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.