Report and Financial Statements For the year ended 31 March 2023Company Number: 05066489 Contents
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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 the Company Financial Statements
Advisers
Chairman’s Statement
For the year ended 31 March 2023
Chairman’s Statement (continued)
For the year ended 31 March 2023
I am pleased to report that over the last year Tavistock has been developed into a leaner, more efficient business
COMMERCIAL DEVELOPMENT
with a clear vision and excellent prospects.
The Board’s principal commercial objectives have been to continue the organic growth of the Group’s
The Board has focused on the strategic and commercial development of the business, together with key areas of
advice business and to replace by way of acquisition the profit contribution generated by Tavistock
operational significance. The progress achieved is summarised below.
Wealth, prior to its sale in August 2021.
STRATEGIC DEVELOPMENT
Organic Growth
The principal recent objective has been to develop a self-sustaining business model involving three
Reported gross revenues from the Group’s advisory activities rose by 4.5% over the period under review
specific initiatives.
The first is to attract and develop new advisers both from within the industry and from elsewhere. The Tavistock
Academy has been launched to enable the career development of existing staff (administrators to paraplanning,
paraplanners to desk-based advice, improvement of adviser qualifications) and the recruitment of newcomers to
the industry, such as university graduates and apprentices.
(31 March 2023: £32.7 million, 31 March 2022: £31.3 million). The gross profit contribution rose by 6% (31
March 2023: £10.6 million, 31 March 2022: £10.0 million). Given the challenging market conditions and the
related falls in asset values during the year under review, the achievement of this level of organic growth
was creditable.
Acquisition Strategy
The Company has also created a desk-based advice team to filter new business leads and look after less complex
The Group is well placed to pursue its acquisition strategy, as it has up to a further £14 million of deferred
clients, passing more complex ones to the face-to-face teams. These new facilities enable the development of
consideration receivable from the sale of Tavistock Wealth, as well as a £50 million debt funding facility
fully qualified financial advisers from scratch with the added benefit of being able to instil best practice from
from the Bank of Ireland.
the outset.
The identification and investigation of acquisition opportunities is a time-consuming business and
A customer-centric culture is already embedded across the business and Tavistock’s infrastructure for adviser
inevitably, some transactions fail at the due diligence stage. However, in April 2023, the Company
support, real-time oversight, risk management and embedded governance helps all the Company’s advisers to
completed the first significant acquisition in the next phase of its growth plan with the purchase of
fulfil their full potential.
Precise Protect Limited (“Precise Protect”).
The second initiative has been to increase the sources of new business leads. Tavistock now has numerous
Precise Protect is a profitable and fast-growing UK wide protection business based in Bangor, Northern
distribution partners, commercial partners, affinity relationships and corporate relationships that provide new
Ireland. The Company has a network of over 200 advisers working with more than 30,000 UK clients.
business enquiries, as does the Company’s website. Additional business enquiries are expected to flow from
Precise Protect offers clients a wide range of products including life and critical illness cover, personal
the forthcoming launch of the “Tell Me How” financial information and advice portal that will be freely available
injury and income protection and private medical insurance, several of which have been developed in-
to employees of all of the above organisations at tellmehow.tavistockinvestments.com. The recently acquired
house and are unique to the firm. In the year ended 31 October 2022, Precise Protect reported a profit
protection network, Precise Protect (see below), will provide well-qualified advice leads from its 30,000+ clients.
before taxation of £1.45 million on turnover of £6.5 million and net assets of £1.23 million.
The third initiative has been a significant and on-going investment in technology to support the scalability of the
Tavistock now has more than 400 advisers and other business introducers looking after over 110,000
business, the speed with which acquisitions can be integrated, the flow of business intelligence (management
private clients with estimated assets of £6 billion, as well as 350 corporate and affinity clients with some
information) and the efficiency of operations to enable advisers to spend more time servicing clients.
16,000 employees.
A data warehouse has been created collating data from the Company’s numerous systems, logs and
Precise Protect is led by an experienced and dedicated specialist team and the Board believes that the
spreadsheets to facilitate the automated production of management information, oversight of advice provision
business will be a major contributor to the profitability of the Group.
and control of risk management. This has improved operational effectiveness and decision making, as well as
reduced costs.
By way of example, the data warehouse has enabled the automation of much adviser oversight and risk
management, giving Tavistock a real-time regulatory oversight regime. Individual adviser scorecards are
updated in real-time based on the results of every pre-sale and post-sale file check. This enables the automated
adjustment of both adviser oversight settings and, if appropriate, the risk categorisation of product types. This
approach also accelerates the orderly integration of newly acquired businesses.
The Board is unaware of any other company in the sector with the same level of sophistication in terms of adviser
oversight and risk management.
Key integration opportunities include:
• a significant increase in mortgage business,
• a pool of 30,000+ clients providing leads for Tavistock’s desk based and face-to-face financial advice
teams; and
• the potential to upskill Precise Protect’s advisers to become independent financial advisers through
the Tavistock Academy.
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5
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Chairman’s Statement (continued)
For the year ended 31 March 2023
Chairman’s Statement (continued)
For the year ended 31 March 2023
Investment in LEBC
In April 2022, the Company acquired a 21% stake in LEBC Holdings Limited (“LEBC”) details of which are included in
Note 11. LEBC is an independent national business providing financial advice to retail clients and employee benefits
There has also been a sector-wide requirement for firms to conduct a review of British Steel Defined Benefit
Pension Transfer cases. Tavistock has fewer than fifty such cases and the Company’s pension transfer processes are
of a high standard. All pension transfer activity is covered by the Group’s professional indemnity insurance cover.
advice to corporate clients. The Group also agreed to acquire one of LEBC’s subsidiaries, Hummingbird Limited, to
Shareholder Value
assist LEBC with its funding requirements. However, as an alternative source of funds was subsequently identified,
this company was sold back to LEBC for the same consideration as was originally paid for it.
OTHER SIGNIFICANT MATTERS
Board Appointment
Johanna Rager has been promoted to the Board in the role of Group Finance and Operations Director. Johanna
joined Tavistock four years ago and has been a strong contributor to the Leadership Board throughout that
period. Her promotion is well-deserved.
Cost Reduction
The Board has pursued several initiatives intended to enhance shareholder value. These include share buy-backs
and applications for Research and Development tax credits.
In August 2022, the Company bought back 3,000,000 of its ordinary shares of 1p each at a price of 9.35p per share
and in November 2022, the Company bought back a further 300,000 shares at a price of 7p per share. In each
instance the shares were subsequently cancelled to enhance subsequent earnings per share, and thus the value,
attributable to each share remaining in issue.
During the year, applications have been submitted to HMRC for Research and Development tax credits in
connection with various capital projects undertaken over recent years. £360,000 of tax credits has been applied
for so far which would be of significant future value.
Management has continued with the planned withdrawal from loss making or low margin areas of activity. This
included the closure of the Luxembourg RAIF (Reserve Alternative Investment Fund), which had failed to achieve
New Auditors
critical mass.
The Group’s low margin appointed representative network has also been downsized through the managed exit
of member firms and the transfer of selected others to Group entities that achieve higher margins.
Industry Awards
The high standard of Tavistock Private Client’s advisory activities continues to be recognised by the industry and
this company won several industry awards throughout the year:
• SME News Finance Awards 2022 - Best Financial Planning & Tax Led Investing Firm
• AI Worldwide Finance Awards 2022 - Best Independent Financial & Investment Planning Firm East of England
• Lawyer International Legal 100 2023 - Best Boutique IFA Firm of the Year and Most Outstanding in Tax Efficient
Investing – UK
• Corporate LiveWire Innovation & Excellence Awards 2023 - Financial Planning Firm of the Year.
Our congratulations go to the management and staff within that business.
PII Renewal
The high standard of the Group’s operational and compliance procedures has also been recognised by the
insurance industry. In a tough and increasingly expensive insurance market, the Group has secured the renewal
of its professional indemnity insurance cover, on the same terms and at the same premium as last year, with no
increase either in excess levels or in restrictions on the scope of cover. This is a particular tribute to the Group’s
risk management and compliance team.
Regulatory Regime
The Board recognises the benefits of an appropriate level of independent scrutiny and challenge from the
Company’s auditors. However, it is at the same time mindful of the need to obtain value for money on behalf of
shareholders. Thus, despite having enjoyed a good working relationship with the Company’s previous auditors,
Crowe U.K. LLP, it was decided to appoint a new firm, RPG Crouch Chapman LLP, to the role for the current year.
FINANCIAL RESULTS
Revenue
The Company has reported gross revenues for the year under review of £34 million (2022: £34 million). 96% of
these revenues (£32.7 million) were generated by the Group’s advisory business, where the level of recurring
income exceeds 80%. The remainder was generated by the Group’s model portfolio service and its brief
ownership of Hummingbird Limited.
Adjusted EBITDA
Adjusted EBITDA is defined as being Earnings before Interest Taxation Depreciation and Amortisation as
adjusted to remove the distorting effect of one-off gains and losses arising on acquisitions/disposals as well
as other non-cash items. The Board considers adjusted EBITDA, rather than Operating Profit, to be the best
measure of the Company’s underlying performance.
The Company has reported adjusted EBITDA of £0.14 million (2022: £1.37 million). The reduction followed the
disposal of Tavistock Wealth, which removed the largest EBITDA contributor from the Group, leaving the EBITDA
contribution from the advisory businesses to cover the Group’s full central overhead. Steps have been taken to
remedy this position, as described above.
Operating Profit
Two new, industry wide, regulatory obligations have impacted the Group during the year.
The Company is reporting an Operating loss for the year to 31 March 2023 of £0.94 million (31 March 2022: profit
£30.67 million, including an exceptional gain on the sale of Tavistock Wealth of £35.78 million and one-off
The first, has been the introduction of a new wide-ranging Consumer Duty regime. This seeks to ensure that all
provisions of £4.42 million).
clients are treated both fairly and equally, that the charges levied for services provided are transparent and that
recommended products both provide value for money and are appropriate for each client’s individual needs and
circumstances. I am pleased to advise that Tavistock is on-track with the implementation of its new Consumer
Duty obligations.
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TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Chairman’s Statement (continued)
For the year ended 31 March 2023
Strategic Report
For the year ended 31 March 2023
The year under review has been a period of transition for the Group and its financial performance is
In keeping with the obligation placed upon Directors by S172 of the Companies Act 2006, the Board, both
summarised below:
Revenues
Adjusted EBITDA
Depreciation & amortisation
Share based payments
(Loss) from Operations - before exceptional items
Provision for one off reorganisation costs
Provision for new costs as a consequence of past reorganisation
Regulatory provisions
Exceptional costs
Gain on sale of subsidiary
Reported (Loss)/Profit from Operations
(Loss)/Earnings per share
Net Assets at year end
Cash Resources at year end
31 Mar 2023
31 Mar 2022
Movement
In doing so they have, amongst other matters, given regard to the following:
individually and collectively, has continued to act in a manner which they consider, in good faith, to be most likely
to promote the ongoing success of the Company for the benefit of its members.
£’000
33,954
141
(1,244)
(107)
(1,210)
-
-
342
(69)
-
(937)
(0.25)p
41,770
9,733
£’000
34,003
1,372 90% decrease
(1,051)
18% increase
(1,010) 89% decrease
(689) 76% increase
(800)
(2,250)
(1,372)
-
35,778
30,667
5.01p
43,477 4% decrease
15,274 36% decrease
• the likely long-term consequences of their decisions,
• the interests of the Company’s employees,
• the need to foster the Company’s relationships with its external partners,
• the impact of the Company’s operations on both the community and the environment,
• the desirability of maintaining the Company’s reputation for high standards of business conduct, and
• the need to act fairly between members of the Company.
Against this background, the Board’s focus has been on the strategic and commercial development of the
business together with key areas of operational significance.
Strategic Development
As referred to in the Chairman’s Statement, Tavistock has, over the last year, been developed into a leaner and
more efficient business.
The principal objective in the year under review has been to develop a self-sustaining business model involving
three specific initiatives.
The first being to attract and develop new advisers both from within the industry and from elsewhere. To achieve
this, management launched the Tavistock Academy and created desk-based advice teams to filter new business
The Directors are confident that the results for the current financial year (ending on 31 March 2024) will show a
leads and to look after less complex clients. These facilities create a career progression path for existing staff and
more positive outcome and reflect the steps that have been taken to drive the Company forward.
enable new entrants, such as graduates and apprentices, to be developed into fully qualified financial advisers.
Dividends
In July 2022, the Company disbursed an interim dividend of 0.07p per share, representing a notable 40% increase
compared to the dividend issued in October 2021. The Company is issuing a subsequent interim dividend of the
same value, 0.07p.
OUTLOOK
The Company is now ready to operate on a much larger scale and has embarked on the next phase of its growth
plan. A great deal has been accomplished over the last year through the hard work of our excellent staff. I would
like to acknowledge their dedication and support and to thank them for their considerable contribution.
The Board looks forward to the coming year with confidence and I will update you in due course.
Oliver Cooke
Chairman
19 September 2023
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The second being to increase the sources of new business leads. Relationships with a number of new business
introducers were established during the year and the Company will shortly be launching the “Tell Me How”
financial information and advice portal which is also expected to generate new business enquiries, as will Precise
Protect’s client base (see below).
The third initiative is a significant and on-going investment in technology to support the scalability of the
business, the speed with which acquisitions can be integrated, the flow of business intelligence (management
information) and the efficiency of operations to enable advisers to spend more time servicing clients.
Commercial Development
The Board’s principal commercial objective has been to replace the profit contribution generated by Tavistock
Wealth, prior to its sale in August 2021, by way of acquisition and to continue the organic growth of the Group’s
advice business.
Acquisition Strategy
The Group is well placed to pursue its acquisition strategy, as it has a further £14 million of deferred consideration
receivable from the sale of Tavistock Wealth and has now secured access to a £50 million debt funding facility
from the Bank of Ireland.
The Company has made one acquisition of note, Precise Protect Limited, a profitable and fast-growing UK wide
protection business based in Bangor, Northern Ireland.
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TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Strategic Report (continued)
For the year ended 31 March 2023
Strategic Report (continued)
For the year ended 31 March 2023
Organic Growth
Shareholder Value
The Group’s advisory activities reported a 4.5% rise in gross revenues and a 6% rise in gross profit contribution.
During the year the Board pursued several initiatives intended to enhance shareholder value. These include the
Given the challenging market conditions and the related falls in asset values during the year under review, the
buy-back and cancellation of 3.3 million of the Company’s shares which enhanced subsequent earnings per
achievement of this level of organic growth is considered to be creditable.
share, and thus the value, attributable to the shares remaining in issue.
Investment in LEBC
In April 2022, the Company acquired a 21% stake in LEBC Holdings Limited. LEBC is an independent national
business providing financial advice to retail clients and employee benefits advice to corporate clients.
They also submitted applications to HMRC for Research and Development tax credits in connection with various
capital projects undertaken over recent years. The value of tax credits applied for to date is £360,000, and these
credits will reduce the amount of corporation tax that will be paid by the Company in future years.
The Board has been working closely with the management of LEBC to maximise the value of this investment.
New Auditors
OTHER SIGNIFICANT MATTERS
Board Appointment
During the year the Board appointed RPG Crouch Chapman LLP to serve as the Group’s auditors in place of
Crowe U.K. LLP. In the Directors’ opinion, the periodic rotation of the Group’s auditors is desirable as it ensures an
appropriate level of independent scrutiny and challenge and at the same time offers an opportunity to secure
Johanna Rager, who joined Tavistock four years ago and has been a strong contributor to the Group’s Leadership
Board throughout that period, has been promoted to the Board in the role of Group Finance and Operations
Director. Her promotion is well-deserved.
Cost Reduction
Management has continued with the planned withdrawal from loss making or low margin areas of activity. This
included the closure of the Luxembourg RAIF (Reserve Alternative Investment Fund), which had failed to achieve
critical mass.
greater value for money on behalf of shareholders.
Current Objective
In the current year the Board’s objectives are to:
• extract further operational benefits from the ongoing data mining project,
• complete the integration of Precise Protect,
• reap the rewards from its membership of the Group, and
The Group’s low margin appointed representative network has also been downsized through the managed exit
• continue to develop the Group through the completion of further acquisitions.
of member firms and the transfer of selected others to Group entities that operate with higher gross margins.
Financial Performance
External Recognition
The Company’s financial performance is addressed in more detail in the Chairman’s Statement.
The high standard of Tavistock Private Client’s advisory activities continues to be recognised by the industry and I
am pleased to advise that during the year this company won several industry awards, further details of which can
Corporate Governance
be found in the Chairman’s Statement.
Corporate Governance activities are set out separately within the Corporate Governance Report on pages 12 to 17.
The high standard of the Group’s operational and compliance procedures has also been recognised by the
insurance industry. I am pleased to advise that the Group has secured the renewal of its professional indemnity
insurance cover, on the same terms and at the same premium level as the last year, with no increase either in
excess levels or in restrictions on the scope of cover. This is an unusual achievement in a tough and increasingly
expensive, insurance market and is a particular tribute to the Group’s risk management and compliance team.
Regulatory Regime
The Company faces the usual risks associated with operating in a highly regulated environment, however, during
the year two new industry wide regulatory obligations have impacted the Company.
These are the introduction of a new wide-ranging Consumer Duty regime, and a sector-wide requirement for
firms to conduct a review of British Steel Defined Benefit Pension Transfer cases. Each of these is covered in
more detail in the Chairman’s Statement and I am pleased to advise that Tavistock is well placed to address both
requirements without material adverse impact on the Group’s future performance.
Future Prospects
It remains the Board’s objective to build a larger and more profitable business. To this end, much has been done
to enable the Company to operate more efficiently and on greater scale. The Board has compiled a qualified list
of potential acquisition targets with which it is engaged.
The Company is well placed to progress the next stage of its development.
Approved by the Board of Directors and signed on its behalf by
Oliver Cooke
Chairman
19 September 2023
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TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Corporate Governance Report
For the year ended 31 March 2023
Corporate Governance Report (continued)
For the year ended 31 March 2023
The Board continues to believe that good corporate governance reduces risk within the business, can
Principle 3:
promote confidence and trust amongst its stakeholders and underpins the effectiveness of the Company’s
management framework.
The Directors look to the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”),
as being 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 acknowledges the ongoing interest in consolidation activity within the financial services sector.
• The Board’s strategy is to build a large and profitable financial advisory and fund distribution business,
which will increase its value to potential consolidators and will thereby create the potential for
shareholders to achieve significant value from their investment in the Company.
• The Board is also focused on the development of a self-sustaining business model, improving the
recruitment and development of advisers, maximising the sources of business enquiries and using
technology to improve operational efficiency and regulatory oversight.
• The Group’s advisory business has grown rapidly and trades profitably in its own right. Steps are being
taken to further improve the efficiency and profitability of its operations.
• With shareholder support, the Board will continue to arrange for the Company to make market purchases
of its own shares. Any shares purchased in this manner will be cancelled which will reduce the number
of shares that the Company has in issue and will further increase the earnings per share of those shares
remaining in issue.
• The combination of an increase in the commercial value of the business and a reduction in the number of
shares in issue, will lead to a long-term improvement in shareholder value.
• Key risks have been addressed in the Strategic Report.
Principle 2:
Seek to understand and meet shareholder needs and expectations
• The Board welcomes constructive engagement with shareholders.
• The Company believes that shareholder expectations are most effectively managed through the release
of regulatory announcements and through discussion with shareholders at the Company’s Annual
General Meeting.
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 Board recognises the importance of every member of the Tavistock team and in doing so, has
improved communication through the launch of a Tavistock intranet site, enhanced existing maternity pay
arrangements and now provides every member of staff with death in service insurance cover.
• 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 continues to support a national charity, the Clock Tower Foundation, and to encourage the
involvement of staff in various local and national fund-raising events.
• 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.
• As a contribution to the achievement of a net zero economy, the Company continues to offer both a subsidised
cycle to work scheme, and a subsidised electric vehicle purchase scheme, both of which have been well
received. The Company has also installed a number of charging points for use by staff driving hybrid or fully
electric vehicles.
Principle 4:
Embed effective risk management throughout the organisation, considering both opportunities and threats
• Last year, to improve the efficacy of its risk management systems, the Company designed and introduced a
market-leading approach to the on-going management of compliance risk via the use of tailored scorecards
for each adviser. Scorecards assess the performance of each adviser based on their experience, track record,
business processed by product type and risk ratings by product type. The updating of these scorecards has
now been automated and they can be provided to each adviser, manager, and business leader in real time.
• The system allows each business to risk manage the levels of pre-sale and post-sale file checking both by
adviser and by product type. Certain higher risk products such as pension transfers, VCTs and equity release will
always require pre-sale checking. However, for most products, the level and frequency of oversight is adjusted
in real-time based on individual adviser performance risk.
• A risk management function has been established with a dedicated Risk Manager and a separate Risk
Committee. The Risk Manager’s role is to identify, monitor and report on all aspects of risk faced by the
business. This enables the Board to determine the level of the Company’s risk appetite and to take steps in
mitigation where appropriate.
• The Executive Directors regularly engage with the Company’s major shareholders and ensure that the
views expressed by them are communicated fully to the Board.
• 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
• Board members make themselves available to meet with shareholders and with potential investors as and
meets formally on a monthly basis.
when required.
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TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Corporate Governance Report (continued)
For the year ended 31 March 2023
Corporate Governance Report (continued)
For the year ended 31 March 2023
Principle 5:
Principle 7:
Maintain the board as a well-functioning, balanced team led by the chair
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
• The composition, roles and responsibilities of the Board and of the various Committees are set out on
• The Group has established separate Remuneration and Audit Committees through which the
pages 16 and 17 of the Report and Accounts. The number of meetings held and Directors’ attendance are
Non-Executive Directors are able to monitor and assess the performance of the Executive Directors and to
also detailed.
hold them to account.
• To enable the Board to discharge its duties in an effective manner, all Directors receive appropriate and
• The respective Board members periodically review and cross-evaluate the Board’s performance and
timely information. The Agenda for each meeting is determined by the Chairman who arranges for
effectiveness in the Company. Each member of the Board is subject to an annual fitness and suitability
briefing papers to be distributed to all participants for consideration ahead of meetings. All meetings are
assessment overseen by the Group’s Human Resources department. In due course, the scope of this
minuted and the accuracy of the minutes is confirmed at the subsequent meeting before approval and
assessment will be enhanced to focus more closely on objectives and targets for improving performance.
signature by the Chairman.
• Directors’ performance is open to assessment by shareholders and all Directors are subject to re-election by
• The Chairman, Oliver Cooke, the Chief Executive, Brian Raven, and the Group Finance & Operations
the shareholders at least once every three years.
Director, Johanna Rager, 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 Group Finance & Operations Director has
held senior positions within a number of international companies. The Non-Executive Directors, Roderic
Rennison and Peter Dornan, both have extensive sector knowledge and experience and come from strong
regulatory backgrounds.
• The Chairman devotes a minimum of two days per week and the other Executive Directors devote the
whole of their time to the business of the Group. The Non-Executive Directors devote one to two days per
month to their duties.
• Under the terms of their contracts, the Non-Executive Directors are required to obtain the prior written
consent of the Board before accepting additional commitments that might conflict with the interests of
the Group or impact the time that they are able to devote to their role as a Non-Executive Director of
the Company.
Principle 8:
Promote a corporate culture that is based on ethical values and behaviours
• The Company’s ethos is, to act at all times with honour, dependability and vigilance. The Board also actively
promotes a culture in which the client is placed at the centre of everything that the Company does.
• The Board places great emphasis on the wellbeing of the Company’s employees and on providing a safe and
secure environment for them. The Company’s Employee Handbook provides a guideline for employees on
the day-to-day operations of the Company.
• The Company is similarly committed to a transparent, flexible and open culture promoting family values and
avoiding discrimination on the basis of gender, religious belief, age, ethnicity or sexual orientation.
• The Company is mindful of the need for, and is committed to, environmental responsibility
and sustainability.
Principle 9:
• The Company does not currently have a separate Nominations Committee as this is considered
Maintain governance structures and processes that are fit for purpose and support good decision-making by
unnecessary given the Company’s size and stage of development. The need for such a committee will be
the board
kept under review by the Board as the Company develops.
Principle 6:
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
• The 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 other
Executive Directors, in conjunction with other members of the executive team, ensure that their
knowledge is kept up to date on key issues and developments pertaining to the Company, its operational
environment and to the Directors’ responsibilities as members of the Board. During the course of the year,
Directors have consulted and received advice as well as updates from the Company’s nominated advisor,
• 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 conducted, with the accurate minuting of outcomes and the wider communication of those
outcomes as appropriate.
• Operational effectiveness and decision making has been improved with the creation of a data warehouse
collating data from the Company’s numerous systems, logs and spreadsheets to facilitate the automated
production of management information.
company secretary, legal counsel and various other external advisers on a number of matters, including
• The avoidance of conflicts of interest, through the delegation of responsibility for certain areas to
corporate governance. From time to time, members of the Board also participate in industry forums.
specialist committees, such as audit and remuneration, has strengthened the governance structure within
• Biographies for each of the Directors can be found in the Directors’ Report.
the Company.
• The Company’s auditors are rotated on a periodic basis to ensure that the Company and the Board are
subjected to an appropriate level of independent scrutiny and challenge.
14
15
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Corporate Governance Report (continued)
For the year ended 31 March 2023
Corporate Governance Report (continued)
For the year ended 31 March 2023
Principle 10:
Audit Committee
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders
The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that
and other relevant stakeholders
•
Information on the Company’s commercial progress and its financial performance is disseminated to
shareholders and to the market through the announcement of its full-year and half-year results, the posting
the financial performance of the Group is properly measured and reported. It receives reports from the Group’s
management, the Company’s Risk Committee and the Company’s auditors relating to the interim and annual
accounts and the accounting and internal control systems in use throughout the Group.
of such announcements onto the Company’s website in a timely manner and by mailing copies of the Annual
The members of the Audit Committee are as follows:
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.
Peter Dornan
(Non-Executive Director)
Committee Chairman
Roderic Rennison
(Non-Executive Director)
Oliver Cooke
(Chairman)
• Other members of staff are briefed informally on an ad-hoc basis via the Tavistock intranet and formally
The Committee approves the appointment and determines the terms of engagement of the Company’s auditors
through emails from the Chief Executive and other senior management as appropriate. In addition, a series
and, in consultation with the auditors, the scope of the audit. The Audit Committee has unrestricted access to the
of presentations are delivered at the Annual Company Day. On-line meetings are used whenever practical to
Company’s auditors.
replace physical ones thereby reducing the level of unnecessary business travel.
During the year under review the Audit Committee met twice and all members of the Committee were
BOARD OF DIRECTORS AND BOARD COMMITTEES
in attendance.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate
Remuneration Committee
actions. The Board is also responsible for ensuring a healthy corporate culture. The Board currently comprises
three Executive Directors and two Non-Executive Directors.
The Executive Directors are:
Oliver Cooke
Chairman
Brian Raven Chief Executive Officer
Johanna Rager Group Finance & Operations Director
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.
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.
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 their own remuneration.
For the year under review, three Remuneration Committee meetings were held, and both members of the
Committee were in attendance.
Nomination Committee
The Directors do not consider it necessary, or appropriate, at present to establish a Nomination Committee given
the size of the Company. This will be kept under review as the Company develops.
16
17
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Directors’ Report
For the year ended 31 March 2023
Directors’ Report (continued)
For the year ended 31 March 2023
Principal Activities, Review of the Business and Future Developments
The principal activity of the Group during the year was the provision of support services to a network of financial
Johanna Rager
Group Finance & Operations Director, aged 53
advisers. The key performance indicators recognised by management are gross revenues and operating profit, as
Johanna is an accomplished Finance Director with 20+ years of professional achievement in multinational
represented by adjusted EBITDA.
An overall review of the Group’s performance during the year and its future prospects is given in the Chairman’s
Statement and in the Strategic Report.
Substantial shareholdings
companies. She has a track record of delivering strategic, commercial and operational solutions across global
organisations, including the implementation of complex mergers and acquisitions. Johanna has proven ability
to deliver top and bottom lines and adapt to ever-changing business environments while focusing on talent
development and lean processes.
Roderic Rennison
The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 31
Non-Executive Director, Chairman of Remuneration Committee, aged 68
Number of Shares
% of Ordinary Shares
sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations
Roderic has more than 40 years of experience in financial services encompassing a variety of roles including
August 2023:
Name
Brian Raven
Andrew Staley
Oliver Cooke
Lighthouse Group
Hugh Simon
Paul Millott
Kevin Mee
Directors
70,007,932
55,950,204
30,600,000
30,487,805
30,000,000
28,432,106
28,241,858
12.49%
9.98%
5.46%
5.44%
5.35%
5.07%
5.04%
Details of the Directors of the Company who served during the period are as follows:
Oliver Cooke
Chairman, aged 68
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 67
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 67
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.
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
Communication with shareholders
running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc,
The Board welcomes constructive engagement with shareholders. Each shareholder receives a copy of the
subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic
annual report, which contains the Chairman’s Statement. The annual and interim reports, together with other
payment cards. He led the company until 1998 by which time it was an international Group, listed on AIM, with a
corporate press releases are made available on the Company’s website www.tavistockinvestments.com.
market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating
The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice
and integrating numerous acquisitions, as well as for delivering organic growth.
convening the meeting is issued with 21 clear days’ notice. Separate resolutions are proposed on each
substantially separate issue.
18
19
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Directors’ Report (continued)
For the year ended 31 March 2023
Directors’ Report (continued)
For the year ended 31 March 2023
Going concern
Given the Company’s cash resources at the year-end date and the £14 million of deferred consideration
receivable from the sale of Tavistock Wealth in 2021, 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 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.
twelve months from the date of approval of financial statements, and to justify use of the going concern
Directors’ responsibilities
assumption as the appropriate basis on which to prepare the Group’s accounts.
The Directors are responsible for preparing the annual report and financial statements in accordance with
Financial instruments
applicable law and regulations.
Details of the use of financial instruments by the Group are contained in Note 16 of the financial statements.
Company law requires the Directors to prepare financial statements for each financial period. Under that law the
Share capital
During the year the Company bought back and cancelled 3.3 million of its own shares. It also issued 2.48 million
new shares upon the exercise of share options. Full details of the changes to share capital during the year are
summarised in Note 17 to the accounts.
Charitable and Political Donations
The Group made £3,790 in charitable donations in the year (2022: £23,800).
Investment
In April 2023, the Company acquired the business of Precise Protect Limited, a profitable and fast-growing
protection business based in Bangor, Northern Ireland. This business is expected to contribute significantly to
the Company’s growth in the current financial year.
Dividends
In July 2022, the Company disbursed an interim dividend of 0.07p per share, representing a notable 40%
increase compared to the dividend issued in October 2021. The Company is issuing a subsequent interim
dividend of the same value, 0.07p.
Auditors
In February 2023, the Company appointed RPG Crouch Chapman LLP to serve as the Company’s auditors.
A resolution reappointing RPG Crouch Chapman LLP will be proposed at the Annual General Meeting in
accordance with S489 of the Companies Act 2006.
Supplier payment policy
The Group’s policy is to agree terms of payment with suppliers when entering into a transaction, ensure that
those suppliers are aware of the terms of payment by including them in the terms and conditions of the
contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2023 represented 28
days’ purchases (2022: 27 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.
Directors have elected to prepare the Group financial statements in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006 and in accordance with UK adopted
international accounting standards including Financial Reporting Standard 101, the Financial Reporting Standard
applicable in the UK and Republic of Ireland and applicable law. Under company law the Directors must not
approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs
of the Group and Company and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statements in accordance with the rules of the London Stock
Exchange for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently,
• make judgements and estimates that are reasonable and prudent,
•
for the Group financial statements, state whether they have been prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006,
•
for the parent Company financial statements, state whether applicable UK adopted international accounting
standards including Financial Reporting Standard 101 have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on
a website. Financial statements are published on the Company’s website in accordance with legislation in the
United Kingdom governing the preparation and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements
contained therein.
20
21
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Directors’ Report (continued)
For the year ended 31 March 2023
Audit Committee Report
For the year ended 31 March 2023
Directors’ interests
On behalf of the Board, I am pleased to present the Audit Committee report for the financial year ended
The Directors’ beneficial interests in the Ordinary Share Capital and options to purchase such shares are
as follows:
31 March 2023.
Principal Responsibilities of the Committee
Ordinary shares of 1p each
31 March 2023
31 March 2022
• 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
Share options
Shares
Share options
Shares
across the Group;
Executive Directors:
Brian Raven
Oliver Cooke
Johanna Rager
Non-Executive Directors:
Roderic Rennison
Peter Dornan
40,000,000
70,007,932
40,000,000
68,759,362
30,000,000
30,600,000
30,000,000
30,367,756
5,000,000
2,276,000
-
-
705,398
250,000
-
-
-
-
705,398
250,000
Date of Grant
Weighted
Average
Exercise Price
No. as at 31st
March 2022
No. granted
during the year
No. as at 31st
March 2023
• Receiving and reviewing reports from the Group’s management and auditors relating to the interim
and annual accounts;
• Reviewing reports from the Company’s Risk Committee and considering risk management policies
and systems;
• Advising on the selection, appointment, re-appointment and remuneration of independent external
auditors and scheduling meetings with external auditors, independent of management where
appropriate, for discussions and reviews; and,
• Reviewing and monitoring the extent and independence of non-audit services provided by
external auditors.
Members of the Committee
The Committee members 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
Executive Directors:
Brian Raven
Oliver Cooke
14/06/2021
14/06/2021
Johanna Rager
04/01/2023
5.25p
5.25p
6.65p
40,000,000
30,000,000
-
-
40,000,000
30,000,000
in public practice.
The Committee met twice during the year, with all members in attendance.
4,000,000
1,000,000
5,000,000
Audit Process
Directors’ statements as to disclosure of information to auditors
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
The Directors have taken all of the steps required to make themselves aware of any information needed by the
and considered any pertinent matters or areas for special inclusion.
Group’s auditors for the purposes of their audit and to establish that the auditors are aware of that information.
Following the audit, an Audit Findings Report was prepared by the auditors and submitted to the Audit
The Directors are not aware of any audit information of which the auditors are unaware.
Committee, and this was followed by a conference call with the Committee to review and discuss the
Approved by the Board of Directors and signed on its behalf by
Oliver Cooke
Chairman
19 September 2023
contents of the Report. The Audit Committee then provided a report to the Board together with its
recommendations. For the year ended 31 March 2023, no major areas of concern were highlighted.
Risk Management and Internal Control
As referred to under Principle 4 of the Corporate Governance Report, the Group has established a separate
Risk Committee, whose role is to identify, monitor and report on the risks faced by the Company. The Audit
Committee reviews reports produced by the Risk Committee from time to time and considers that the
framework is operating effectively.
The Audit Committee approved the rotation of the Company’s auditors and oversaw the selection and
appointment of RPG Crouch Chapman LLP as auditors.
The Audit Committee reviewed the non-audit services provided by the Company’s auditors and considered
that there was no threat to their independence in the provision of these services and that satisfactory
controls were in place to ensure this independence.
22
23
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Audit Committee Report (continued)
For the year ended 31 March 2023
Remuneration Committee Report
For the year ended 31 March 2023
Internal Audit
Compliance
At present, the Group does not have an internal audit function and the Committee believes that despite this,
Described below are the principles that the Group has applied in relation to Directors’ remuneration.
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
19 September 2023
The Remuneration Committee
For reasons of independence the only members of the Remuneration Committee are the Company’s two
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.
Service contracts
The term of the Directors’ service contracts can be summarised as follows:
Oliver Cooke
Start Date: 3 May 2013
Terminable on six months’ notice
Brian Raven
Start Date: 12 May 2014
To 31 March 2024, terminable thereafter
on twelve months’ notice
Johanna Rager
Start Date: 19 August 2019
To 31 December 2024, terminable thereafter
on twelve months’ notice
Non-Executive Directors
Roderic Rennison Start Date: 12 May 2014
Initial term 2 years, terminable at any time
on three months’ notice
Peter Dornan
Start Date: 22 August 2017
Initial term 2 years, terminable at any time
on three months’ notice
Directors’ remuneration
Details of each Director’s remuneration are provided in Note 6 to the financial statements entitled Staff Costs.
Directors’ interest in shares
Details of the Directors beneficial shareholdings as at 31 March 2023 can be found in the Directors Report.
Approved by the Committee and signed on its behalf by
Roderic Rennison
Committee Chairman
19 September 2023
24
25
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc
For the year ended 31 March 2023
Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc (continued)
For the year ended 31 March 2023
Opinion
We have audited the financial statements of Tavistock Investments Plc (the ‘Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 March 2023 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Tavistock Investments Plc’s ability
to continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
Consolidated Statement of Cash Flows, the Company Statement of Financial Position, the Company Statement
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
of Changes in Equity and the related notes to the financial statements, including a summary of significant
relevant sections of this report.
accounting policies.
Our approach to the audit
The financial reporting framework that has been applied in the preparation of the Group financial statements is
applicable law and International Financial Reporting Standards as adopted in the United Kingdom (IFRS). The
Company financial statements have been prepared in accordance with applicable law and United Kingdom
Accounting Standards, including FRS 101 Reduced Disclosure Framework (UK GAAP).
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made subjective judgements, for example in respect
of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk
In our opinion:
of material misstatement due to fraud.
• the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion
March 2023 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRS;
• the Company financial statements have been properly prepared in accordance with UK GAAP; and
• the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and the parent company
in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
on the financial statements as a whole, taking into account the structure of the Group and the Company, the
accounting processes and controls, and the industry in which they operate. We performed full-scope audits of
the material components of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement we identified (whether or not due to fraud), including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
Each matter identified was addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters
identified are listed below.
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
Carrying value of intangible assets
sufficient and appropriate to provide a basis for our opinion.
At the year-end, the Group held £19.6 million (2022:
Our work included:
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included:
• Review budgets and cash flows projections up to 31 March 2026;
• Comparison of budget to past performance;
• Sensitise cash flows for variations in trading performance and working capital requirements;
• Consider if there is any other information brought to light during the audit that would impact on the going
concern assessment; and
• Review of working capital facilities and assess headroom available in the projections.
£18.3 million) of intangible assets, of which £12.6 million
relates to goodwill, £4.9 million to client lists, and
£2.1 million to internally generated assets.
• Reviewing the initial goodwill calculation, agreeing
consideration paid to the purchase agreement and
the net assets acquired to the company balance
In accordance with IAS 36 Impairment of Assets,
sheet at the date of acquisition;
entities are required to conduct annual impairment
tests for certain intangible assets.
• Reviewing management’s goodwill impairment
review and considering this for reasonableness,
Given the subjectivity of estimates involved, we
including challenging key assumptions in the model
consider the carrying value of goodwill to be a key
and using sensitivity analysis where relevant; and
audit matter.
• Reviewing the individual books of business
across the companies and the impairment
review prepared by management, flexing
these accordingly to review for any indicators
of impairment.
26
27
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc (continued)
For the year ended 31 March 2023
Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc (continued)
For the year ended 31 March 2023
• Performing analytical procedures by month and
opinion on the financial statements does not cover the other information and, except to the extent otherwise
between each business unit, investigating significant
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Revenue recognition
Revenue recognition has a presumed risk of fraud
Our audit work included:
under International Auditing Standards.
• Performing detailed walkthroughs to verify the
The majority of fees are in relation to initial and
operation of controls in place;
ongoing services in terms of revenue recognised.
• Testing a sample of transactions throughout the
Given the significant judgements in the estimated
year to agree to external supporting documents;
outcomes of open contractual positions at the period
end and unsettled at the date of approval of the
financial statements, we consider revenue recognition
to be a key audit matter.
fluctuations; and
• Performing cut off testing to ensure revenue has
been recorded in the correct period and reviewed
the accuracy of accrued income at the year-end.
Legal and provisions
As the Group operates in the regulated area of
Our audit work included:
financial services, it is exposed to the risk of claims
with respect to current and historic work performed
for clients. At the year-end, the Group recognised
provisions of £6.0 million (2022: £8.0 million) with
• Reviewing reasonableness of the provisions
brought forward;
• Vouching expected claims/workings through to
respect to such claims.
documentation;
Under IAS 37, provisions must be recognised when it
• Tracing claims completed in the year through to
is probably that an outflow of cash or other economic
bank statements;
resource will be required to settle the provision.
• Discussions with management about any open
We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality
relating to the Group financial statements. We also report to the Audit Committee on financial statement
disclosure matters identified when assessing the overall consistency and presentation of the consolidated
financial statements.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
Given the subjective nature of the estimates involved,
cases and claims;
Matters on which we are required to report by exception
we consider the carrying value of legal provisions to be
a key audit matter.
• Reviewing and considering the adequacy of the
disclosure within the financial statements.
In the light of the knowledge and understanding of the Group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we
use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the
the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their
• we have not received all the information and explanations we require for our audit.
effect on the financial statements as a whole.
We have based materiality on 2% of revenue for the operating components. This benchmark is considered to
be the most significant determinant of the Group’s financial performance used by the users of the financial
statements. Overall materiality for the Group as a whole was set at £0.7 million. For each component, the
materiality was set at a lower level. The Company materiality was set at £0.5 million, based on 2% of gross assets,
capped at 75% of group materiality as that is considered the most appropriate measure for a holding company.
28
29
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc (continued)
For the year ended 31 March 2023
Independent Auditor’s Report to the
Shareholders of Tavistock Investments Plc (continued)
For the year ended 31 March 2023
Responsibilities of Directors
Use of our report
As explained more fully in the statement of Directors’ responsibilities on page 19, the Directors are responsible
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
for the preparation of the financial statements and for being satisfied that they give a true and fair view,
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members
and for such internal control as the Directors determine is necessary to enable the preparation of financial
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
statements that are free from material misstatement, whether due to fraud or error.
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Mark Wilson MA, FCA
Senior Statutory Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Registered Auditors
5th Floor, 14-16 Dowgate Hill
London
EC4R 2SU
19 September 2023
RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales with registered
number OC375705.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or
the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks within which the Company/Group
operates focusing on those laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the financial statements. The laws and regulations we considered in this
context were the Companies Act 2006 and relevant taxation legislation.
• We identified the greatest risk of material impact on the financial statements from irregularities,
including fraud, to be the override of controls by management. Our audit procedures to respond to these
risks included enquiries of management about their own identification and assessment of the risks of
irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor’s Report.
30
31
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2023
Consolidated Statement of Financial Position
For the year ended 31 March 2023
Company number: 05066489
Revenue
Cost of sales
Gross profit
Administrative expenses
Gain on sale of subsidiary
(Loss)/Profit from Total Operations
Year ended
Year ended
31 Mar 2023
31 Mar 2022
Note
£’000
£’000
3
3
3
4
33,954
34,003
(22,717)
(22,053)
11,237
11,950
(12,174)
(17,061)
-
35,778
(937)
30,667
MEMORANDUM ONLY - Adjusted EBITDA
141
1,372
9 & 10
(1,244)
(1,051)
Depreciation & Amortisation
Share Based Payments
Provision for one off reorganisation costs
Provision for new costs as a consequence of past reorganisation
Regulatory provisions
Exceptional costs
Gain on sale of subsidiary
(Loss)/Profit from Operations
Finance income/(costs)
LLP members remuneration charged as an expense
Share of loss in associate
(Loss)/Profit before taxation
Taxation
(Loss)/Profit after taxation and attributable to equity holders of the
parent and total comprehensive income for the year
(Loss)/Profit per share
Basic
Diluted
No other comprehensive income during the year (2022 - £Nil)
14
14
14
7
8
8
(107)
(1,010)
-
(800)
-
(2,250)
342
(1,372)
(69)
-
-
35,778
(937)
30,667
139
(144)
(551)
(519)
(219)
-
(1,568)
30,004
173
(363)
(1,395)
29,641
Assets
Non-current assets
Tangible fixed assets
Intangible assets
Investment in associates
Trade and other receivables
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total 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
Share Capital
Share Premium
Capital Redemption Reserve
Retained Earnings
31 Mar 2023
31 Mar 2022
Note
£’000
£’000
£’000
£’000
9
10
11
12
1,971
19,560
10,035
8,740
40,306
1,732
18,309
-
12,090
32,131
12
10,473
9,733
13,039
15,274
20,206
60,512
28,313
60,445
13
(10,726)
(6,722)
13
13
14
15
17
17
17
(999)
(923)
(6,004)
(89)
(732)
(1,298)
(7,955)
(262)
(18,741)
(16,968)
41,771
43,477
5,567
1,614
534
34,056
5,578
1,541
501
35,857
41,771
43,477
(0.25)p
5.01p
Total equity
(0.25)p
4.40p
The financial statements were approved by the Board and authorised for issue on 19 September 2022.
Oliver Cooke
Chairman
32
33
The notes on pages 38 – 58 form part of the Group financial statements.The notes on pages 38 – 58 form part of the Group financial statements.TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Consolidated Statement of Changes In Equity
For the year ended 31 March 2023
Consolidated Statement of Cash Flows
For the year ended 31 March 2023
Share
Capital
Share
Premium
Capital
Redemption
Reserve
Retained
Earnings
Total Equity
£’000
£’000
£’000
£’000
£’000
31 March 2021
6,079
1,541
Profit after tax and total
comprehensive income
-
-
Equity settled share based payments
-
Buy-back of shares
Dividend payment
(501)
-
-
-
-
-
-
-
8,114
15,734
29,641
29,641
1,013
1,013
501
(2,607)
(2,607)
-
(304)
(304)
31 March 2022
5,578
1,541
501
35,856
43,477
Loss after tax and total
comprehensive income
Equity settled share based payments
Buy-back of shares
Dividend received
Closure of subsidiary
Dividend payment
Share options exercised
31 March 2023
-
-
(33)
-
-
-
22
5,567
-
-
73
-
-
-
-
-
-
33
-
-
-
-
(1,395)
(1,395)
107
(302)
373
(192)
(391)
-
107
(230)
373
(192)
(391)
22
1,614
534
34,056
41,771
Year ended
Year ended
31 Mar 2023
31 Mar 2022
£’000
£’000
Cash flow from operating activities
(Loss)/Profit from normal Operations
(1,568)
30,004
Adjustments for:
Share based payments
Depreciation of tangible fixed assets
Amortisation of intangible assets
Movement on one-off reorganisation provision
107
1,010
681
649
563
402
-
800
Provision for new costs as a consequence of past reorganisation
-
2,250
Regulatory provisions
Exceptional costs
Finance (income)/costs
Tax paid
Gain on sale of subsidiary
(342)
1,372
69
-
(139)
144
-
(397)
-
(35,778)
Cash flows from operating activities before changes in working capital
(629)
456
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other creditors
111
(3,318)
(1,274)
3,977
Cash (used)/generated in Operations
(1,792)
1,115
Investing activities
Intangible assets- client lists and internally developed assets
Purchase of tangible fixed assets
Purchase of associate
Deferred consideration payments
Cash received on sale of client list
Cash paid for subsidiary
Cash received on sale of subsidiary entities
(732)
(434)
(1,176)
(1,354)
(6,060)
-
(1,621)
(1,543)
100
-
(1,515)
-
7,461
19,288
Net cashflow (used)/generated from investing activities
(3,543)
15,957
34
35
The notes on pages 38 – 58 form part of the Group financial statements.The notes on pages 38 – 58 form part of the Group financial statements.TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Consolidated Statement of Cash Flows (continued)
For the year ended 31 March 2023
Consolidated Statement of Cash Flows (continued)
For the year ended 31 March 2023
Financing activities
Finance income/(costs)
New leases
Lease repayment
Loan repayments
CBILS repayment
Buy-back of shares
Dividend payment
Exercise of share options
Year ended
Year ended
31 Mar 2023
31 Mar 2022
£’000
£’000
Reconciliation of net cashflow to movement in net debt:
Net (decrease)/increase in cash and cash equivalents
139
(144)
698
863
(445)
(476)
-
(1,493)
-
(2,094)
(302)
(2,607)
(391)
(304)
95
-
New lease liability
Lease repayment
Repayment of loans
Movement in net debt in the year
(5,794)
14,019
Net debt at 1 April 2022
14,059
40
Year ended
Year ended
31 Mar 2023
31 Mar 2022
£’000
£’000
(5,541)
10,817
(698)
(861)
445
476
-
3,587
Net cashflow from financing activities
(206)
(6,255)
Net debt at 31 March 2023
8,265
14,059
Net change in cash and cash equivalents
(5,541)
10,817
Cash and cash equivalents at start of the year
15,274
4,457
Cash and cash equivalents at end of the year
9,733
15,274
The net debt comprises:
Cash
Current leases
Non-current leases
Net debt at 31 March 2023
Reconciliation of net debt:
Lease liabilities
Long term debt
Year ended
Year ended
31 Mar 2023
31 Mar 2022
£’000
£’000
9,733
15,274
(469)
(483)
(999)
(732)
8,265
14,059
2022
Cashflows
New Leases
2023
1,211
(446)
698
1,463
1,211
(446)
698
1,463
36
37
The notes on pages 38 – 58 form part of the Group financial statements.The notes on pages 38 – 58 form part of the Group financial statements.TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
1. Accounting Policies
Principal Accounting Policies
Tavistock Investments Plc (“The Company”) is a public company limited by share capital, incorporated in the
United Kingdom with registered company number 05066489 and its registered office is at 1 Queen’s Square,
Ascot Business Park, Lyndhurst Road, Ascot, Berkshire, SL5 9FE. The principal accounting policies applied in the
preparation of these Consolidated Financial Statements are set out below. These policies have been consistently
1. Accounting Policies (continued)
Costs that are directly associated with the production of identifiable and unique products controlled by
the Group and capable of producing future economic benefits are recognised as intangible assets. Direct
costs include employee costs and directly attributable overheads. After recognition, under the cost model,
intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated
impairment losses.
applied to all the periods presented, unless otherwise stated.
Development costs are recognised as assets only if all of the following conditions are met:
Basis of Preparation
• an asset is created that can be separately identified,
The Consolidated Financial Statements have been prepared in accordance with UK adopted International
•
it is probable that the asset created will generate future economic benefits; and
Financial Reporting Standards (“IFRS”) in conformity with the requirements of the Companies Act 2006.
The financial statements are presented in pounds sterling and all values are rounded to the nearest thousandth
(£’000), except when otherwise indicated.
Basis of Consolidation
• the development cost of the asset can be measured reliably.
Client lists, regulatory approvals and systems and internally developed assets are considered to have a finite
useful life and are only amortised once ready for use. If a reliable estimate of the useful life cannot be made,
the useful life shall not exceed 10 years.
The Group comprises a holding company and several individual subsidiaries and all of these have been included
Financial Assets
in the Consolidated Financial Statements in accordance with IFRS 10 Consolidated Financial Statements and the
principles of acquisition accounting as laid out by IFRS 3 Business Combinations. Subsidiaries are consolidated
from the date of their acquisition, being the date on which the group obtains control and continue to consolidate
until the date such control ceases. Control comprises the power to govern the financial and operating policies of
the subsidiary so as to obtain benefit from its activities.
Revenue Recognition
Revenues within the advisory business are predominantly comprised of advisory support commissions. Income is
recognised and accrued for when control has transferred, the resulting cash will then be received at the point the
underlying transaction settles.
Revenues within the investment management business are calculated as a percentage of funds under
management. Income is calculated daily and is received and recognised monthly. The charges are collected
directly from the assets held and there are no significant payment terms. All revenues arise over time and are
received in arrears, none are linked to subsequent performance obligations.
Intangible Assets
Deferred consideration received, accrued income and receivables: These assets are deemed to be non-
derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They arise principally through the provision of goods and services to customers (trade receivables), but also
incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective
interest method.
Financial Liabilities
Payments made under leases (net of any incentives received from the lessor) have been recognised in
accordance with IFRS 16 as follows:
The Group’s eases primarily relate to properties. Lease terms are negotiated on an individual basis and contain
a wide range of different terms and conditions. Property leases will often include extension and termination
options, open market rent reviews, and uplifts.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the individual lessee company’s incremental borrowing rate taking
into account the duration of the lease. The weighted average lessee’s incremental borrowing rate applied to
Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the
lease liabilities recognised in the statement of financial position at the date of initial application.
difference between the fair value of the consideration payable and the fair value of the net assets that
have been acquired.
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
Also included within intangible assets are various assets separately identified in business combinations (such as
the remaining balance of the liability.
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.
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
During the year the Group has invested in the development of a number of key initiatives designed to generate
the lease liability, such as market rent review uplifts. Please refer to Note 9 for further details.
additional FUM inflows. Where appropriate, this expenditure has been capitalised as intangible assets.
Intangible assets are initially recognised at cost.
38
39
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
1. Accounting Policies (continued)
Share Based Payments
1. Accounting Policies (continued)
Taxation and Deferred Taxation
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to
Corporation tax payable is provided on taxable profits at prevailing rates.
the Statement of Comprehensive Income on a straight-line basis over the vesting period. Non-market vesting
conditions are taken into account by adjusting the number of options expected to vest at each Statement of
Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the
options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Fair value is calculated using the Black-Scholes model, details of which are given in Note 18.
Tangible Fixed Assets
Tangible fixed assets are stated at cost net of accumulated depreciation and provision for impairment.
Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost less estimated
residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the
estimated amount that would currently be obtained from disposal of the asset if the asset were already of the
age and in the condition expected at the end of its useful economic life.
The method of depreciation for each class of depreciable asset is:
Computer equipment
Office fixtures, fittings & equipment
Motor vehicles
Impairment of Assets
-
-
-
3 years straight line
5 years straight line
5 years straight line
Impairment tests on goodwill are undertaken annually at the reporting date. The recoverable value of goodwill is
estimated on the basis of value in use, defined as the present value of the cash generating units with which the
goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible.
In assessing the carrying value of Assets, the Directors have used 5-year forecasts and discounted the
anticipated future cashflows by entity and assets class over 5 years and then in perpetuity using a discount rate
of 15%. In all scenarios, the recoverable amount exceeded the carrying value.
Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying
amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value
(i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it
is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on
the asset’s cash-generating unit. The carrying value of tangible fixed assets is assessed in order to determine if
there is an indication of impairment. Any impairment is charged to the statement of comprehensive income.
Impairment charges are included under administrative expenses within the Consolidated Statement of
Comprehensive Income.
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 assets or liabilities are expected to be settled or 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.
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another
party, the reimbursement is recognised when, and only when, it is virtually certain that reimbursement will be
received if the Company settles the obligation. The reimbursement is treated as a separate asset. The amount
recognised for the reimbursement cannot exceed the amount of the provision.
As referenced in Note 14, settlement in relation to the claims provision has been made on a case by case basis
in respect of the cost of defending claims and, where appropriate, the estimated cost of settling claims. Where
recovery of the cost of settlement is expected to be virtually certain, a corresponding asset is recognised. Any
net provision expense is recognised in the Group’s Statement of Comprehensive Income.
40
41
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
2. Critical Accounting Estimates and Judgements
3. Segmental Information
The preparation of these Financial Statements has required management to make estimates and assumptions
A segmental analysis of revenue and expenditure for the year is:
that affect the reported amounts of assets and liabilities at the date of the Financial Statements and reported
amounts of revenues and expenses during the reporting period. These judgements and estimates are based
on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience,
but actual results may differ from the amounts included in the Financial Statements. Information about such
judgements and 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
Group
(Plc)
Investment
Management
Advisory
Business
2023
Group
(Plc)
Investment
Management
Advisory
Business
2022
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Revenue
245
965
32,744
33,954
135
2,550
31,319
34,004
Cost of
sales
Gross
profit
Attributed
Expenses
(336)
(276)
(22,105)
(22,717)
(303)
(388)
(21,362)
(22,053)
(91)
689
10,639
11,237
(168)
2,162
9,957
11,951
(4,069)
(732)
(7,539)
(12,340)
(3,213)
(1,069)
(7,348)
(11,630)
to create various scenarios, with different growth rates. In all scenarios, the recoverable amount exceeded the
Other Administrative expenses
carrying value.
Internally Developed Intangible Assets
Included in the amount capitalised in respect of key initiatives are apportioned staff costs. Staff costs are
capitalised where the relevant staff member is directly involved in the product development process.
Management estimates the amount of time each employee has spent on each project during the reporting
period and prorate the staff costs accordingly.
Share Based Payments
The share based payment charge to the Profit or Loss account is estimated from the operation of the
Black-Scholes Model in respect of share options granted by the Company as referred to in more detail in Note 18.
Amortisation of Development Costs and Other Intangibles
Product development costs are being amortised over 10 years. The estimated useful economic life of the
intangible assets are based on management’s judgement and experience. When management identifies that
the actual useful economic life differs materially from the estimates used to calculate amortisation, that charge is
adjusted accordingly.
Claims Provision
As outlined in Note 14, three provisions have been made in relation to potential exposure in relation to
historic advice.
Share based payments
Provision for one off reorganisation costs
Provision for new costs as a consequence
of past reorganisation
Regulatory provisions
Exceptional costs
Gain on sale of subsidiary
(Loss)/Profit from operations
(107)
-
-
342
(69)
-
(937)
(1,010)
(800)
(2,250)
(1,372)
-
35,778
30,667
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.
In calculating the gain on sale of subsidiary, the deferred consideration of £20 million has been discounted by
£1.5 million to reflect the time cost of money.
42
43
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
4. (Loss)/Profit From Operations
6. Staff Costs
This is arrived at after charging:
Staff costs (see Note 6)
Depreciation on tangible fixed assets
Amortisation of intangible fixed assets
Lease expense - property
Provision for one off reorganisation costs
Provision for new costs as a consequence of past reorganisation
Regulatory provisions
Exceptional costs
Gain on sale of subsidiary
Auditor's remuneration in respect of the Company
Audit of the Group and subsidiary undertakings
Auditor's remuneration - non-audit services - Interim
2023
£’000
2022
£’000
8,711
9,322
681
649
563
402
545
414
-
800
-
2,250
(342)
69
1,372
-
-
35,778
8
9
58
68
8
3
74
80
Staff costs for all employees, including Directors and key
management consist of:
Wages, fees and salaries
Social security costs
Pensions
Share based payment charge
The average number of employees of the Group during the year was as follows:
Directors and key management
Operations and administration
2023
£’000
2022
£’000
7,379
7,264
827
721
398
327
8,604
8,312
107
1,010
8,711
9,322
2023
2022
Number
Number
12
149
161
11
133
144
5. Business Combinations
On 23 May 2022 the Group acquired LEBC Hummingbird Limited, a subsidiary of LEBC Group Limited, obtaining
100% ownership of the ordinary shares. The acquisition carried a value of £3 million, with £1.5 million settled in
immediate cash payment, while the remaining £1.5 million was contingent upon deferred cash considerations.
During its tenure within the Tavistock Group, Hummingbird Limited showcased strong performance metrics,
The remuneration of the highest paid director was £474,769 (2022: £462,284). The total remuneration of key
management personnel was £2,438,258 (2022: £2,268,787). Included in this figure are pension costs amounting to
£242,535 (2022: £187,748).
Outstanding pension commitments included in the balance sheet amounted to £41,173 (2022: £39,592).
All pension contributions represent payments into defined contribution schemes.
achieving a revenue of £451,000, an EBITDA of £328,000, and a profit of £328,000.
Directors’ Detailed Emoluments
Hummingbird Limited has specialised in providing research on asset class allocations tailored for utilisation
Details of individual Directors’ emoluments for the 2023 are as follows:
within funds and model portfolios. Its services are meticulously designed to assist investment managers in
aligning their investment solutions with distinct risk profiles, as identified through the administration of “attitude
to risk” questionnaires completed by clients.
On 17 August 2022, Hummingbird Limited was divested back to LEBC Group Limited under the same terms
as the initial acquisition, amounting to £3 million. A sum of £1.5 million in cash was reimbursed to Tavistock in
accordance with the established agreement.
44
B Raven
O Cooke
J Rager**
P Dornan*
R Rennison*
Salary & fees Benefits in kind
& allowances
Performance
bonus
Pension
contributions
£
£
£
£
322,000
44,469
60,000
48,300
211,369
35,349
24,000
31,680
31,075
2,194
1,828
2,970
30,000
-
-
-
30,000
-
-
-
624,444
82,012
85,828
82,950
* Denotes non-executive Director.
** Joined Board on 26th January 2023
Total
2023
£
474,769
302,398
38,067
30,000
30,000
875,234
45
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
6. Staff Costs (continued)
7. Taxation On (Loss)/Profit From Ordinary Activities
Details of individual Directors’ emoluments for the 2022 are as follows:
B Raven
O Cooke
P Dornan*
R Rennison*
Salary & fees Benefits in kind
& allowances
Performance
bonus
Pension
contributions
£
£
£
£
280,000
40,284
100,000
42,000
220,000
37,186
50,000
33,000
30,000
-
-
-
30,000
-
-
-
560,000
77,470
150,000
75,000
Total
2022
£
462,284
340,186
30,000
30,000
862,470
* Denotes non-executive Director.
Element
Purpose and link to strategy
Operation
Basic Salary
To attract, retain and reward Executive
Basic salaries are reviewed annually by the
Directors of a suitable calibre.
independent Remuneration Committee.
Corporation tax charge for current year
Corporation tax adjustment in respect of previous year
Deferred tax (credit)/charge
Deferred tax credit in respect of previous period
Tax (credit)/charge for the year
2023
£’000
2022
£’000
-
297
-
53
(35)
200
(138)
(187)
(173)
363
The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to profit
before tax.
On 10 June 2021, The Finance Bill 2021 received Royal assent. The Bill confirms the increase in the corporation
tax rate from 1 April 2023. From this date, the rate will tapper from 19% for businesses of less than £50,000 to
25% with profits of over £250,000. This does not amount to a significant impact on the deferred tax charge
for the year. The closing deferred tax balance at 31 March 2023 has been calculated at 25% (2022: 25%) being
the substantively enacted tax rate at the balance sheet date.
Factors considered by the Committee
include, intra alia, individual seniority/
length of service, market comparisons,
economic climate, wider staff reviews.
Total (Loss)/Profit on ordinary activities before tax
BIK and
A package of benefits (car allowance,
Car allowances are paid to individuals
(Loss)/Profit on ordinary activities at the standard rate of corporation tax in the
allowances
private health cover, death in service
via the PAYE system. Insurance cover is
UK of 19% (2022: 19%)
cover, defined pension contribution) is
provided either through membership
provided as part of a market competitive
of Group Schemes or by payment of
Effects of:
remuneration package.
subscriptions on behalf of the individuals.
Expenses not deductible for tax purposes
Performance
To maximise the benefit of the
The maximum potential bonus is set by
Other timing differences
bonus
arrangements for the Company, half of
the Remuneration Committee at the start
Differences between capital allowances and depreciation
the performance bonus is linked to the
of each year. Individual performance, and
reported results of the Group and the
thus bonus entitlement, is assessed and
other half is linked to the achievement of
determined by the Committee after the
other strategic objectives.
year end date.
Adjustments to prior periods deferred tax
Adjustments to prior corporation tax
Non-taxable income
Pension
Defined contributions are made
The Company pays defined pension
Adjust closing deferred tax to average rate of tax
to individual’s nominated pension
contributions directly to the nominated
providers as part of a market competitive
providers.
remuneration package.
Deferred tax not recognised
Tax (credit)/charge for the year
2023
£’000
2022
£’000
(1,568)
30,004
(298)
5,701
52
(231)
1
(2,445)
-
-
(137)
2,885
278
(32)
251
(988)
53
(6,731)
(495)
2,326
(173)
363
46
47
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
8. (Loss)/Earnings Per Share
9. Tangible Fixed Assets (continued)
(Loss)/Earnings per share has been calculated using the following:
(Loss)/Earnings (£'000)
Weighted average number of shares ('000s)
(Loss)/Earnings per ordinary share
Weighted average number of shares and share options that were exercisable at
year end ('000s)
Diluted Earnings per ordinary share
2023
2022
(1,395)
29,641
556,601
591,916
(0.25)p
5.01p
-
81,616
Depreciation
Disposals
Transfers**
(0.25)p
4.40p
Balance at 31 March 2023
Basic earnings per ordinary share has been calculated using the weighted average number of share in issue
during the relevant financial periods.
9. Tangible Fixed Assets
Net Book Value
At 31 March 2023
At 31 March 2022
*Right of Use.
*ROU
Leasehold
property
Motor
vehicles
Computer
equipment
Office
fixtures,
fittings, and
equipment
£’000
482
(364)
-
797
1,379
1,031
£’000
7
-
-
12
21
28
£’000
£’000
76
(113)
(45)
129
76
468
157
(231)
45
404
495
205
Total
£’000
722
(708)
-
1,342
1,971
1,732
*ROU
Leasehold
property
Motor
vehicles
Computer
equipment
Office
fixtures,
fittings, and
equipment
£’000
£’000
£’000
£’000
Cost
Balance at 1 April 2021
1,176
-
340
613
Additions
Disposals
Transfers
Balance at 31 March 2022
872
(338)
-
1,710
33
-
-
33
329
(37)
47
679
121
(107)
12
639
Additions
Disposals
Transfers**
819
(353)
-
-
80
50
-
-
(113)
(231)
(441)
441
Balance at 31 March 2023
2,176
33
205
899
Accumulated depreciation
Balance at 1 April 2022
575
-
Depreciation
Disposals
Transfers
Balance at 31 March 2022
442
(338)
-
679
5
114
87
403
172
-
(37)
(153)
-
5
47
12
211
434
Total
£’000
2,129
1,355
(482)
59
3,061
949
(697)
-
3,313
1,092
706
(528)
59
1,329
**Transfers have been made between categories to correct immaterial brought forward discrepancies.
Included in Office fixtures, fittings and equipment are assets acquired under lease agreements with a net
book value of £20,350 (2022: £65,218).
Included in Computer equipment are assets acquired under lease agreements with a net book value of
£Nil (2022: £6,555).
Included in ROU Leasehold property are assets acquired under lease agreements with a net book value of
£1,380,387 (2022: £1,041,733).
Included in Motor vehicles are assets acquired under lease agreements with a net book value of £21,506
(2022: £28,105).
Depreciation charged on leased assets was £472,986 (2022: £486,998).
10. Intangible Assets
Goodwill
Arising on
Consolidation
Internally
Developed
Assets
Client Lists
£’000
£’000
£’000
Total
£’000
Cost
Balance at 1 April 2021
9,185
14,751
2,481
26,417
Additions
Disposals
2,593
-
332
2,925
-
(1,916)
-
(1,916)
Balance at 31 March 2022
11,778
12,835
2,813
27,426
Additions
Disposals
1,331
-
583
1,914
(100)
-
-
(100)
Balance at 31 March 2023
13,009
12,835
3,396
29,240
48
49
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
10. Intangible Assets (continued)
11. Investment in Associates (continued)
Accumulated amortisation
Balance at 1 April 2021
Amortisation
Goodwill
Arising on
Consolidation
Internally
Developed
Assets
Client Lists
£’000
£’000
£’000
Total
£’000
7,242
235
1,238
8,715
380
-
22
402
Balance at 31 March 2022
7,622
235
1,260
9,117
Amortisation
522
-
41
563
Balance at 31 March 2023
8,144
235
1,301
9,680
Net Book Value
At 31 March 2023
At 31 March 2022
4,865
12,600
2,095
19,560
4,156
12,600
1,553
18,309
Client Lists relate to identifiable relationships between acquired companies, their adviser network and the
associated client bases.
Internally Developed Assets predominately represent costs associated with various initiatives.
Goodwill
The carrying value of goodwill in respect of each cash generating unit is as follows:
Financial Advisory business
31 March
31 March
2023
£’000
12,600
12,600
2022
£’000
12,600
12,600
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. Investment in Associates
Cost
Balance at 31 March 2022
Additions
Balance at 31 March 2023
50
Investments
in associates
£’000
-
10,035
10,035
Net Book Value
At 31 March 2023
At 31 March 2022
Investments
in associates
£’000
10,035
-
In April 2022 the Company received regulatory approval from the FCA and completed the acquisition of a 21%
stake in LEBC Holdings Limited (“LEBC”). Consideration of £10 million has been agreed, with £6 million on initial
purchase and an additional £4 million due on the first anniversary.
12. Trade and Other Receivables
Current
Trade receivables
Other prepayments and accrued income
Other receivables
31 March
31 March
2023
£’000
2022
£’000
393
109
2,228
2,136
7,852
10,794
10,473
13,039
Included within other receivables is the sum of £49k (2022: £1.03 million) being the estimated amount
recoverable from insurers in connection with the Neil Bartlett provision detailed in Note 14. Included in other
prepayments and accrued income is accrued income at year end of £1,360,977 (2022: £1,637,583).
Included within other receivables due within one year is the sum of £4,056,333 (2022: £6,410,256) being the
amount due within one year as part of the consideration on the sale of Tavistock Wealth Limited. The remaining
consideration of £13.33 million has been discounted at a rate of 4% to reflect the time value of money.
Also, included within other receivables is the sum of £2.2 million (2022: £2.2 million) being the estimated amount
recoverable from insurers and £0.7 million being the estimated amount recoverable from advisers in connection
with the British Steel provision detailed in Note 14.
Non-current
Deferred consideration due
31 March
31 March
2023
£’000
2022
£’000
8,740
12,090
8,740
12,090
Included within deferred consideration due in more than one year is the sum of £8,739,583 (2022: £12,090,350)
being the amount due after one year as part of the consideration on the sale of Tavistock Wealth Limited.
51
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
13. Liabilities
14. Provisions (continued)
Current liabilities
Trade payables
Accruals
Commissions payable
VAT and social security liabilities
Other payables
Payments due regarding purchase of client lists
Deferred consideration owed
Leases
Non-current liabilities
Payments due regarding purchase of client lists
Leases
14. Provisions
Balance at 1 April 2022
Additions
Payments to settle claims
Provisions utilised
Balance at 31 March 2023
31 March
31 March
2023
£’000
2022
£’000
1,754
1,730
1,371
1,520
907
919
352
252
619
310
1,254
1,508
All steps are being taken by the Group to refute these approaches and to address them individually in an
appropriate manner. Having consulted with the Company’s legal advisers, the Directors consider it appropriate
that a provision of £132k is made at the year-end date (2022: £1.45 million). This provision is matched in part by the
provision referred to in Note 12, entitled Trade and Other Receivables.
Restructuring Provisions
The restructuring provisions are made up of three principal components.
Firstly, a provision of £113,673 to cover additional costs associated with the disposal of offices no longer being used
by the Company.
Secondly, a provision of £120,698 to cover anticipated costs associated with management restructure costs.
The third and largest provision relates to new costs arising as a consequence of past restructuring. A provision
of £1.6 million has been made to cover additional payments anticipated to arise over a number of future years to
4,000
-
meet potential claims arising from advice given by appointed representative firms whilst they operated under
469
483
the Company’s regulatory umbrella, prior to being exited from the Group.
10,726
6,722
The first layer of claims protection is provided by the Company’s captive insurance cell. The captive cell provides
31 March
31 March
2023
£’000
2022
£’000
923
1,298
999
732
1,922
2,030
Total
£'000
7,955
388
(150)
(2,189)
6,004
up to a maximum of £750k of protection in each financial year. Claims protection above this level is purchased
from the traditional insurance market. The Company is responsible for meeting all costs associated with the
operation of the captive cell. Thus, if the claims covered by the above provision were to arise over a number
of financial years, and in each year were to amount to £750k or less, the Company would be responsible for
providing the captive cell with the funds required to meet such claims.
British Steel Provision
A precautionary provision of £3.8 million (gross) has been made in compliance with the FCA guidelines that were
issued in anticipation of a mandatory, industry-wide, review of past British Steel Pension Fund transfer cases.
This provision is matched in part by the provision referred to in Note 12, entitled Trade and Other Receivables. The
unmatched element of £930k has been charged to the Statement of Comprehensive Income as an exceptional
cost in the prior year.
15. Deferred Tax
Balance at 1 April 2022
Adjustment in respect of previous period
Deferred tax credit in the year
Balance at 31 March 2023
Total
£'000
(262)
138
35
(89)
The Directors anticipate that the Deferred tax asset relating to losses brought forward will be realised within the
medium term.
There are three main provisions at the year-end date: the Bartlett provision, the Restructuring Reserve provisions
and the British Steel provision.
Bartlett provision
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.
52
53
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
15. Deferred Tax (continued)
The deferred tax provision comprises:
Deferred tax on intangibles
31 March
31 March
2023
£’000
2022
£’000
(89)
(262)
(89)
(262)
For taxation purposes, the parent company of the Group, Tavistock Investments Plc, has to date incurred losses
amounting to £10.75 million (31 March 2022 £9.28 million), no deferred tax asset in connection with these losses
has been recognised in the accounts.
16. Financial Risk Management
The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are
within the current assets and current liabilities shown on the face of the Statement of Financial Position and
comprise the following:
Credit risk
The Group is exposed to the usual credit risks associated with use of a mainstream bank headquartered in the
UK, NatWest Plc. However, the Board does not consider it to be necessary to carry a specific provision against
this risk.
16. Financial Risk Management (continued)
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
31 March
2023
£’000
2022
£’000
195
18
174
36
3
5
-
2
21
48
393
109
Liquidity risk rises from the Group’s management of working capital and the finance charges and repayments
of its liabilities.
The Group’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they
become due.
The Group has no 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
The Group is exposed to a credit risk associated with the deferred consideration due on the disposal of Tavistock
Wealth to Titan. However, the Board does not consider it necessary to carry a specific provision against this
risk as Ares, one of the largest debt providers to the UK financial services sector, is a Titan shareholder and is its
placed with a reputable bank.
Cash at bank and cash equivalents
principle financial backer.
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:
At the year end the Group had the following cash balances:
31 March
31 March
2023
£’000
2022
£’000
9,733
15,274
Deferred consideration due, accrued income and receivables
Trade receivables
Accrued income
Other receivables
31 March
31 March
2023
£’000
2022
£’000
Cash at bank comprises Sterling cash deposits held within a number of banks. There is no cash held on deposit in
393
109
special interest bearing accounts.
1,361
1,638
16,591
22,885
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.
Capital Disclosures and Risk Management
The Group’s management define capital as the Group’s equity share capital and reserves.
The Group has a requirement to maintain a minimal level of regulatory capital, which in practice means the FCA
requires the Group’s core tier one capital, which is composed primarily of retained earnings and shares, to exceed
the requirements as set out by the FCA. Compliance with minimum regulatory capital is assessed 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.
54
55
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
16. Financial Risk Management (continued)
16. Financial Risk Management (continued)
31 March
Due within
Due within
Interest Rate Risk
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
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
2023
£’000
1,754
1,371
907
352
619
2,177
1,467
8,647
1 year
£’000
1-5 years
£’000
1,754
-
1,371
907
352
619
1,254
468
6,725
-
-
-
-
923
999
1,922
31 March
Due within
Due within
2022
£’000
1,730
1,520
919
252
310
2,806
1,215
8,752
1 year
£’000
1-5 years
£’000
1,730
1,520
919
252
310
2,479
724
7,934
-
-
-
-
-
327
491
818
The Group’s objective when maintaining capital is to safeguard its ability to continue as a going concern, so that
in due course it can provide returns for shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to it in the light of changes in the business and
in economic conditions. In order to maintain or adjust the capital structure, the Group may from time to time
issue new shares, based on working capital and product development requirements and current and future
expectations of the Company’s share price.
The Group monitors both its operating and overall working capital with reference to key ratios such as gearing
and regulatory capital requirements.
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest
rates. The Group considers the interest rates available when deciding where to place cash balances. The Group
has no material exposure to interest rate risk.
17. Share Capital and Share Premium
Called up share capital
Allotted, called up and fully paid
556,857,576 Ordinary shares of 1 pence each
(2022: 557,677,576 shares of 1 pence each)
Capital Redemption Reserve
Share Premium
Capital Redemption Reserve
31 March
31 March
2023
£’000
2022
£’000
5,567
5,578
534
6,101
1,614
7,715
501
6,079
1,541
7,620
In August 2022, in accordance with a mandate given by shareholders, the Board arranged the buy-back of
3,000,000 of the Company’s ordinary shares of 1p each, representing 0.54% of the then issued share capital, at a
price of 9.35 pence per share. Later in the financial year, in November 2022, the Board arranged the buy-back of a
further 300,000 of the Company’s ordinary shares of 1p each, representing 0.05% of the then issued share capital,
at a price of 7 pence per share. These shares were subsequently cancelled, and the nominal value of the shares
has been transferred to the Capital Redemption Reserve.
The following describes the nature and purpose of each of the Company’s reserves:
Reserve
Share Capital
Share Premium
Description and purpose
Amount subscribed for share capital at nominal value.
Amount subscribed for share capital in excess of nominal value.
Retained Earnings
Cumulative net gains and losses recognised in the consolidated
statement of comprehensive income.
Capital Redemption Reserve
A statutory, non-distributable reserve into which amounts are
transferred following the purchase, and cancellation of the
company's own shares out of distributable profits.
56
57
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 March 2023
18. Share Based Payments
19. Leasing Commitments
During the year the Company issued options 8,100,000 (2022: 76,950,000) Ordinary shares.
The Group’s future minimum lease payments fall due as follows:
All options outstanding at the year-end date have been valued using the Black-Scholes pricing model. The
weighted average of the assumptions used in the model are:
31 March
31 March
2023
6.72p
7.67p
117%
2022
4.76p
5.24p
59%
Not later than 1 year
Later than 1 year and not later than 5 years
3.8 years
3.6 years
year and not later than 5 years.
3.4%
0.7%
The interest expense in relation to Right of Use leasing commitments due within 1 year is £38k, and £34k due
Included in the above is £452k of Right of Use leasing commitments due within 1 year, and £982k due later than 1
31 March
31 March
2023
£’000
468
999
2022
£’000
465
784
1,467
1,249
Share price at grant
Exercise price
Expected volatility
Expected life
Risk free rate
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.
later than 1 year and not later than 5 years.
20. Related Party Transactions
31 March 2023
31 March 2022
Weighted
average price
Weighted
average price
During the year ended 31 March 2022 the former subsidiary Tavistock Wealth Limited received fees of £1,549,955
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.
(pence)
Number
(pence)
Number
21. Post Balance Sheet Events
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Lapsed during the year
1.45
6.22
2.50
0.24
124,405,967
8,100,000
0.76
51,520,983
1.87
76,950,000
(2,480,000)
-
-
(8,901,400)
0.47
(4,065,016)
Outstanding at the end of the year
1.85
121,124,567
1.45
124,405,967
The average exercise price of the 81,445,067 options that had vested and were exercisable at year end was 5.25p
and their weighted contractual life was 4 years.
The weighted average fair value of each option granted during the current period was assessed as being 6.22p
and their weighted average contractual life was 10 years.
The range in exercise prices of share options outstanding at the end of the year is 2.35p to 7.75p (2022: 2.35p to
7.25p) and their weighted average contractual life was 3.8 years (2022: 3.6 years).
The vesting conditions in relation to management are disclosed in the Remuneration Report on pages 25.
In April 2023, the Company acquired the business of Precise Protect Limited, a profitable and fast-growing
protection business based in Bangor, Northern Ireland. This business is expected to contribute significantly to the
Company’s growth in the next financial year. The company has a network of over 200 advisers working with more
than 37,000 UK clients. In the year ended 31 October 2022, Precise Protect reported a profit before taxation of
£1.45 million on turnover of £6.5 million and net assets of £1.23 million.
58
59
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Company Statement of Financial Position
As at 31 March 2023
Company number: 05066489
Company Statement of Changes in Equity
For the year ended 31 March 2023
Assets
Non-current assets
Investments
Tangible fixed assets
Intangible assets
Trade and other receivables
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
31 March 2023
31 March 2022
Note
£’000
£’000
£’000
£’000
V
VI
VII
VIII
27,249
1,586
555
8,740
38,130
VIII
IX
10,875
3,038
14,943
7,884
13,913
52,043
X
(17,458)
(10,096)
16,008
1,355
74
12,090
29,527
22,827
52,354
Share
Capital
Share
Premium
Capital
Redemption
Reserve
Retained
Earnings
Total Equity
£’000
£’000
£’000
£’000
£’000
At 31 March 2021
6,079
1,541
-
(497)
7,123
Buy-back of shares
(501)
-
501
(2,607)
(2,607)
Equity settled share based payments
-
-
-
1,010
1,010
Dividend payment
Profit after tax
-
-
-
(304)
(304)
-
-
-
36,410
36,410
At 31 March 2022
5,578
1,541
501
34,012
41,632
Buy-back of shares
(33)
73
33
(303)
(230)
Equity settled share based payments
-
-
-
107
107
Share options exercised
22
-
-
-
22
Dividend payment
Dividend received
Loss after tax
-
-
-
(391)
(391)
-
-
-
373
373
-
-
-
(7,813)
(7,813)
At 31 March 2023
5,567
1,614
534
25,985
33,700
Creditors: amounts falling due after more than one year
XI
(885)
(626)
Total liabilities
Total net assets
Capital and reserves
Share Capital
Share Premium
Capital Redemption Reserve
Retained Earnings
Total equity
XII
(18,343)
(10,722)
33,700
41,632
5,567
1,614
534
25,985
5,578
1,541
501
34,012
33,700
41,632
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 £7,442,147 (2022: profit £36,410,000).
The financial statements were approved by the Board and authorised for issue on 19 September 2023.
Oliver Cooke
Chairman
60
61
TAVISTOCK INVESTMENTS PLCThe notes on pages 61 to 65 form part of the Company Financial Statements.The notes on pages 61 to 65 form part of the Company Financial Statements.TAVISTOCK INVESTMENTS PLC
Notes Forming Part of The Company Financial Statements
For the year ended 31 March 2023
Notes Forming Part of The Company Financial Statements (continued)
For the year ended 31 March 2023
I. Accounting Policies
III. Loss for The Financial Period (continued)
The principal accounting policies applied are summarised below.
All Group staff are employed by Tavistock Investments Plc and their costs are recharged to the relevant
Basis of Preparation
The Financial Statements have been prepared under the historical cost convention and in accordance with
Financial Reporting Standard 101 (FRS 101) Reduced Disclosure Framework, the Financial Reporting Standard
applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.
The preparation of Financial Statements in compliance with FRS 101 Reduced Disclosure Framework requires the
use of certain critical accounting estimates. It also requires management to exercise judgement in applying the
Company's accounting policies (see Note 2 in the Group Financial Statements).
Advantage has been taken by the Company of the exemptions provided by Section 5(c) of FRS 101 not to disclose
Group transactions in respect of wholly owned subsidiaries.
All accounting policies that are not unique to the Company are listed on pages 38 to 41. All additional accounting
policies have been applied as follows:
Going Concern
The Directors are of the opinion that the Company has sufficient working capital for the foreseeable future,
being at least twelve months from the date of approval of Financial Statements. On this basis, they consider it
appropriate that the accounts have been prepared on a going concern basis.
Valuation of Investments
Investments held as fixed assets are stated at cost less any provision for impairment in value.
II. Critical Accounting Estimates and Judgements
Impairment of Investments
The Company is required to test, when impairment indicators exist, whether the carrying value of its investment
in its subsidiaries has suffered any impairment.
In assessing the carrying value of investments the Directors have used 5-year forecasts and discounted the
subsidiaries. Details of the Company’s staff costs are shown in Note IV.
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
2023
£’000
2,348
289
163
2022
£’000
1,732
176
66
2,800
1,974
2023
2022
Number
Number
7
31
38
4
16
20
During the year the Company incurred an additional £8.6 million (2022: £8.31 million) of staff costs relating to 161
employees (2022: 144 employees) which were recharged to subsidiary companies within the Group.
V. Investments
anticipated future cashflows by entity over 5 years and then in perpetuity using a discount rate of 15%. In all
Subsidiary and Associate Undertakings
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 18.
III. Loss for The Financial Period
Cost
Balance at 1 April 2022
Additions
Release on disposal
Balance at 31 March 2023
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
Provisions for impairment
was £7,442,147 (2022: profit £36,410,000).
Included within this loss are provisions totalling of £Nil (2022: £3,050,000) to cover the anticipated one-off costs
relating to planned Group restructuring, and new costs incurred as a consequence of past restructuring, as
described in the Strategic Report on pages 9 to 11.
Balance at 1 April 2022
Impairment charge
Minority interest in associate
Balance at 31 March 2023
In July 2022, the Company disbursed an interim dividend of 0.07p per share, representing a notable 40% increase
compared to the dividend issued in October 2021. The Company is issuing a subsequent interim dividend of the
Carrying value of investments
same value, 0.07p.
62
31 March
31 March
2023
£’000
2022
£’000
20,667
14,485
(3,025)
31,127
4,659
-
219
4,878
23,292
350
(2,975)
20,667
5,309
(650)
-
4,659
27,249
16,008
63
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Notes Forming Part of The Company Financial Statements (continued)
For the year ended 31 March 2023
Notes Forming Part of The Company Financial Statements (continued)
For the year ended 31 March 2023
V. Investments (continued)
VI. Tangible Fixed Assets (continued)
At the year end the Company had the following wholly owned subsidiaries:
Included in ROU Leasehold property are assets acquired under lease agreements with a net book value of
£1,129,689 (2022: £861,000).
Included in Computer equipment are assets acquired under lease agreements with a net book value of Nil
(2022: £7,000).
Included in Office fixtures, fittings and equipment are assets acquired under lease agreements with a net book
Registered Office Address
Name
1 Queens Square, Lyndhurst Road,
Tavistock Private Client Limited
Ascot, Berkshire, SL5 9FE
Tavistock Partners Limited
Tavistock Partners (UK) Ltd
The Tavistock Partnership Limited
Tavistock Estate Planning Services Limited
Tavistock Chater Allan LLP
King Financial Planning LLP*
Tavistock Asset Management Limited
Tavistock Holdings Limited
Tavistock Services Limited
Asset Lab Limited **
Tavistock Select LLP**
Holding
Indirect
Direct
Direct
Direct
Direct
Indirect
Direct
Direct
Direct
Direct
Direct
Indirect
Duchy Independent Financial Advisers Limited**
Direct
Cornerstone Asset Holdings Limited**
Direct
*The Company owns 50% of King Financial Planning LLP.
**Dormant subsidiary during the year that is exempt from preparing individual accounts by virtue of s394A of
value of £20,350 (2022: £65,000).
VII. Intangible Assets
Software cost
Balance at 1 April 2022
Additions
Balance at 31 March 2023
Accumulated amortisation
Balance at 1 April 2022
Amortisation charge
Balance at 31 March 2023
Net book value
At 31 March 2023
Companies Act 2006.
VI. Tangible Fixed Assets
Cost
Balance at 1 April 2022
Additions
Disposals
Balance at 31 March 2023
Accumulated depreciation
Balance at 1 April 2022
Depreciation charge
Disposals
Balance at 31 March 2023
Net book value
At 31 March 2023
At 31 March 2022
*Right of use
64
*ROU
Leasehold
property
Computer
equipment
Office
fixtures,
fittings, and
equipment
Total
£’000
£’000
£’000
£’000
At 31 March 2022
1,391
757
(280)
1,868
531
399
(280)
650
1,218
860
404
16
(99)
321
116
28
(99)
45
276
288
534
25
(116)
443
327
140
(116)
351
92
207
2,329
798
(495)
2,632
974
567
(495)
1,046
1,586
1,355
VIII. Trade and Other Receivables
Current
Trade debtors
Prepayments and accrued income
Deferred consideration due
Amounts owed by subsidiary undertakings
Non-current
Deferred consideration due
Total
£’000
75
497
572
1
16
17
555
74
31 March
31 March
2023
£’000
32
237
7,159
3,447
10,875
2022
£’000
23
323
9,586
5,011
14,943
31 March
31 March
2023
£’000
8,740
8,740
2022
£’000
12,090
12,090
65
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
Advisers
Registrars
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
Nominated Adviser & Broker
Allenby Capital
Independent Auditors
5 St Helen’s Place
London
EC3A 6AB
RPG Crouch Chapman LLP
5th Floor, 14-16 Dowgate Hill
London
EC4R 2SU
Notes Forming Part of The Company Financial Statements (continued)
For the year ended 31 March 2023
IX. Cash and Cash Equivalents
Cash at bank and in hand
X. Creditors: Amounts falling due within one year
Trade creditors
Accruals
Other tax and social security
Leases
Provision
Deferred consideration owed
Amounts owed to subsidiary undertakings
XI. Creditors: Amounts falling due after one year
Leases
XII. Share Capital
31 March
31 March
2023
£’000
3,038
3,038
2022
£’000
7,884
7,884
31 March
31 March
2023
£’000
306
460
353
386
5,638
4,000
6,315
17,458
2022
£’000
434
768
252
381
6,664
-
1,597
10,096
31 March
31 March
2023
£’000
885
885
2022
£’000
626
626
Details of the Company’s share capital and the movements in the year can be found in Note 17 to the
Consolidated Financial Statements.
XIII. Share Options
EMI Share Option Scheme
Details of the share options outstanding at 31 March 2023 can be found in Note 18 in the Consolidated
Financial Statements.
66
67
TAVISTOCK INVESTMENTS PLCTAVISTOCK INVESTMENTS PLC
For more information about Tavistock Investments Plc or our investment products please write to the address below or email us at investments@tavistockinvestments.comTavistock Investments PLC 1 Queen’s Square, Lyndhurst Road Ascot, Berkshire, SL5 9FE United Kingdom 01753 867000Tavistock Investments PLC is registered in England and Wales with company number 05066489.Registered Office as above.