Tavistock Regulatory News (TAVI)

TAVISTOCK INVESTMENTS PLC

RESULTS FOR THE YEAR ENDED 31 MARCH 2016

5 JULY 2016

Tavistock Investments Plc ("Tavistock" or "Company") today announces its financial results for the year ended 31 March 2016.

The period under review represents the first full year of trading for Tavistock as a financial services group and Group performance has been substantially ahead of market expectations1.

Financial Highlights:

· Total revenue of £29.9 million (2015: £5.0 million), £10 million ahead of market expectation

· Adjusted EBITDA (removing acquisition costs and share based charges) of £103,000 (2015 loss: £352,000), some £800,000 ahead of market expectation

· Net assets of £8.9 million (2015: £11.42 million), including £3.4 million of cash (2015: £4.74 million)

· In excess of £4 billion of assets under influence (AUI) and £460 million of assets under management (AUM)

· As approximately 75% of the Group's net revenues are represented by recurring income, future performance has become significantly more predictable

Operational Highlights:

· Marked improvement in Group performance in the second half of the year, largely a reflection of the successful restructuring of the Tavistock Financial business

o all of the Group's operating businesses are now trading profitably

· Range of risk rated model portfolios within Tavistock Wealth's Centralised Investment Proposition have consistently outperformed relevant sector benchmarks since inception (October 2014) as a result of asset class diversification, use of index tracking instruments and currency hedging

· Rollout of the Group's new software support system, "Revolution", to automate and record all aspects of an adviser's relationship with their client; enhances the Company's management and oversight of advisers' activities

· Advisory businesses currently operate with more than 320 advisers supporting over 70,000 clients around the UK whose AUI is estimated to exceed £4 billion

· Amount of clients' assets managed (AUM) by Tavistock Wealth has continued to grow and is currently over £460 million

Post-period highlights:

· Acquisition of Abacus at the start of the current financial year has propelled the Group, as a whole, into profitability; also increased available cash resources by more than £1.25 million, to over £4 million

· The Brexit vote has unsettled markets, but our investment portfolios continue to perform well, largely due to their asset class diversification and currency hedging

Brian Raven, Group Chief Executive, said:

"We are extremely proud of what we have achieved this year. Tavistock has emerged from a period of consolidation more successful than ever, moving into profitability and increasing total revenue by a significant margin. We have exceeded market expectations and now look ahead to what I am confident will be another highly successful financial year.

We intend to improve our service even further as we implement our new software support system. We also continue to have several significant growth opportunities, both organic and acquisitive, and we are well placed to take advantage of these. Exciting times lie ahead for Tavistock, and I am looking forward to seeing the Group continue its successful growth trajectory."

1. By reference to research note published by WH Ireland Limited on 11 April 2016

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

For further information:

Tavistock Investments plc Tel: 01753 867000

Oliver Cooke, Executive Chairman

Brian Raven, Group Chief Executive

Northland Capital Partners Limited Tel: 020 3861 6625

William Vandyk

Matthew Johnson

WH Ireland Limited Tel: 0113 394 6600

Tim Feather

Liam Gribben

Templars Communications Limited Tel: 020 3642 3140

Kitty Parry

Kate Boothman Meier

CHAIRMAN'S STATEMENT

I am delighted to report that considerable progress has been made during the financial year ended 31 March 2016. By any measure this has been a successful year for the Company and it is particularly pleasing to advise that the Group's performance during the year has been substantially ahead of the market's expectations.

The Group's gross revenues, at £29.9 million, were some £10 million ahead of market expectation and Adjusted EBITDA (earnings before interest, taxation, depreciation and amortisation) for the ongoing Group, at £103,000 excluding share based payment charges and one-off acquisition related costs, were some £800,000 ahead of market expectation.

Financial Performance

The Group's financial performance showed a marked improvement in the second half of the year, largely a reflection of the successful restructuring of the Tavistock Financial business. The level of this improvement has enabled the Group's ongoing businesses to report a maiden Adjusted EBITDA profit for the full year. Adjusted EBITDA has been selected as the most appropriate measure of 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 Group's recent financial performance can be summarised as follows.

Included within Acquisition related costs are the committed costs associated with the acquisitions of Duchy Independent Financial Advisers Limited ("Duchy") and Abacus Associates Financial Services Limited ("Abacus") together with an increase in the provision for the deferred consideration payment due to the vendors of Tavistock Wealth Limited (formerly Blacksquare Limited), calculated by reference to the estimated assets under management as at 31 May 2016, two years after the acquisition date.

At 31 March 2016, the Group had net assets of £8.90 million (31 March 2015 £11.42 million), which included cash resources of £3.39 million (31 March 2015 £4.74 million).

Progress & Prospects

Tavistock's business model has been gaining increasing commercial traction and the acquisition of Abacus at the start of the current financial year has propelled the Group, as a whole, into profitability. The acquisition has had the added benefit of increasing Tavistock's available cash resources by more than £1.25 million, to over £4 million.

The reorganisation of the Standard Financial Group business has been successfully completed and as a consequence the business, which was losing some £1 million per annum, is now trading profitably.

The Group's advisory businesses currently operate with more than 320 advisers supporting over 70,000 clients around the UK with investible assets (AUI, or assets under influence) that are estimated to exceed £4 billion.

The value of clients' assets managed by the Group's investment management business (AUM), Tavistock Wealth, on either an advisory basis or a discretionary basis has continued to grow and is currently around £460 million.

The performance of the range of risk rated model portfolios within Tavistock Wealth's Centralised Investment Proposition, has consistently outperformed the relevant sector benchmarks since inception in October 2014. The company's conservative and disciplined investment philosophy, providing diversification across asset classes and global markets coupled with the extensive use of index tracking instruments and currency hedging, has stood its clients in good stead during turbulent market conditions.

The rollout of the Group's new software support system, known as "Revolution", has now begun. Revolution is used to automate and record all aspects of an adviser's relationship with their client. At the same time, it enhances the Company's management and oversight of advisers' activities.

Each of the Group's operating businesses is now trading profitably and it would therefore be reasonable to expect the improvement that we have seen in the Group's financial performance to accelerate during the current financial year.

One of the Board's stated aims has been to establish and manage a dividend stream for the benefit of shareholders and the current financial year offers the first potential opportunity for the Board to achieve this objective. In order for the Company to pay a dividend, it must have available distributable reserves and the Board plans, in the near future, to begin the Court process of offsetting accumulated losses (principally attributable to the historic discontinued SocialGo business) against the credit balance on the share premium account.

The Future

The Board will continue to review the Group's existing businesses with a view to reducing risk where possible and to improving the quality and efficiency of the service offerings. It will also look to grow the business both organically, and by making further strategic acquisitions.

Much of the progress that we have achieved has been made possible through the empowerment of our management team and through the hard work and dedication of our excellent staff, and I would like to take this opportunity to acknowledge their contribution and to thank them for it.

The Brexit vote has unsettled markets, but our investment portfolios continue to perform well largely due to their asset allocation and currency hedging. Exciting times lie ahead for the Tavistock Group and I look forward to updating you further.

Oliver Cooke

Executive Chairman

5 July 2016

STRATEGIC REPORT

This Report has been prepared in compliance with the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

The Report's aim is to provide shareholders with the relevant information to enable them to assess the performance of the Directors of the Company during the period under review.

The Company's prime objective, to become a large and profitable integrated financial services business, remains unchanged.

During the period under review the Board's principal focus was on the reorganisation of the acquired Standard Financial Group business, the roll out of Revolution (the Company's new automation system) and increasing the take up of our investment management services.

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,

- continuing the review of our businesses with a view to reducing risk where possible and improving the efficiency and quality of our service offering,

- strengthening the management team and the recruitment of additional business development managers,

- continuing to significantly increase the uptake of the Group's investment management services, and

- expanding the business through organic growth and through further selective acquisitions.

Risks and Uncertainties:

The principal risk facing the business relates to the execution of the strategy outlined above, including the performance of the Group's Centralised Investment Proposition, and the growth of AUM.

There can be no absolute certainty that the planned deployment of Revolution will go as planned or that the pace at which the Group has grown, and in particular the rapid pace at which the investment management service has been adopted to date will continue into the future. However, a great deal has been achieved by the management team over the last year and the Board remains confident that rapid progress will continue.

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

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

Future Prospects:

The Company continues to have a number of significant growth opportunities and is well placed to take advantage of these. This is a time of great progress for the Company and I look forward to reporting to you in the near future on the next milestones that your Company achieves.

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

Oliver Cooke

Executive Chairman

4 July 2016

DIRECTORS' REPORT

The Directors are pleased to present their report on the audited financial statements of the Group for the year ended 31 March 2016.

Principal Activities, Review of the Business and Future Developments

The principal activities of the Group during the period were the provision of support services to a network of IFAs and the provision of investment management services. The key performance indicators recognised by management are gross revenues and the level of clients' assets under advice or management by the Group.

An overall review of the Group's trading performance and future developments is given in the Chairman's Statement and in the Strategic Report. The Group is not unduly 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 30 June 2016:

Directors

The Directors of the Company during the period were:

Executives:

Oliver Cooke

Brian Raven

Non Executives:

Roderic Rennison

Philip Young

Oliver Cooke

Executive Chairman, aged 61

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 Raven

Group Chief Executive, aged 60

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

Roderic Rennison

Non-Executive Director, Chairman of Remuneration Committee, aged 61

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.

Philip Young

Non-Executive Director, Chairman of Audit Committee, aged 42

Philip began his career in 1996 at a small financial consultancy business specialising in complex regulatory issues, CCL, in Macclesfield. Philip moved to Bankhall Investment Associates Ltd in 1998, where he worked initially in the compliance area, then moved to become Commercial Manager for Bankhall's e-commerce department. In 2003 he co-founded threesixty services LLP and threesixty support LLP, with a number of colleagues, and became an equity partner. threesixty has grown to become one of the most significant forces in adviser support in the UK, providing professional business services to over 700 firms with more than 7,000 advisers. threesixty was acquired by Standard Life Plc in 2010, after which Philip was appointed Managing Director and continues to run the business today.

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 May 2010 and updated in September 2014. 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.

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, and determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee 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 Executive 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 13 of the financial statements.

Share capital

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

Charitable and Political Donations

The Group did not make any political donations in the period but made charitable donations totalling £5,000 (period ended 2015: £Nil).

Dividends

The Directors do not propose a final dividend (period ended 2015: £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

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 2016 represented 7 days purchases (period ended 2015: 35 days).

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.

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:

(*) In addition to the above interests in the Ordinary Shares of the Company, Oliver Cooke and Brian Raven each subscribed for 5,000,000 A Ordinary Shares at 0.05 pence per share, which after the reporting date were converted into 50,000 Ordinary Shares. In addition each had been granted options over 50,000 G Ordinary shares of 1p each, as detailed in the table in the Remuneration Report. The 100,000 G Ordinary Shares resulting from the exercise of these options will convert as a class, between 1 August 2016 and 31 July 2018, into such number of Ordinary Shares as shall equate to 10 per cent of the Company's fully diluted share capital as at 31 July 2016 as enlarged by such conversion.

On 22 June 2016, Brian Raven was allotted an additional 22,037,067 new Ordinary Shares in satisfaction of the deferred consideration due to him as one of the vendors of Blacksquare Limited. This, together with the conversion of the A Ordinary Shares referred to above, took his total holding to 38,542,362 as referred to in the table of substantial shareholdings above.

Research and Development

The Group is not undertaking any research and development activities.

Directors' statement as to disclosure of information to auditors

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

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

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

Oliver Cooke

Executive Chairman

5 July 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2016

The financial statements were approved by the Board and authorised for issue on 4 July 2016.

Oliver Cooke

Executive Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2016

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2016

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2016

1. ACCOUNTING POLICIES

Principal accounting policies

The 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 preparation

The 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.

Frequency of Reporting

The accounting reference date of various group companies has been changed to create a uniform reporting date for the Group of 31 March in each year.

Changes in accounting policies

Standards issued but not yet effective up to the date of issuance of the Group's financial statements are listed below:

IFRS 14 Regulatory Deferral Accounts (effective from 1 April 2016)

The implementation of this standard is not expected to have any material effect on the Group's financial statements.

The Group consists of a number of subsidiaries and 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. The consolidation has been prepared on an acquisition basis.

Revenue recognition

Revenue 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 assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. 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 (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 assets

Internally 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.

Financial assets

Loans and receivables: These assets are deemed to be non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective interest rate method.

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

Financial liabilities

Other 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 payments

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

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

Property, plant and equipment

Property, 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 line

Office fixtures, fittings & equipment - 4 - 7 years straight line

Impairment of Assets

Impairment 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.

Taxation and deferred taxation

Corporation tax payable is provided on taxable profits at prevailing rates.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

· the initial recognition of goodwill; and

· the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the difference 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 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 determined based on value in use calculations. The Group has not impaired any goodwill or intangible assets during the year (15 month period ended 2015: £23l,000).

3. SEGMENTAL INFORMATION

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

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 operated, and earned revenue exclusively within the UK.

The remuneration of the highest paid director was £151,325 (period ended 2015: £104,166). The total remuneration of key management personnel was £828,766 (period ended 2015: £435,565).

Directors' Detailed Emoluments

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

*Denotes non-executive Director

All pension contributions represent payments into defined contribution schemes.

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

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods, allowing for the consolidation of Ordinary Shares on 2 June 2014.

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.

ACQUISITIONS DURING THE PERIOD

Duchy Independent Financial Advisers Limited

On 6 May 2015, the Group acquired 100% of the ordinary shares in Duchy Independent Financial Advisers Limited, an independent financial advisory company, for a total consideration of £506,000 which was satisfied through the issue to the vendors of 1,733,333 ordinary shares of 1p each at an issue price of 7.5 pence per share, cash of £220,000 and deferred consideration of £156,000.

Included in the Consolidated Statement of Comprehensive Income is revenue of £749,326 and profit of £21,132 arising from Duchy Independent Financial Advisers Limited. The primary reason for the acquisition was to increase the size of the Group and the assets under influence.

Novia Financial plc and Cocoon Investment Holdings Ltd have provided the Company with a three year, unsecured, convertible loan facility of up to an aggregate of £750,000, for business development and working capital purposes of which £250,000 had been drawn down at the balance sheet date.

Interest on amounts drawn down under the facility accrue at the rate of 1 percent per annum over the base rate and are paid quarterly. Any funds drawn down under the Loan Facility fall due for repayment at the end of the term, being 27 August 2017. The principal sum outstanding under the Loan Facility may be converted, at a share price of 7.5 pence per share, into new ordinary shares in the capital of the Company at any time prior to the end of the term at the discretion of the Lenders.

The amount provided relates to claims arising from the conduct of thematic past business reviews and from specific complaints received from clients of the Group's advisers. The provision represents the gross obligation and, where these amounts can be recovered from insurers or from advisers, a corresponding asset is recognised.

13. 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:

The table below illustrates the due date of trade receivables:

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.

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.

Cash at bank and cash equivalents

Cash at bank comprises Sterling cash deposits held across a number of banks. At 31 March 2016, £1,470,000 (2015: £1,542,000) 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.

The table below illustrates the ageing of trade payables:

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 the Group's ability to continue as a going concern, so that it can begin to 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.

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

Market risk

Interest rate risk

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