to maintain a minimal level of regulatory capital, which in practice means the FCA re- quires the Group’s core tier one capital, which is composed primarily of retained earnings and shares, to exceed 25% of the Group’s fixed costs. Compliance with minimum regulatory capital is assessed internally monthly and reported to the FCA on a half yearly basis. Should additional capital be required management ensure that this is introduced in a timely manner. Page 48 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 15. FINANCIAL RISK MANAGEMENT (continued) 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. Interest rate risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances. The Group has no material exposure to interest rate risk. 16. SHARE CAPITAL AND SHARE PREMIUM Called up share capital Allotted, called up and fully paid 607,795,801 Ordinary shares of 1 pence each (2020: 607,795,801 Ordinary shares of 1 pence each) 30,450,078 Deferred shares of 9p each 465,344,739 Deferred “A” shares of 0.99 pence each Share premium Court sanctioned capital reduction 31 March 2021 £’000 31 March 2020 £’000 6,079 6,078 - - 6,079 1,540 7,619 2,741 4,607 13,426 6,001 19,427 During the year, with shareholders’ consent and with the prior sanction of the Courts, the Company reduced its share capital by £11,808,000 by writing off the Deferred shares and by reducing its Share Premium account by £4,460,000. This reduction was credited to the Company’s Revenue Reserve account, which eliminated the historic deficit on that account and created distributable reserves. The following describes the nature and purpose of each of the Company’s reserves: Reserve Description and purpose Share capital Amount subscribed for share capital at nominal value. Share premium Amount subscribed for share capital in excess of nominal value. Retained earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income. Page 49 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 17. SHARE BASED PAYMENTS During the year the Company issued options over 17,425,000 (2020: 250,000) 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 2021 31 March 2020 1.68p 5.71p 25% 2.81p 5.25p 46% 10 years 10 years 0.3% 0.8% Expected volatility has been determined by reference to the fluctuations in the Company’s share price between the formation of its current Group structure and the grant date of the share options. 31 March 2021 31 March 2020 Weighted average price (pence) Number Weighted average price (pence) 5.72 5.71 5.69 5.80 126,875,783 17,425,000 (92,779,800) 51,520,983 5.72 5.25 5.25 5.72 Number 129,657,799 250,000 (3,032,016) 126,875,783 Outstanding at the begin- ning of the year Granted during the year Surrendered/Lapsed during the year Outstanding at the end of the year During the year the Executive Directors surrendered all of the 58,200,000 share options previously held by them. Further background details are included in the Directors Report. The exercise price of options outstanding at the end of the year, 3,423,000 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 0.07p and their weighted average contractual life was 10 years. The vesting conditions in relation to management are disclosed in the Remuneration Report on pages 22 to 23. 18. 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 2021 £’000 510 224 734 31 March 2020 £’000 503 393 896 Included in minimum lease payments not later than 1 year is £382,000 (2020: £293,000) in relation to leases and in later than 1 year and not later than 5 years is £179,000 (2020: £221,000) in relation to leases. Page 50 TAVISTOCK INVESTMENTS PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 19. RELATED PARTY TRANSACTIONS During the year, Tavistock Wealth Limited received fees of £3,483,959 (2020: £3,627,618) 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 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 a £630,000 unsecured, convertible loan facility with three Group Directors, Oliver Cooke, Brian Raven and Christopher Peel (no longer a Director at balance sheet date). The Facility 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. This facility was not called upon by the Company and has subsequently been formally terminated. 20. POST BALANCE SHEET EVENTS On 8 April 2021 the Company announced that it had established a captive cell insurance facility that would enable it to provide a proportion of the Group’s professional indemnity insurance requirement through an in-house insurer and thereby to save approximately £250,000 per annum compared to the cost of obtaining the same level of insurance cover as last year from third party providers. Such cells are established under the umbrella of an existing insurance provider, in this instance based in Guernsey. The insurance provider supplies both the professional expertise and the necessary regulatory capital. As part of a licensed insurance entity, the cell acts in the same way as a traditional insurance company, by receiving premiums and paying claims. However, it retains any underwriting profit for the benefit of its parent, rather than for the benefit of a third-party insurer. On 14 June 2021 the Company announced its entry into a ten-year strategic partnership with Titan, as detailed in the Chairman’s Statement. As a part of the arrangements Titan has acquired the Group’s investment management business, Tavistock Wealth, for a consideration of up to £40 million in cash together with a ten-year earn out. The transaction was completed in August 2021. On 15 June 2021 the Company announced the acquisition of the business and assets of Chater Allan Financial Services LLP, an independent advisory business based in Cambridge. The acquisition of this business has added approximately £110 million to the Group’s funds under advice and is expected to contribute to the Group’s profitability in the current financial year. Page 51 TAVISTOCK INVESTMENTS PLC Company number 05066489 COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MARCH 2021 At 31 March 2021 At 31 March 2020 £’000 £’000 £’000 £’000 Non-current assets Investments Tangible fixed assets Current assets Debtors Cash at bank and in hand Creditors: amounts falling due within one year Net current liabilities Creditors: amounts falling due after one year Total assets less total liabilities V VI VII VIII IX X Capital and reserves Called up share capital XI Share premium account Retained deficit Shareholders’ funds 17,983 678 18,661 1,846 2,120 3,966 1,561 539 2,100 (12,358) (6,660) (8,392) (3,146) 7,123 6,079 1,541 (497) 7,123 17,973 744 18,717 (4,560) (1,732) 12,425 13,426 6,006 (7,007) 12,425 These accounts do not include a Cashflow Statement, or a Financial Instruments note, as permitted by Section 1.8 of FRS 101. The loss of the parent company for the year was £5,020,000 (2020: £8,136,000) The financial statements were approved by the Board and authorised for issue on 6 September 2021. Oliver Cooke Chairman The notes on pages 54 to 58 form part of the Company financial statements. Page 52 TAVISTOCK INVESTMENTS PLC COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2021 Share Capital £’000 13,101 325 - - Share Premium £’000 Retained deficit Shareholder funds £’000 £’000 5,681 325 - - (1,642) 17,140 - (58) (8,136) 229 650 (58) (8,136) 229 31 March 2019 Issue of shares Payment of 2019 interim dividend Loss after tax Equity settled share based payments 31 March 2020 13,426 6,006 (7,007) 12,425 Court sanctioned capital reduction Loss after tax Equity settled share based payments (7,347) (4,465) 11,812 - - - - - (5,020) (282) (5,020) (282) 31 March 2021 6,079 1,541 (497) 7,123 The notes on pages 54 to 58 form part of the Company financial statements. Page 53 TAVISTOCK INVESTMENTS PLC NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021 I. ACCOUNTING POLICIES The principal accounting policies applied are summarised below. Basis of preparation The financial statements have been prepared under the historical cost convention 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 judgement 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 34 to 38. All additional accounting policies have been applied as follows: Going concern The Directors are of the opinion that the Company has sufficient working capital for the foreseeable future, being at least the next twelve months. On this basis, they consider it appropriate that the accounts have been prepared on a going concern basis. Valuation of investments Investments held as fixed assets are stated at cost less any provision for impairment in value. An impairment was recognised in the previous financial year (see Note V). II. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Impairment of Investments The Company is required to test, on an annual basis, whether the carrying value of its investment in its subsidiaries has suffered any impairment. In assessing the carrying value of Investments the Directors have used 5-year forecasts and discounted the anticipated future cashflows by entity over 5 years and then in perpetuity using a discount rate of 15%. In all scenarios, the recoverable amount exceeded the carrying value. Share based payments The share-based payment charge to the Profit or Loss account has been estimated using the Black-Scholes Model in respect of share options granted by the Company, as referred to in more detail in Note 17. III. LOSS FOR THE FINANCIAL PERIOD The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The Company’s loss for the year was £5,020,000 (2020: Loss of £8,136,000). Included within this loss is a provision of £1,200,000 for the one-off costs of a Group reorganisation, as described in the Strategic report on pages 7 to 10. All Group staff are employed by Tavistock Investments Plc and their costs are recharged to the relevant subsidiaries. Details of the Company’s staff costs are shown in Note IV. Page 54 TAVISTOCK INVESTMENTS PLC NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 IV. 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 2021 £’000 1,331 143 69 1,543 2020 £’000 567 69 86 722 2021 Number 2020 Number 2 18 20 2 3 5 During the year the Company incurred an additional £5.67 million (2020: £6.39 million) of staff costs relating to 111 employees (2020: 139 employees) which were recharged to subsidiary companies within the Group. V. INVESTMENTS Subsidiary undertakings Cost Balance at 1 April 2020 Additions Balance at 31 March 2021 Provisions for impairment Balance at 1 April 2020 Impairment charge Balance at 31 March 2021 Carrying value of investments 31 March 2021 31 March 2020 £’000 £’000 23,282 10 23,292 (5,309) - (5,309) 17,983 22,836 446 23,282 (357) (4,952) (5,309) 17,973 Page 55 TAVISTOCK INVESTMENTS PLC NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 V. INVESTMENTS (continued) At the year end the Company had the following wholly owned subsidiaries: Registered Office Address Name 1 Queen’s Square, Lyndhurst Road, Ascot, Berkshire, SL5 9FE (from 10 August 2021) Tavistock Wealth Limited Tavistock Asset Management Limited 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW (to 9 August 2021) Tavistock Partners Limited Tavistock Partners (UK) Ltd Holding Direct Direct Direct Direct Duchy Independent Financial Advisers Limited Direct Price Bailey Financial Services Limited Tavistock Private Client Limited The Tavistock Partnership Limited Tavistock Services Limited Tavistock Estates Planning Services Limited Cornerstone Asset Holdings Limited 3, The Cornerstone Market Place, Kegworth, Derby DE74 2EE 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. Direct Indirect Direct Direct Direct Direct Direct Direct The Company owns 100% of King Financial Planning LLP and the other member is entitled to 50% of the profit share. VI. TANGIBLE FIXED ASSETS Cost Balance at 1 April 2020 Additions Disposals Balance at 31 March 2021 Accumulated depreciation Balance at 1 April 2020 Depreciation charge Disposals Balance at 31 March 2021 Net Book Value At 31 March 2021 At 31 March 2020 Leasehold property Computer equipment Office, fixtures, fittings, and equipment £’000 £’000 £’000 573 269 - 842 207 261 - 469 373 366 130 23 (14) 139 39 47 (14) 72 68 92 Total £’000 1,379 363 (224) 1,518 676 71 (210) 537 389 635 120 (210) 299 237 286 428 (224) 839 678 744 Included in Leasehold property are assets acquired under lease agreements with a net book value of £373,000 (2020: £336,000). Included in Computer equipment are assets acquired under lease agreements with a net book value of £33,000 (2020: £59,000). Page 56 TAVISTOCK INVESTMENTS PLC NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 VII. DEBTORS: due within one year Trade debtors Prepayments and accrued income Other debtors Amounts owed by subsidiary undertakings VIII. CASH AND CASH EQUIVALENTS Cash at bank and in hand IX. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Trade creditors Accruals Other tax and social security Other creditors Term loan Provision Amounts owed to subsidiary undertakings X. CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR Term loan Other creditors 31 March 2021 31 March 2020 £’000 - 201 105 1,540 1,846 £’000 19 186 190 1,166 1,561 31 March 2021 31 March 2020 £’000 2,120 2,120 £’000 539 539 31 March 2021 31 March 2020 £’000 £’000 221 267 360 404 607 277 10,222 12,358 430 88 255 404 63 - 5,420 6,660 31 March 2021 31 March 2020 £’000 2,983 163 3,146 £’000 1,460 272 1,732 Details of the Company’s borrowings are provided in Note 12 of the consolidated financial statements. Page 57 TAVISTOCK INVESTMENTS PLC NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 31 MARCH 2021 XI. SHARE CAPITAL Details of the Company’s share capital and the movements in the year can be found in Note 16 to the consolidated financial statements. XII. SHARE OPTIONS EMI Share Option Scheme Details of the share options outstanding at 31 March 2021 can be found in Note 17 in the consolidated financial statements. XIII. RELATED PARTY TRANSACTIONS Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS102 not to disclose Group transactions in respect of wholly owned subsidiaries. In 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 a £630,000 unsecured, convertible loan facility with three Group Directors, Oliver Cooke, Brian Raven and Christopher Peel (no longer a Director at balance sheet date). The Facility 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. This facility was not called upon by the Company and has subsequently been formally terminated. Page 58 TAVISTOCK INVESTMENTS PLC ADVISERS Registrars Share Registrars Limited The Courtyard 17 West Street Farnham Surrey GU9 7DR Nominated Adviser & Broker Allenby Capital Independent Auditors 5 St Helen’s Place London EC3A 6AB Crowe U.K. LLP 55 Ludgate Hill London EC4M 7JW Page 59 EACH REVOLUTIONARY THOUGHT ACCELERATES GROWTH TAVISTOCK INVESTMENTS PLC CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 MARCH 2021 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 Queen’s Square, Lyndhurst Road, Ascot, Berkshire, SL5 9FE United Kingdom 01753 867000 Tavistock Investments PLC is registered in England and Wales with company number 05066489. Registered Office as above. 

Continue reading text version or see original annual report in PDF format above