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TAVISTOCK INVESTMENTS PLC RESULTS FOR THE YEAR ENDED 31 MARCH 2018

27 JUNE 2018

Tavistock Investments Plc (“Tavistock” or “Company”) announces its financial results for the year ended 31 March 2018.

Financial highlights:

● 47% increase in total revenues to £28.8 million (2017: £19.5 million)● 132% increase in underlying EBITDA to £894,000 (2017: £384,000)● Maiden pre-tax profit of £221,000

Operational highlights:

● Continued growth in funds under management, for the 14th consecutive quarter○ 44% increase in discretionary FUM to £866 million (2017: £603 million)○ Tavistock Wealth achieved revenue of £3.6 million (2017: £1.6m million)

● Continued improvement of the profile and performance of the advisory business○ 41% increase in revenues generated by ongoing advisory business to £25.2 million (2017: £17.9 million)○ 23 firms outside of the Group’s ownership have now signed up to use Tavistock Wealth’s investment

services

● Product range enhancement○ The Company widened its product range through the launch of three new ACUMEN funds○ The Company introduced US Dollar and Euro denominated share classes to facilitate the introduction of

funds from overseas investors

● Disposal of network subsidiary Tavistock Financial Limited (“TFL”)○ Significantly reduced the Group’s regulatory capital obligation and added £1 million of cash○ The Company retained 58 advisers, transferred into The Tavistock Partnership prior to disposal

● Revenue reserve account○ The Company utilised £23 million of its share premium account to expunge the negative balance○ The Company created distributable reserves, a prerequisite for the future payment of dividends

Post-period highlights:

● Funds launch○ In May 2018, the company launched two new protected funds with capital guarantees provided to

investors by Morgan Stanley & Co, one of the world’s largest investment companies.

Brian Raven, Group Chief Executive, said: “We are continuing to deliver increases in funds under management and to develop our advisory business. The strong organic growth we have seen this year is recognition of the trust our clients, advisers and strategic partners are placing in our business. Our commitment to develop new products and services that respond to evolving investors’ needs, such as greater capital protection, will continue to be a key driver for the Group. I am very proud of what the team has achieved this year and confident in our future growth prospects.”

For further information:

Tavistock Investments plc Tel: 01753 867000

Oliver Cooke, Chairman

Brian Raven, Group Chief Executive

Arden Partners Plc Tel: 020 7614 5900

Paul Shackleton

Allenby Capital Limited Tel: 020 3328 5656

Nick Naylor

Nick Athanas

Vested EMEA Tel: 020 3890 8120

Elspeth Rothwell

Paul Andrieu

TAVISTOCK INVESTMENTS PLC

REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

Company Number: 05066489


REPORT AND FINANCIAL STATEMENTS


CONTENTS Page

Chairman's statement 2-5

Strategic report 6-7

Directors’ report 8 - 12

Remuneration report 13 - 14

Independent auditor’s report 15 - 17

Consolidated statement of comprehensive income 18

Consolidated statement of financial position 19

Consolidated statement of changes in equity 20

Consolidated statement of cash flows 21 - 22

Notes forming part of the consolidated financial statements 23 - 37

Company balance sheet 38

Company statement of changes in equity 39

Notes forming part of Company financial statements 40 - 44

Advisers 45


CHAIRMAN’S STATEMENT


The Group has made significant progress during the year in both its investment management and advisory businesses.

Investment Management

The provision of discretionary investment management services lies at the heart of the Group’s commercial activities. Funds under management (FUM) continued to grow rapidly and I am pleased to report an increase of £263 million (44%), from £603 million at the start of the financial year to £866 million at 31 March 2018. Indeed, FUM have now increased in each of the 14 consecutive quarters, since the Tavistock Wealth service was launched.

Tavistock Wealth achieved revenue of £3.6 million (prior year £1.6 million) and improved the average gross revenue generated on FUM by 14%, from 0.44% to 0.5% of FUM.

In June 2017, Tavistock Wealth launched three new ACUMEN funds; the ACUMEN Bond Portfolio, the ACUMEN Equity Portfolio and the ACUMEN Strategic Portfolio. Later in the year, it launched a range of US Dollar denominated and Euro denominated share classes to facilitate the introduction of funds from overseas investors.

The Group’s investment approach of managing globally diversified, multi-asset portfolios, with currency hedging protecting investors against excessive risk and unexpected adverse performance, has continued to work well. I am also delighted to advise that Tavistock Wealth was a finalist in the ‘Best Investment Fund Group’ category at the Money Market Awards 2018.

The Group continues to make significant investment in initiatives to increase the level of FUM as this is the key driver of its profitability. This may have an impact on its reported performance in the short-term. Twenty three firms outside of the Group’s ownership have now signed up to use Tavistock Wealth’s services and several affinity (joint marketing) relationships are being developed.

In May 2018, after the year end date, the Company launched two new funds; the ACUMEN Capital Protection Portfolio (“ACPP”) and the ACUMEN Income-Protection Portfolio (“AIPP”). These funds provide capital guarantees to investors, ensuring that the value of the ACPP can never fall below 90% of its highest ever price, and the AIPP (which takes slightly more risk) below 85%. The guarantees are provided by Morgan Stanley & Co, one of the world’s largest investment companies.

The willingness of world scale institutions, such as BlackRock and Morgan Stanley, to partner with the Group’s investment business is a significant endorsement of the skill and expertise within Tavistock Wealth.

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CHAIRMAN’S STATEMENT (continued)


Advisory

Gross revenues generated by the ongoing advisory business rose by 41% from £17.9 million to £25.2 million.

No further acquisitions have been made in the year and in August, the Company announced the disposal of a network subsidiary, Tavistock Financial Limited (“TFL”), to Sanlam UK for a cash consideration of £1 million. This transaction had the additional benefit of reducing the Group’s regulatory capital obligation, as on a stand-alone basis this business’ requirement would have been in excess of £500,000. During the period, this now discontinued operation had gross revenues of £7.7 million and a loss of £25,000.

TFL resulted from the acquisition of Standard Financial Group (“SFG”) in February 2015. Acquiring this business was a relatively inexpensive means of the Group attaining critical mass and establishing itself as a national operator, at an early stage in its development.

The Company invested a little under £1.2 million in acquiring and restructuring SFG, establishing TFL, transferring all staff and advisers to it and liquidating SFG. The Company subsequently recovered some £1.6 million from the TFL business.

In addition, prior to announcement of the disposal, 58 advisers had transferred out of TFL into another Group network, The Tavistock Partnership. These advisers are keen to develop a closer commercial relationship with the Company, including recommending the use of its centralised investment proposition to their clients when appropriate to do so.

Financial Performance

During the year, the Group’s ongoing businesses generated EBITDA of £894,000, before one-off re-organisation costs of £160,000, and it is reporting a maiden pre-tax profit of £221,000, on gross revenue of £28.8 million (year to 31 March 2017, EBITDA £384,000, pre-tax loss of £1.2 million, gross revenue £19.5 million). At the year end, the Group had net assets of £18.7 million (31 March 2017: £18.1 million) and having disposed of TFL for £1 million, settled over £2 million of deferred consideration obligations and repaid a £250,000 loan facility, it had cash resources of £3.1 million (31 March 2017: £4.5 million).

EBITDA is highlighted in the table below. This is considered to be the most appropriate measure of the Group’s performance as it removes the distorting effect of one-off gains and losses that arise on acquisitions, and the impact of non-cash items.

The financial performance of the Group’s ongoing business during the year can be summarised as follows:

6months ended

30 Sept 2017H1

£‘000

6 monthsended

31 Mar 2018H2

£‘000

Year ended31 Mar 2018

Full Year£‘000

Gross Revenues 12,361 16,451 28,812Underlying EBITDA 297 597 894Reorganisation costs 160 - 160Reported EBITDA 137 597 734Depreciation & amortisation (484) (487) (971)Share based payments (134) (1) (135)Gain on disposals and exceptional costs 471 390 861Profit from Operations (10) 499 489

3




The financial performance of the Group’s ongoing business during the past two years can be summarised as follows:


£‘000


£‘000

Movement

Gross Revenues 19,539 28,812 47% increaseUnderlying EBITDA 384 894 132% increaseReorganisation costs - 160Reported EBITDA 384 734 91% increaseDepreciation & amortisation (774) ( 971) 25% increaseShare based payments (306) (135) 56% decreaseExceptional (costs)/ income (308) 861Profit / (Loss) from Operations (1,004) 489Earnings / (Loss) per share (0.13)p 0.05pNet assets at year end 18,181 18,690 3% increaseCash Resources at year end 4,558 3,111 32% decrease

Group Matters

In February 2018, with the approval of shareholders and the consent of the Courts, the Company utilised £23 million of its share premium account to expunge the negative balance on its revenue reserve account. This created distributable reserves which are a prerequisite for the future payment of dividends, as and when Directors consider it prudent to do so.

Future Prospects

The Group has now made the breakthrough of reporting a pre-tax profit and its future prospects are excellent.

The table above and the two graphs below illustrate the considerable strides that the Company has made over the past few years.

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The Group benefits from a high degree of earnings visibility and based upon the anticipated revenue to be generated on existing FUM from the start of the current year, and upon the Group’s current cost base, it would be reasonable to anticipate that the Company will report significantly improved performance for the current financial year.

Whilst there can be no certainty as to the level, or timing, of future fund inflows, any continued growth in the level of FUM will further enhance those results.

Initial reaction to the newly introduced capital protection products has been positive and once these funds are available to investors on more platforms, we expect demand to grow rapidly.

The payment of an initial dividend and the subsequent management of a dividend stream for the benefit of shareholders remains one of the Board’s prime objectives. It is currently anticipated that the first opportunity for the payment of a dividend will be in the second half of the current financial year.

I would like to take the opportunity to acknowledge the significant contribution made by our excellent staff and to thank them, and in particular the management team, for their hard work and dedication over the past year.

I look forward to updating you further.

Oliver CookeChairman26 June 2018

5


STRATEGIC REPORT


BUSINESS REVIEW

As has been stated in the Chairman’s Statement, the provision of investment management services on a discretionary basis lies at the heart of the Group’s commercial activities and the Company’s prime objective is to continue to grow the level of funds under management. Another important strategic objective is the continued improvement of the profile and the performance of the Group’s advisory business, ensuring that regulatory risk is minimised as far as possible and that it is appropriately matched to potential commercial reward.

The performance of the investment management business was enhanced through the achievement of strong organic growth in the level of FUM. The business also widened its product range through the launch of three new ACUMEN funds and the introduction of new US Dollar and Euro denominated share classes. After the year end date, the Company launched a new range of capital protected products with daily liquidity, and with capital guarantees being provided by one of the World’s largest investment companies, Morgan Stanley. It also continued to encourage advisory firms outside of the ownership of the Group to make use of the Group’s investment management services.

The profile of the Group’s advisory business was improved by disposing of a traditional network operation that no longer fitted with the Group’s strategy, Tavistock Financial Limited, to Sanlam UK Limited for £1,000,000. Ahead of the disposal, 58 members who are keen to develop a closer working relationship with the Group had transferred into another network business, The Tavistock Partnership Limited. The transaction strengthened the Group’s cash resources and simultaneously reduced its regulatory capital obligations.

The performance of the Group’s ongoing advisory business improved significantly during the year with gross revenues rising by 41%, from £17.9 million in the previous year, to £25.2 million.

In addition, the Board continued to take steps to invest in future growth. The Chairman’s Statement contains further details on the progress and performance of the Group.

In the current financial year, the Board’s focus will be on the following areas:

continuing the growth in FUM, launching new funds where appropriate to meet perceived market needs improving access to the Group’s products and services the development of affinity relationships with strategic partners encouraging the use of the Group’s investment management services by advice firms outside of the Group’s

ownership, developing an overseas operation, refining the profile of the advisory business continuing organic growth through the recruitment of additional advisers, and potentially, through further selective acquisitions.

Risks and Uncertainties:

The principal commercial risks facing the business relate to the continued growth in the level of FUM and continued recruitment of advisors.

There can be no certainty that the rapid pace at which FUM have grown historically will continue into the future or that the business will continue to attract new advisers at the same pace. However, the newly introduced capital protected products have been well received thus far and a number of other initiatives targeting the introduction of additional funds are being pursued. The Board remains confident that good progress will continue.

6


STRATEGIC REPORT (continued)


The nature of the final BREXIT arrangements and the consequential economic impact remain unknown and the gradual decline in the level of quantitative easing in international financial markets is causing interest rates to begin a gradual rise. During this period of transition, the Group’s investment approach, of hedging against currency exposures and targeting globally diversified multi-asset portfolios, should continue to serve the investor well.

The Group continues to face the usual risks of operating within a regulated environment, but to mitigate these risks the Board actively promotes an ethos of acting at all times with honour, dependability and vigilance, and a culture in which the client is placed at the centre of everything that the Company does.

The Board considers that the Group has sufficient working capital for its current needs.

Future Prospects:

The Group has reported a profit at the pre-tax level for the first time and its future prospects are considered to be excellent.

The Group benefits from a high degree of earnings visibility and the level of funds under management at the start of the current fiscal year and the management team’s track record for attracting additional funds, leads the Board to anticipate the reporting of improved performance over the coming year.

I look forward to updating you on our progress.

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

Oliver Cooke

Chairman

26 June 2018

7


DIRECTORS’ REPORT


The Directors are pleased to present their report on the audited financial statements of the Group for the year ended 31 March 2018.

Principal Activities, Review of the Business and Future Developments

The principal activities of the Group during the period were the provision of investment management services and the provision of support services to a network of financial advisers. The key performance indicators recognised by management are operating profit, as represented by underlying EBITDA, and the level of funds under management by the Group.

An overall review of the Group's trading performance and future prospects is given in the Chairman's Statement and the Strategic Report. The Group is not materially impacted by environmental matters and as a consequence does not offer comment on them.

Substantial shareholdings

The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 26 June 2018:

Name Number of shares % of Ordinary shares Brian Raven 63,855,712 11.89% Andrew Staley 52,294,667 9.73% City Financial Christopher Peel

48,333,33329,618,627

9.00%5.51%

Kevin Mee 27,066,666 5.04% Paul Millott 27,000,000 5.03% Malcolm Harper Oliver Cooke

26,400,00026,188,556

4.91%4.88%

DirectorsThe Directors of the Company during the period were:

Executives:Oliver Cooke Brian Raven

Non - Executives:Roderic RennisonPhilip Young (resigned 31 July 2017)Peter Dornan (appointed 22 August 2017)

Oliver CookeChairman, aged 63

Oliver has over 35 years of financial and business development experience gained in a range of quoted and private companies including over fifteen years’ experience as a public company director. He has considerable experience in the fields of strategic transformation, acquisitions, disposals and fundraisings. Oliver is a Chartered Accountant and a Fellow of the Chartered Association of Certified Accountants.

Brian RavenGroup Chief Executive, aged 62

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

8

principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.TAVISTOCK INVESTMENTS PLC

DIRECTORS’ REPORT (continued)


Roderic RennisonNon-Executive Director, Chairman of Remuneration Committee, aged 63

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

Peter DornanNon-Executive Director, Chairman of Audit Committee, aged 62

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.

Corporate Governance

The Board confirms that the Group has had regard, throughout the accounting period, to the provisions set out in the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. Whilst not required to do so the Directors, as a matter of best practice, have voluntarily endeavoured to comply with those of the provisions which they consider to be relevant to a company of this size.

The Board does not consider the Group to be sufficiently large to warrant the establishment of a dedicated internal audit function.

Diversity

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

The Board of Directors

The Board currently comprises two executive Directors and two non-executive Directors.

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 judgment to issues brought before the Board.

The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. Directors may take independent professional advice at the Company’s expense.

9




The Audit Committee

The Audit Committee is comprised of the Chairman, who is a Chartered Accountant and has been a partner in a public practice, and the independent non-executive Directors. It determines the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.

During the year under review the Audit Committee met twice.

The Nomination Committee

The Directors do not consider it necessary for a company of this size to have a separate Nomination Committee.

Communication with shareholders

The Chairman and the Chief Executive are available to meet with institutional shareholders and to answer questions from private shareholders. The Board is open to receiving constructive input from shareholders. Each shareholder receives the annual report, which contains the Chairman's Statement. The annual and interim reports, together with other corporate press releases are made available on the Company’s website www.tavistockinvestments.com. The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice convening the meeting is issued with 21 clear days’ notice. Separate resolutions are proposed on each substantially separate issue.

Going concern

The Directors confirm that they are satisfied the Group has adequate resources to continue its business for the foreseeable future and on this basis, they continue to adopt the going concern basis in preparing the accounts.

Financial instruments

Details of the use of financial instruments by the Group are contained in Note 14 of the financial statements.

Share capital

Changes to share capital during the period are given in Note 15 to the accounts.

Charitable and Political Donations

The Group did not make any political donations in the period but made charitable donations totalling £9,975 (2017: £13,843).

Dividends

The Directors do not propose a final dividend (2017: £Nil)

Auditors

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

Supplier payment policy

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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 condition of the contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2018 represented 27 days’ purchases (2017: 14 days).



FOR THE YEAR PERIOD ENDED 31 MARCH 2018

Internal control

The Directors are aware of the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. The key elements of the systems, which have regard to the size of the Group, are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that regular management accounts are presented to the Board to enable the financial performance of the Group to be analysed.

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

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

select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting Estimates and Errors and then apply them consistently;

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements, and make judgments and estimates that are reasonable and prudent.

Directors’ responsibilities

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

Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice United Kingdom Accounting Standards and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.

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

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

select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the

European Union; for the parent company financial statements, state whether applicable UK Accounting Standards 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.

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Directors’ responsibilities (continued)

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group 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 Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

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

Directors’ interests

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

Ordinary shares of 1p each31 March 2018 31 March 2017

Share options Shares Share options SharesExecutive Directors:Oliver Cooke 11,600,000 26,188,556 1,600,000 25,388,556Brian Raven 11,600,000 63,855,712 1,600,000 62,319,379

Non-executives Directors:

Roderic RennisonPeter Dornan

--

250,000-

--

250,000-

Phillip Young - - - 500,000

Research and Development

The Group is continuing to develop a software system for use by its advisers but has not undertaken any other any research and development activities

Directors’ statement as to disclosure of information to auditors

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

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

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

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Oliver CookeChairman

26 June 2018

13


REMUNERATION REPORT


Compliance

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

The Remuneration Committee

The Remuneration Committee comprises the non-executive Directors. Mindful of the need to attract, retain and reward key staff, the Committee reviews the scale and structure of the executive Directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements.

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

During the year under review, the Remuneration Committee met twice, and all members attended.

Share options

The share options granted to the Directors under the Company’s EMI (Enterprise Management Incentive) Share Option Scheme or as unapproved options can be summarised as follows.

Number at start of period

Issued in the period

EMI / Unapproved

Exercise price(pence)

Number at end of period

VestingCondition

Date fromwhich exercisable

Expirydate

Executive DirectorsOliver Cooke 800,000 - EMI 5.25 800,000 Oct 2017 Oct 2024Oliver Cooke 800,000 - EMI 5.25 800,000 Oct 2019 Oct 2024Oliver Cooke 5,000,000 EMI 5.25 5,000,00

0£5 mill pre-tax Apr 2017 Apr 2027

Oliver Cooke 5,000,000 Unapproved 5.25 5,000,000

£1.5Bn FUM Apr 2017 Apr 2027

Brian Raven 800,000 - EMI 5.25 800,000 Oct 2017 Oct 2024Brian Raven 800,000 - EMI 5.25 800,000 Oct 2019 Oct 2024Brian Raven 5,000,000 EMI 5.25 5,000,00

0£5 mill pre-tax Apr 2017 Apr 2027

Brian Raven 5,000,000 Unapproved 5.25 5,000,000

£1.5Bn FUM Apr 2017 Apr 2027

The market price of the shares at 31 March 2018 was 3.06 pence (2017: 2.625 pence) and the range during the financial period was 2.625 pence to 4.00 pence.

After the balance sheet date, on 1 April 2018, the Company announced that it had inter alia, granted unapproved options over an additional two tranches of 7,500,000 shares each, total 15,000,000 shares, to Oliver Cooke and over an additional two tranches of 10,000,000 shares each, total 20,000,000 shares, to Brian Raven. In each case, the exercise price of the first tranche was 6p per share, representing a premium of 97% over the then market price with vesting being conditional upon the Company’s achievement of £1.8 billion of FUM. The exercise price of the second tranche was 6.5p per share, representing a premium of 113% over the then market price with vesting being conditional upon the Company’s achievement of £7 million of pre-tax profit in a single financial year.

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REMUNERATION REPORT (continued)


Service contracts

The term of the Directors’ service contracts can be summarised as follows:

Executive Directors Commencement date Term

Oliver Cooke 3 May 2013 Fixed to 31 March 2020, terminable thereafter on twelve months’ notice

Brian Raven 12 May 2014 Fixed to 31 March 2020, terminable thereafter on twelve months’ notice

Non-executive Directors

Roderic Rennison 12 May 2014 Initial term 2 years, terminable at any time on three months’ notice

Peter Dornan 22 August 2017 Initial term 2 years, terminable at any time on three months’ notice

Directors' remuneration

Details of each Director’s remuneration are provided in Note 5 to the financial statements entitled Staff Costs.

On behalf of the Board


26 June 2018

15


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


OpinionWe have audited the financial statements of Tavistock Investments Plc (the ‘parent company’) and its subsidiaries (together the ‘Group’) for the year ended 31 March 2018 which comprise Consolidated Statement of Comprehensive Income, Consolidated and Company Statements of Financial Position, Consolidated Statement of Cash Flows, Company and Consolidated Statements of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, UK Generally Accepted Accounting Principles (“UK GAAP”) including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the provisions of the Companies Act 2006.

In our opinion, the financial statements:

• give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 March 2018 and of the group’s profit for the year then ended;• have been properly prepared in accordance with IFRSs as adopted by the European Union in the case of the Group financial statements and UK GAAP including Financial Reporting Standard 102 in the case of the Company financial statements; and• have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concernWe have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, 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. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of deferred considerationThe Group has significant deferred consideration liabilities recognised in its Statement of Financial Position arising from acquisitions of subsidiary entities in prior financial periods. There is a risk that variations to arrangements or performance may result in the liabilities being materially misstated.

Our audit work included but was not restricted to a review of payments made during the year, together with a review of management’s assessment of amounts payable as at 31 March 2018 in conjunction with supporting audit evidence.

Valuation of intangible assets

16

The Group has significant intangible assets that have arisen as a result of the acquisition of subsidiary entities in prior financial periods. These assets include goodwill arising on consolidation and intangible assets recognised at fair value on acquisition. There is a risk that on consolidation, the valuation of intangible assets including goodwill are overstated.TAVISTOCK INVESTMENTS PLC



Our audit work included but was not restricted to a consideration of impairment reviews prepared by management and scrutiny of associated calculations and forecasts used in determining expected future results. Our review was performed using recent financial performance and our understanding of the Group’s business model.

FCA regulationsA number of the Group’s subsidiaries are regulated by the Financial Conduct Authority (“the FCA”) and there is a risk that instances of non-compliance may result in the Group’s inability to continue as a going concern.

Our audit work included but was not restricted to a review of correspondence and regulatory filings with the FCA to consider whether any indications of non-compliance or disciplinary action existed.

Our application of materialityThe scope and focus of our audit was influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.

Materiality for the Group Financial Statements as a whole was set at £300,000, determined with reference to the turnover of the Group on a consolidated basis. We report to the Audit Committee any corrected or uncorrected misstatements arising exceeding £15,000.

Performance materiality was set at £225,000, being 75% of materiality.

An overview of the scope of our auditOur audit scope included all components and was performed to component materiality. Our audit work therefore covered 100% of group revenue, group profit and total group assets and liabilities. It was performed to the materiality levels set out above.

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

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

Opinions on other matters prescribed by the Companies Act 2006In our opinion, based on the work undertaken in the course of the audit:• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exceptionIn the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

17




We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or• the parent company financial statements are not in agreement with the accounting records and returns; or• certain disclosures of directors’ remuneration specified by law are not made; or• we have not received all the information and explanations we require for our audit.

Responsibilities of directorsAs explained more fully in the directors’ responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Use of our report

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

Simon Wilks (Senior Statutory Auditor) 10 Queen Street PlaceFor and on behalf of haysmacintyre, Statutory Auditors London 26 June 2018 EC4R 1AG

18

http://www.frc.org.uk/auditorsresponsibilities


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


Year ended Year ended31 March 31 March

2018 2017Note £’000 £’000

Revenue – continuing operations 3 28,812 19,539

Cost of sales – continuing operations (18,332) (13,502)------------ ------------

Gross profit 10,480 6,037

Administrative expenses– continuing operations (9,991) (7,041)-------------- --------------

Profit/(Loss) from Operations 4 489 (1,004)

Memorandum:Adjusted EBITDA

734 384

Depreciation & amortisation (971) (774)Gain on disposals 905 41Share based payments (135) (306)Acquisition related costs and exceptional items (44) (349)

-------------- --------------Profit/(Loss) from Operations 489 (1,004)

Finance costs (268) (203)------------ ------------

Profit/(Loss) before taxation and attributable to equity holders of the parent 221 (1,207)

Taxation 6 29 552------------ ------------

Profit/(Loss) from continuing operations

Discontinued operations (net of tax)

Profit/(Loss) after taxation and attributable to equity holders of the parent and total comprehensive income for the period

250

25------------

275

(655)

79------------

(576)====== ======

Earnings/(Loss) per share (continuing operations)Basic and diluted 7 0.05p (0.13)p

====== =======

The notes on pages 23 - 37 form part of the group financial statements.

19


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2018

31 March 2018 31 March 2017£’000 £’000 £’000 £’000

ASSETSNon-current assetsProperty, plant and equipment 8 490 381Intangible assets 9 19,136 19,954

----------------- -----------------Total non-current assets 19,626 20,335

Current assetsTrade and other receivables 10 3,334 2,149Cash and cash equivalents 3,111 4,558

----------------- -----------------Total current assets 6,445 6,707

----------------- -----------------Total assets 26,071 27,042

LIABILITIES

Current liabilities 11 (4,703) (5,319)

Non-current liabilitiesOther payables 11 - (1,100)Loans 11 (2,233) (2,000)Provisions 12 (40) (46)Deferred taxation 13 (405) (396)

------------------ ------------------Total liabilities (7,381) (8,861)

------------------ ------------------Total net assets 18,690 18,181

========= =========Capital and reserves attributable to ownersof the parentShare capital 15 12,720 12,685Share premium 4,882 27,818Retained earnings/(deficit) 1,088 (22,322)

------------------ ------------------Total equity 18,690 18,181

========= =========

The financial statements were approved by the Board and authorised for issue on 26 June 2018.


The notes on pages 23 – 37 form part of the group financial statements.

20


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


Share capital

Share premium

Retained (deficit)/ earnings Total equity

£’000 £’000 £’000 £’000

31 March 2016 10,262 20,688 (22,052) 8,898-------------- -------------- -------------- --------------

Issue of shares 2,423 7,130 - 9,553

Loss after tax and total comprehensive income - - (576) (576)

Equity settled share based payments - - 306 306-------------- -------------- -------------- --------------

31 March 2017 12,685 27,818 (22,322) 18,181-------------- -------------- -------------- --------------

Issue of shares (net) 35 64 - 99

Profit after tax and total comprehensive income - - 275 275

Equity settled share based payments - - 135 135

Reduction of share premium - (23,000) 23,000 --------------- -------------- -------------- --------------

31 March 2018 12,720 4,882 1,088 18,690-------------- -------------- -------------- --------------

On 27 February 2018, the Group reduced its share premium account by £23m by special resolution, resulting in a corresponding transfer of this balance to retained earnings.

21

The notes on pages 23 - 37 form part of the group financial statements.

22


CONSOLIDATED STATEMENT OF CASH FLOWS


Year ended 31 March 2018

Year ended 31 March 2017

£’000 £’000 £’000 £’000

Cash flows from operating activitiesProfit/(Loss) before tax

Adjustments for:

246 (1,128)

Share based payments 135 306Depreciation on property plant and equipment 147 93Amortisation of intangible assets 824 681Gain on disposal of subsidiary (905) -Net Finance costs 268 204

----------------- -----------------Cash flows from operating activities before changesin working capital 715 156

(Increase)/Decrease in trade and other receivables (1,245) 2,068Increase/(Decrease) in trade and other payables 713 (2,556)Corporation tax paid (46) (161)

----------------- -----------------Cash generated/used in operations 137 (493)

Investing activitiesFinance income - 1Development of intangible assets - (199)Purchase of property, plant and equipment (291) (180)Proceeds on disposals 965 50Cash on acquisition - 2,009Cash on disposal (164)Acquisition of subsidiaries (2,002) (4,839)

----------------- -----------------Net cash absorbed from investing activities (1,492) (3,158)

Financing activitiesFinance costs (276) (205)New loans and finance leases 334 2,000Loan Repayments (250)Issue of new share capital (net of costs) 100 3,029

----------------- -----------------Net cash from financing activities (92) 4,824

----------------- -----------------Net (decrease)/increase in cash and cash equivalents (1,447) 1,173

Cash and cash equivalents at beginning of the period 4,558 3,385------------------ ------------------

Cash and cash equivalents at end of the period 3,111 4,558========= =========

23


CONSOLIDATED STATEMENT OF CASH FLOWS (continued)


Reconciliation of net cashflow to movement in net debt: Year ended Year ended 31 March 2018 31 March 2017

£000 £000

Net (decrease)/increase in cash and cash equivalents (1,447) 1,173

New loans and finance leases (334) (2,000)Repayment of loans 250 -

----------------- -----------------Movement in net debt in the year (1,531) (827)

Net debt at 1 April 2,308 3,135 ----------------- ------------------

Net Debt at 31 March 777 2,308 ========= =========

The notes on pages 23 – 37 form part of the group financial statements.

24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1. ACCOUNTING POLICIES

Principal accounting policiesThe Company is a public company incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparationThe financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”) and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.

Changes in accounting policiesAmendments to IFRS 2 Share-Based Payment (effective for accounting years beginning on or after 1 January 2018),IFRS 15 Revenue from Contracts with Customers (effective for accounting years beginning on or after 1 January 2018) and IFRS 16 Leases (effective for accounting years beginning on or after 1 January 2019). The implementation of these standards is not expected to have any material effect on the Group’s financial statements, with the exception of IFRS 16. Specifically, the Group has assessed the impact of implementing IFRS 15 and the impact on the financial statements for the current or prior years is £nil. The impact that the implementation IFRS 16 will have on the financial statements is currently being assessed.

Basis of ConsolidationThe Group comprises a holding company and a number of individual subsidiaries and all of these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

Revenue recognitionRevenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. All such revenue is reported net of discounts and Value Added Tax. Revenue represents either gross Independent Financial Adviser (“IFA”) income or investment management fees receivable in respect of the period. This revenue is recognised as and when it is earned and is calculated on a monthly basis.

Intangible assetsIntangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of Goodwill is not being amortised but is subject to an annual impairment review.

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

Internally generated intangible assetsInternally generated assets are capitalised when the technical feasibility of completing the asset so that it will be available for use is confirmed, there is a demonstrable ability to use the asset and probable future economic benefits will flow from it. Internally generated intangible assets are measured at cost and amortised over a useful life of 5 years.

25


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)


1. ACCOUNTING POLICIES (continued)

Financial assetsLoans 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 rate method.

Cash and cash equivalents: These include cash in hand and deposits held at call with UK banks.

Financial liabilitiesOther financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

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

Fair value is calculated using the Black-Scholes model, details of which are given in Note 16.

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

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

Computer equipment - 3 – 4 years straight lineOffice fixtures, fittings & equipment - 4 – 7 years straight line

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

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment 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.

26




1. ACCOUNTING POLICIES (continued)

Taxation and deferred taxationCorporation tax payable is provided on taxable profits at prevailing rates.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on: the initial recognition of goodwill; and the initial recognition of an asset or liability in a transaction which is not a business combination and at the

time of the transaction affects neither accounting nor taxable profit.

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

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

the same taxable Group company; or different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to

realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

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

Impairment of goodwill and intangible assetsThe 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 determined based on value in use calculations. The Group has not impaired any goodwill or intangible assets during the year (2017: £Nil).

27




3. SEGMENTAL INFORMATION

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


AdvisorySupport 2018


AdvisorySupport 2017

£'000 £'000 £'000 £'000 £'000 £'000REVENUEFees and Commissions 3,635 25,177 28,812 1,660 17,879 19,539

Cost of Sales (304) (18,028) (18,332) (278) (13,224) (13,502)

Administrative Expenses (1,492) (5,978) (7,470) (909) (3,329) (4,238)

Group costs (2,521) (2,803)------------- -------------

Profit/(Loss) from operations 489 (1,004)

====== ======

The segmental analysis above reflects the parameters applied by the Board when considering the Group’s monthly management accounts. The Directors do not consider a division of the balance sheet to be appropriate or useful for the purposes of understanding the financial performance and position of the Group.

During the period under review the Group’s revenue was generated exclusively within the UK.

4. LOSS FROM OPERATIONS2018 2017£’000 £’000

This is arrived at after charging:

Staff costs (see note 5) 6,524 4,164Depreciation 147 93Amortisation of intangible fixed assets 824 681Operating lease expense – property 358 254

Auditors' remuneration in respect of the Company 9 8Audit of the Group and subsidiary undertakings 51 62Auditors' remuneration – non-audit services –interim 2 2Auditors' remuneration – non-audit services –taxation 12 13

------------- ------------- 74 85

====== ======

28




5. STAFF COSTS2018 2017£’000 £’000

Staff costs for all employees, including Directors consist of:Wages, fees and salaries 5,511 3,358Social security costs 645 356Pensions 233 144

----------- -----------6,389 3,858

Share based payment charge 135 306----------- -----------6,524 4,164===== =====

2018 2017The average number of employees of the group during the year Number Numberwas as follows:Directors and key management 8 7Operations and administration 125 89

----------- -----------133 96

====== ======

The remuneration of the highest paid director was £230,310 (2017: £192,391). The total remuneration of key management personnel was £1,284,693 (2017: £933,259).

Directors’ Detailed Emoluments

Details of individual Directors’ emoluments for the year are as follows:

Salary & fees

Benefits in kind &

allowances

Pension contributions

Total2018

Total2017

£ £ £ £ £

O Cooke 160,000 28,185 24,000 212,185 179,788B Raven 175,000 29,060 26,250 230,310 192,391P Dornan* 14,583 - - 14,583 -R Rennison* 25,000 - - 25,000 25,000P Young* 10,417 - - 10,417 25,000

---------------- ---------------- -------------- ---------------- ----------------385,000 57,245 50,250 492,495 422,179

======== ======= ======= ======= =======

* Denotes non-executive Director

All pension contributions represent payments into defined contribution schemes.

29




6. TAXATION ON LOSS FROM ORDINARY ACTIVITIES2018 2017£’000 £’000

Current tax credit (6) (19)Deferred tax credit (23) (509)

------------ ------------Tax credit for the year (29) (528)

====== ======

The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to loss before tax.

2018 2017£’000 £’000

Profit/(loss) on ordinary activities before tax - continuing Operations 221 (1,207)Profit on ordinary activities before tax - discontinued Operations 25 103

------------ ------------Total Profit/(loss) on ordinary activities before tax 246 (1,104)

====== ======Profit/(loss) on ordinary activities at the standard rate of corporation tax in the UK of 19% (2017: 20%) 47 (221)

Effects of:Unutilised losses - 100Expenses not deductible for tax purposes 56 107Other timing differences - (456)Differences between capital allowances and depreciation (46) 10Adjustments to prior periods (6) -Non-taxable income (399) (27)Adjust closing deferred tax to average rate of tax (5) (41)Deferred tax not recognised 324 -

----------- -----------Tax credit for the year (29) (528)

====== ======

30




7. EARNINGS PER SHARE2018 2017£’000 £’000

Earnings/(Loss) per share has been calculated using the following:Earnings/(Loss) (£’000) 275 (576)Weighted average number of shares (‘000s) 536,951 418,662

-------------- --------------Basic profit/(loss) per ordinary share 0.05p (0.13)p

======= =======

Earnings/(Loss) per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. The exercise price of the outstanding share options is significantly more than the average and closing share. Therefore, as per IAS33 the potential ordinary shares are disregarded in the calculation of diluted EPS.

8. TANGIBLE FIXED ASSETS

Motor ComputerOffice fixtures

fittings andVehicles equipment equipment Total

£’000 £’000 £’000 £’000CostBalance at 1 April 2017 28 299 584 911Additions - 148 141 289Disposals - (160) (127) (287)

--------- --------- -------------- ---------------Balance at 31 March 2018 28 287 598 913

--------- --------- -------------- ---------------Accumulated depreciationBalance at 1 April 2017 15 207 308 530Depreciation charge 4 50 93 147Disposals - (141) (113) (254)

--------- --------- -------------- ---------------Balance at 31 March 2018 19 116 288 423

--------- --------- -------------- ---------------Net Book ValueAt 31 March 2018 9 171 310 490

===== ===== ===== =====At 31 March 2017 13 92 276 381

===== ===== ===== ======

31




9. INTANGIBLE ASSETS Customer Regulatory Goodwill Other & Adviser Approvals Arising on Intangible

Relationships & Systems Consolidation Assets Total£’000 £’000 £’000 £’000 £’000

CostBalance at 1 April 2017 5,415 1,815 14,751 474 22,455Additions - - - 6 6

------------- ------------- ------------- ------------ ---------------Balance at 31 March 2018 5,415 1,815 14,751 480 22,461

------------- ------------- ------------ ------------ ---------------Accumulated amortisationBalance at 1 April 2017 1,730 566 205 - 2,501Amortisation 491 222 - 111 824

------------ ----------- ----------- ------------ ---------------Balance at 31 March 2018 2,221 788 205 111 3,325

----------- ------------ ------------ ------------ ---------------Net Book ValueAt 31 March 2018 3,194 1,027 14,546 369 19,136

====== ====== ====== ====== =======At 31 March 2017 3,685 1,249 14,546 474 19,954

====== ====== ====== ====== =======

Customer and Adviser Relationships relate to identifiable relationships between acquired companies, their adviser network and the associated client bases.

Regulatory Approvals and Systems relate to the estimated costs incurred by acquired companies in obtaining authorisations to carry on their relevant business and in putting in place the appropriate staffing and information structures.

Amortisation is charged over a period between 5 and 10 years.

GOODWILL AND IMPAIRMENT

The carrying value of goodwill in respect of each cash generating unit is as follows:

31 March 2018

31 March 2017

£’000 £’000

Financial Advisory business 12,631 12,631Investment Management business 1,915 1,915

------------- -------------14,546 14,546 ====== =======

In assessing the carrying value of goodwill the Directors have given consideration to the anticipated performance of each of these cash generating units as part of a value in use calculation. This consideration included reference to a generally accepted future medium term (five year) growth rate of 10%, followed by a long-term rate of 3%. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions would not result in an impairment of the present carrying value of the goodwill.

32




10. TRADE AND OTHER RECEIVABLES 31 March 2018 31 March 2017£’000 £’000

Trade receivables 2,018 748Prepayments and accrued income 1,180 942Other receivables 136 459

------------- -------------3,334 2,149

====== ======

11. LIABILITIES 31 March 2018 31 March 2017£’000 £’000

Current liabilitiesTrade payables 2,101 1,095VAT and social security liabilities 222 250Accruals 829 803Deferred consideration on acquisitions 1,100 2,002Other payables 350 870Corporation tax payable - 49Loans and finance leases 101 250

------------- -------------4,703 5,319

====== ======Non-current liabilitiesLoans and finance leasesDeferred consideration

2,233-

2,0001,100

----------- ------------ 2,233 3,100 ====== ======

In 2016 the Company entered into a three-year, £2 million debt facility with Assetz SME Capital Ltd which is secured by a charge in favour of Assetz SME Capital Ltd over the Group's shares in Tavistock Partners (UK) Ltd. Interest on the facility, at the rate of 9% per annum, is paid monthly and repayment of the principal sum is due in April 2019. The facility can be extended at the Company’s discretion for a further period of up to two years.

33




12. PROVISIONS

Total £’000

Balance at 1 April 2017 46Payments to settle claims 16Provisions released (22)

-------------Balance at 31 March 2018 40

=======

13. DEFERRED TAX Total £’000

Balance at 1 April 2017 (396)Deferred tax credit in the year 23Transferred on disposal (32)

-------------Balance at 31 March 2018 405

=======

The deferred tax provision comprises: 31 March 2018 31 March 2017£’000 £’000

Accelerated capital allowances - (17)Unutilised tax losses (321) (419)Deferred tax on intangibles 726 832

------------- -------------405 396

====== ======

34




14. FINANCIAL RISK MANAGEMENT

The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are within the current assets and current liabilities shown on the face of the statement of financial position and comprise the following:

Credit risk

The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of Investment platforms and advisers. Receivables are broken down as follows:

31 March 2018 31 March 2017£’000 £’000

Loans and receivablesTrade receivables 2,018 748Other receivables 136 459

====== ======

The table below illustrates the due date of trade receivables:

31 March 2018 31 March 2017 £’000 £’000

Current 2,018 69731 – 60 days - -61 – 90 days - -91 – 120 days - -121 and over - 51

------------- -----------2,018 748

====== ======

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and repayments of its liabilities.

The Group’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due and so cash holdings may be high during certain periods throughout the period.

Other than the loans referred to in Note 11, the Group currently has no bank borrowing or overdraft facilities.

The Group’s policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the operating units and investing amounts that are not immediately required in funds that have low risk and are placed with a reputable bank.

35




14. FINANCIAL RISK MANAGEMENT (continued)

Cash at bank and cash equivalents31 March 2018 31 March 2017

£’000 £’000

At the year end the Group had the following cash balances: 3,111 4,558====== ======

Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2018, £197,000 (2017: £252,000) of cash is held on deposit in special interest bearing accounts to maximise returns.

All monetary assets and liabilities within the group are denominated in the functional currency of the operating unit in which they are held. All amounts stated at carrying value equate to fair value.

31 March 2018£’000

31 March 2017£’000

Financial liabilities at amortised costTrade payables 2,101 1,095Accruals 829 803

====== ======

The table below illustrates the ageing of trade payables:31 March 2018 31 March 2017

£’000 £’000

Current 1,950 1,09231 – 60 days 65 361 – 90 days - -91 – 120 days - -121 and over 86 -

---------------- --------------- 2,101 1,095

======== ========

Capital Disclosures and Risk Management

The Group’s management define capital as the Group’s equity share capital and reserves.

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.

36

Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.

Market risk

Interest rate riskInterest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances. The Group has no material exposure to interest rate risk.




15. SHARE CAPITAL 31 March 2018 31 March 2017£’000 £’000

Called up share capital

Allotted, called up and fully paid

537,186,045 Ordinary shares of 1 pence each(2017: 533,614,920 shares of 1 pence each) 5,371 5,336

30,450,078 Deferred shares of 9p each 2,742 2,742

465,344,739 Deferred “A” shares of 0.99 pence each 4,607 4,607------------ ------------12,720 12,685====== ======

On 24 April 2017, 3,571,125 new Ordinary shares of 1p were issued at an issue price of 2.8p to an existing shareholder.

The following describes the nature and purpose of each of the Company’s reserves:

Reserve Description and purpose

Share capital Amount subscribed for share capital at nominal value.Share premium Amount subscribed for share capital in excess of nominal value.Retained earnings Cumulative net gains and losses recognised in the consolidated statement of

comprehensive income.

37




16. SHARE BASED PAYMENTS

During the period the Company issued options over 64,461,500 Ordinary shares.

These options have been valued using the Black- Scholes pricing model. The weighted average of the assumptions used in the model are:

31 March 2018 31 March 2017 Share price at grant 2.92p 3.32p Exercise price 5.25p 5.25p Expected volatility 62% 112% Expected life 5 years 7 years Risk free rate 1.1% 1.2%

Expected volatility has been determined by reference to the fluctuations in the Company’s share price between the formation of its current group structure and the grant date of the share options.

31 March 2018 31 March 2017Weighted Weighted

average price average price(pence) Number (pence) Number

Outstanding at the beginning of the year 5.18 21,220,000 2.84 18,450,000Granted during the yearLapsed during the year

5.255.25

64,461,500 (10,252,401)

5.254.08

7,720,000 (4,950,000)

------------------- -------------------Outstanding at the end of the period 5.23 75,429,099 5.18 21,220,000

========= =========

The exercise price of options outstanding at the end of the year, 2,050,000 of which had vested and were exercisable, was 5.23p and their weighted contractual life was 5.67 years.

There were no options over Ordinary shares exercised in the period. The weighted average fair value of each option granted during the current period was assessed as being 1.10p and their weighted average contractual life was 5 years.

38




17. LEASING COMMITMENTS 31 March 2018 31 March 2017£’000 £’000

The Group’s future minimum lease payments fall due as follows:

Not later than 1 year 286 252Later than 1 year and not later than 5 years 629 324

------------- -------------915 576

===== =====

18. RELATED PARTY TRANSACTIONS

Payments of £37,000 (2017: £56,000) were made to threesixty Support LLP in relation to compliance services, a firm in which Philip Young, who served for part of the year as a Non-Executive Director of the Company, also served as Managing Director during the year.

During the period, Tavistock Wealth Limited received fees of £3,290,000 (2017: £1,163,000) 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.

39

TAVISTOCK INVESTMENTS PLC Company number 05066489

COMPANY BALANCE SHEET

AS AT 31 MARCH 2018 - PREPARED UNDER UK GAAP

At 31 March 2018 At 31 March 2017£’000 £’000 £’000 £’000

Fixed assetsInvestments III 22,110 22,360Tangible fixed assets IV 312 281Intangible fixed assets V 370 474

----------------- -----------------22,792 23,115

Current assetsDebtors VI 964 1,377Cash at bank and in hand VIII 278 1,089

----------------- -----------------1,242 2,466

Creditors: amounts falling due within one year IX (4,265) (4,738)

---------------- ----------------Net current liabilities (3,023) (2,272)

Debtors: amounts falling due after one year VII 299 299

Creditors: amounts falling due after one year X (2,000) (3,100)

--------------- ---------------Total assets less total liabilities 18,068 18,042

======= =======

Capital and reservesCalled up share capital XI 12,720 12,685Share premium account 4,882 27,818Retained reserves 466 (22,461)

------------------ ------------------Shareholders’ funds 18,068 18,042

========= =========

The loss of the parent company for the year was £73,000 (2017: £671,000)

The financial statements were approved by the Board and authorised for issue on 26 June 2018.


The notes on pages 40 to 44 form part of the Company financial statements.

40


STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2018 - PREPARED UNDER UK GAAP

ShareCapital

SharePremium

Retained reserves

Shareholderfunds

£’000 £’000 £’000 £’000

31 March 2016 10,262 20,688 (22,790) 8,160

Issue of shares 2,423 7,130 - 9,553

Loss before and after tax - - (671) (671)

Dividends received - - 1,000 1,000------------- ------------- ------------- -------------

31 March 2017 12,685 27,818 (22,461) 18,042------------- -------------- -------------- -------------

Issue of shares 35 64 - 99

Loss after tax - - (73) (73)

Reduction of share premium - (23,000) 23,000 -

------------- -------------- --------------- --------------31 March 2018 12,720 4,882 466 18,068

------------- -------------- -------------- -------------

41


NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS


I. ACCOUNTING POLICIES

The principal accounting policies applied are summarised below.

Basis of preparationThe financial statements have been prepared under the historical cost convention as modified by the revaluation of Tangible Assets and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

FRS 102 is mandatory for accounting periods beginning on or after 1 January 2015.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 2 in the Group financial statements).

These accounts do not include a Cashflow Statement or a Financial Instruments note as these are disclosed in the Group financial statements.

All accounting policies that are not unique to the company are listed on pages 23-25. All additional accounting policies have been applied as follows:

Going concernThe Directors’ are of the opinion that the Company has sufficient working capital for the foreseeable future and on this basis, consider it appropriate that the accounts have been prepared on a going concern basis.

Valuation of investmentsInvestments held as fixed assets are stated at cost less any provision for impairment in value.

II. LOSS FOR THE FINANCIAL PERIOD

The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The Company’s loss for the year was £73,000 (2017: Loss of £671,000).

The average number of employees of the company during the year was 10 (2017: 8) and total staff costs were £1,427,000 (2017: £1,209,000).

42


NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)


III. FIXED ASSET INVESTMENTS 31 March 2018 31 March 2017£’000 £’000

Subsidiary undertakings

CostBalance at 1 April 2017 22,687 12,024Additions - 10,663Disposals (250)

-------------- --------------Balance at 31 March 2018 22,437 22,687

ProvisionsBalance at 1 April 2017 (327) (327)

-------------- --------------Balance at 31 March 2018 (327) (327)

-------------- --------------Carrying value of investments 22,110 22,360

======= =======

At the year end the Company had the following wholly owned subsidiaries

Registered Office Address Name Holding

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Tavistock Wealth Limited Direct

Tavistock Partners Limited DirectSterling McCall Limited IndirectTavistock Partners (UK) Ltd DirectDuchy Independent Financial Advisers Limited

Direct

Price Bailey Financial Services Limited DirectTavistock Private Client Limited IndirectCheviot Financial Planning Limited IndirectThe Tavistock Partnership Limited DirectTavistock Direct Limited Direct

1, The Cornerstone Market Place, Kegworth, Derby DE74 2EE Cornerstone Asset Holdings Limited Direct26 Upper Pembroke Street, Dublin 2, Ireland Tavistock Wealth (Global) Limited Indirect

43




IV. TANGIBLE FIXED ASSETS Office fixturesComputer fittings andequipment equipment Total

£’000 £’000 £’000CostBalance at 1 April 2017 100 279 379Additions 25 97 122

--------- -------------- ---------------Balance at 31 March 2018 125 376 501

--------- -------------- ---------------Accumulated depreciationBalance at 1 April 2017 45 53 98Depreciation charge 20 71 91

--------- -------------- ---------------Balance at 31 March 2018 65 124 189

--------- -------------- ---------------Net Book ValueAt 31 March 2018 60 252 312

===== ===== =====At 31 March 2017 55 226 281

===== ===== ======

V. INTANGIBLE FIXED ASSETS

Total£’000

Software CostBalance at 1 April 2017 474Additions 16

---------------Balance at 31 March 2018 490

---------------Accumulated amortisationBalance at 1 April 2017 -Amortisation charge 120

---------------Balance at 31 March 2018 120

---------------Net Book ValueAt 31 March 2018 370

=====At 31 March 2017 474

======

44




VI. DEBTORS: due within one year 31 March 2018 31 March 2017£’000 £’000

Amounts owed by subsidiary undertakings 609 1,150Trade debtors 15 74Other debtors 96 52Prepayments and accrued income 244 101

------------ ------------964 1,377

===== =====

VII. DEBTORS: due after one year 31 March 2018 31 March 2017£’000 £’000

Deferred tax asset 299 299------------ ------------

299 299===== =====

VIII. CASH AND CASH EQUIVALENTS

31 March 2018 31 March 2017£’000 £’000

Cash at bank and in hand 278 1,089------------- -------------

278 1,089====== ======

IX. CREDITORS: amounts falling due within one year31 March 2018 31 March 2017

£’000 £’000

Term loan - 250Trade creditors 237 202Accruals 225 167Other tax and social security 114 76Other creditors 310 233Deferred consideration 1,130 2,002Amounts owed to subsidiary undertakings 2,249 1,808

------------ ------------4,265 4,738

====== ======

45




X. CREDITORS: amounts falling due after one year31 March 2018 31 March 2017

£’000 £’000

Term loansDeferred consideration

2,000-

2,0001,100

------------- ------------2,000 3,100

====== ======

XI. SHARE CAPITAL

Details of the Company’s share capital and the movements in the period can be found in Note 15 to the consolidated financial statements.

XII. SHARE OPTIONS

EMI Share Option Scheme

Details of the share options outstanding at 31 March 2018 can be found in Note 16.

XIII. RELATED PARTY TRANSACTIONS

Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS102 not to disclose group transactions in respect of wholly owned subsidiaries.

46


ADVISERS

Registrars Share Registrars LimitedThe Courtyard17 West StreetFarnhamSurrey GU9 7DR

Nominated Adviser Arden Partners Plc125 Old Broad StreetLondon EC2N 1AR

Broker Allenby Capital5 St Helen’s PlaceLondon EC3A 6AB

Independent Auditors haysmacintyre10 Queen Street PlaceLondon EC4R 1AG

47

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