18
June 2024
Tatton Asset Management
PLC
("TAM plc", the "Group" or
the "Company")
AIM: TAM
AUDITED FINAL
RESULTS
For the year ended 31 March
2024
New growth target of £30
billion AUM/I by the end of FY 2029
TAM plc, the investment management
and IFA support services group, today announces
its audited final results for the year ended 31 March 2024
("FY24"), which show strong, double-digit growth across
revenue and adjusted operating profit, at the top end of market
consensus, driven by record levels of AUM and net
inflows.
FINANCIAL HIGHLIGHTS
·
|
Group revenue increased 13.9% to
£36.807m (2023: £32.327m)
|
·
|
Adjusted operating
profit1 up 12.9% to
£18.514m (2023: £16.402m)
|
·
|
Adjusted operating
profit1 margin
50.3% (2023: 50.7%)
|
·
|
Profit before tax £16.751m (2023:
£15.996m)
|
·
|
Adjusted fully diluted
EPS2 increased
11.2% to 22.91p (2023: 20.61p)
|
·
|
Final dividend of 8.0p (2023:
10.0p), giving a total dividend for the year of 16.0p (2023: 14.5p)
- up 10.3%
|
·
|
Strong financial liquidity position,
with net cash of £24.8m (2023: £26.5m)
|
·
|
Strong balance sheet - net assets
increased to £43.3m (2023: £41.8m)
|
OPERATIONAL HIGHLIGHTS
·
|
AUM/I3 increased 26.9% to £17.604bn
(2023: £13.871bn). Current AUM/I3 at June 2024 c.£18.564bn
(AUM3
c.£17.516bn)
|
·
|
AUM3 increased 30.0% to £16.551bn
(2023: £12.735bn)
|
·
|
Organic net inflows were £2.303bn
(2023: £1.794bn), an increase of 18.1% of opening AUM with an
average run rate of £192m per month
|
·
|
The Group exceeded its three-year
'Roadmap to Growth' strategy, which set an ambitious target of
£15.0bn AUM/AUI3 by
31 March 2024, achieving an additional £2.6bn or 17.4% above
target
|
·
|
Tatton's IFA firms increased by
12.2% to 975 (2023: 869) and the number of client accounts
increased 17.9% to 126,150 (2023: 107,010)
|
·
|
Paradigm Mortgages grew market
share, participating in mortgage completions totalling £13.1
billion (2023: £14.5 billion), a 9.7% reduction year on year
compared to a 29% year-on-year fall in the gross mortgage
market
|
·
|
Mortgage member firms increased 9.4%
in the year to 1,916 members (2023: 1,751 members)
|
OUTLOOK
·
|
New growth target set at £30 billion
AUM/I3 by the end
of the financial year 2029
|
·
|
Net AUM/I3 inflows of £0.9 billion in Q1
FY25, matching inflows in the whole of H1 in the year under review,
with more normalised run rate expected for the remainder of
FY25
|
·
|
The Board looks to the year ahead
and beyond with confidence
|
|
|
1
|
Operating profit before exceptional
items, share-based payment charges, amortisation of acquired
intangibles, changes in fair value of contingent consideration and
operating loss relating to non-controlling interest.
|
2
|
Adjusted fully diluted earnings per
share is calculated by dividing the adjusted operating profit less
cash interest and less tax on operating activities by the weighted
average number of ordinary shares in issue during the year plus
potentially dilutive ordinary shares.
|
3
|
"AUM" is Assets under management.
"AUM/I" is Asset under management and influence.
|
|
| |
Paul Hogarth, Chief Executive Officer,
commented:
"This has been another exceptional
year for the Group. We achieved a substantial increase in net
inflows, totalling £2.3 billion, with a particularly strong finish
in the second half, especially in the last quarter. This
performance underscores the organic growth potential in our market,
culminating in an end-of-year AUM/I of £17.6 billion-26.9% higher
than at the start of the year and 17.4% above our three-year target
of £15 billion.
"As promised, we have set a new
milestone for the future: we aim to grow our AUM/I to £30 billion
by the end of the financial year 2029. I am pleased to report that
we have made an encouraging start towards this goal, achieving net
inflows of approximately £0.9 billion in Q1 FY25. To put this in
perspective, £0.9 billion was the same level of net inflows we
achieved in the first half of FY24, the year under review.
Whilst this is a very positive start, it is important to note that
several large new mandates have boosted net inflows. We are
delighted with this, but we do anticipate a return to a more
normalised run rate for the remainder of the year."
Commenting on Outlook he added:
"Looking ahead, we are very
optimistic about our growth trajectory and the opportunities that
lie ahead. Our goal is to exceed our £30 billion AUM/I target,
enhance our market position, and continue to support and champion
the IFA community. Our focus will remain on maintaining
organic growth, improving operational efficiency, and fulfilling
our commitments to our stakeholders. We are confident that our
strategic approach, coupled with our dedication to excellence, will
lead to continued success and solidify our position as a leading
asset management firm in the UK."
-ends-
For
further information please contact:
Tatton Asset Management plc
Paul Hogarth (Chief Executive
Officer)
Paul Edwards (Chief Financial
Officer)
Lothar Mentel (Chief Investment
Officer)
|
+44 (0) 161 486
3441
|
Zeus - Nomad and Broker
Martin Green/Dan Bate (Investment
Banking)
|
+44 (0) 20 3829
5000
|
Singer Capital Markets - Joint Broker
Peter Steel / Charles
Leigh-Pemberton (Investment Banking)
|
+44 (0) 20 7496
3000
|
Belvedere Communications - Financial PR
John West / Llew Angus
(media)
Cat Valentine / Keeley Clarke
(investors)
|
+44 (0) 7407
023147
+44
(0) 7715 769078
tattonpr@belvederepr.com
|
Trade Media Enquiries
Roddi Vaughan Thomas
|
+44 (0) 20 7139
1452
|
For more information, please
visit: www.tattonassetmanagement.com
Chairman's Report
TEAM WORK AND TALENT DELIVERS
RESULTS
Over the twelve-month period ended 31 March 2024 - a year that
delivered little to improve the challenging political and economic
circumstances of previous reporting periods, both globally and
domestically - I am pleased to be able to report, once again, a
satisfying outcome for Tatton Asset Management plc ("TAM", the
"Group" or the "Company") with our highest-yet levels of assets
under management ("AUM"), revenue and profit before tax, enabling
us to announce another year of increased
dividends.
The year under review saw the
successful culmination of the Group's three-year "Roadmap to
Growth" strategy announced in 2021, targeting an increase in
AUM from £9 billion to £15 billion through a combination of organic
growth and strategic acquisitions. At 31 March 2024, our
AUM/AUI1 of £17.6
billion materially exceeded this objective, with £1.65 billion of
the additional £8.6 billion derived from strategic acquisitions,
and the balance derived through a combination of organic growth and
increased investment values.
Following this significant
achievement, the Group has targeted a further rise in AUM for the
five-year period ending March 2029, rising from £17.6 billion to
£30 billion. Details of this development are set out in the
Strategic Report on pages 16 and 17 of the 2024 Annual Report. In
planning for a successful outcome for this new challenge we will
build on our already extensive relationships within the Independent
Financial Adviser ("IFA") community. The combination of our long
term investment track record, our cutting-edge customer service
reputation, and our effective investment communications, provide
leading support for the products and services that we offer IFAs
helping them better advise and support their own clients.
A relentless focus on this single route to market has been
the platform for the growth that is outlined in this report,
and we are committed to optimising this approach over
the next several years.
Paradigm, our IFA consultancy
business, has continued to perform in line with expectations,
delivering expert regulatory consulting to the IFA community, and
remains well-positioned to continue to do so. This year has been a
more challenging period for the Mortgage division. We participated
in mortgage completions totalling £13.1 billion (2023: £14.5
billion), a 9.7% reduction year on year; however this was in line
with our expectations and compares well to the UK gross mortgage
market where gross advances (mortgage lending) declined by 29%
over the same period. We continue to expand our distribution
footprint and are well-placed to take advantage
of opportunities as the market recovers.
FINANCIAL HIGHLIGHTS
Group revenue increased by 13.9% to
£36.8m (2023: £32.3m), while adjusted operating
profit1 rose by
12.9% to £18.5m (2023: £16.4m). The Group's operating profit fell
slightly to £16.5m (2023: £16.6m), while profit before tax improved
to £16.8m (2023: £16.0m). Profit after tax fell by 3.4% to £12.9m
(2023: £13.4m), largely due to the increase in the corporation tax
rate from 19% to 25%. The impact of the above changes on fully
diluted adjusted earnings per share ("EPS") was an increase of
11.2% to 22.9p (2023: 20.6p), with diluted adjusted EPS increasing
to 23.32p (2023: 21.01p), while basic EPS fell to 21.4p (2023:
22.4p), mostly due to the larger gain on the release of contingent
consideration in the prior year, along with the increase in the
corporation tax rate this year.
OUR
PEOPLE
The staff at TAM remain the most
important factor in the Group's success. Their commitment and
capability are the driving force behind the achievements detailed
in this annual report and accounts, and their collective
determination to flourish, on a personal as well as corporate
level, forms a foundation that supports the confidence that
runs through the entirety of this report. On behalf of the Board, I
would like to thank every member of staff for their contribution
over a gratifying year.
We remain committed to fostering a
culture of inclusion, collaboration, and professional development,
one in which our employees are empowered to take ownership of their
work and are provided with opportunities for professional growth
and advancement. We are proud of the diverse and talented team that
we have built, and we are committed to investing in their continued
success in order to drive the success of the organisation over the
longer term.
ROLE OF THE BOARD AND ITS EFFECTIVENESS
The Board of Directors plays a
crucial role in governance and strategic direction and is
responsible for overseeing the management of the Group,
setting its strategic direction, and ensuring that TAM operates in
the best interests of its shareholders and other stakeholders. My
primary role as Chairman is to provide leadership to the Board and
to provide the right environment to enable each of the Directors,
and the Board as a whole, to perform effectively, provide
sound guidance and oversight, make informed decisions and ensure
that the company operates with integrity and transparency.
It is my view that the Board has an appropriate balance of
skills with which to carry out its duties and that it is highly
effective, with a thorough understanding of the opportunities and
threats facing the Group.
UK
CORPORATE GOVERNANCE
Tatton Asset Management plc is
committed to maintaining high standards of corporate governance.
The Board of Directors recognises the importance of good governance
in the management of the Group and in the protection of
shareholder interests. The Group adheres to the principles
of the QCA Corporate Governance Code (the "QCA Code") and
continuously reviews its governance practices to ensure that they
meet the evolving needs of the business and its stakeholders.
Details of how we have applied the principles that form the QCA
Code are provided throughout the 2024 Annual Report and are
detailed on pages 51 and 52.
SECTION 172 STATEMENT
Section 172 of the Companies Act
2006 requires that the Directors act in the way that they consider,
in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole. For this reason
section 172 requires a Director to have regard, amongst other
matters, to: the likely consequences of any decisions in the
long term; the interests of the Company's employees; the need to
foster the Company's business relationships with suppliers,
customers and others; the impact of the Company's operations on the
community and environment; the desirability of the Company
maintaining a reputation for high standards of business conduct;
and the need to act fairly as between members of the Company.
Further information can be found on pages 44 and 45 of the
2024 Annual Report.
DIVIDENDS
The Group continues to perform well,
as we maintain our focus on creating long-term sustainable
shareholder value. Given our continued progress, and in line with
the guidance that we issued at the half year when we indicated that
the split of the dividend would be 50:50 between the interim and
final dividend, the Board is proposing a final full year dividend
of 8.0p per share (see note 11). This brings the total ordinary
dividend for the year to 16.0p per share, an increase of 10.3% on
the prior year, which is covered 2.9 times by adjusted earnings per
share1. Subject to shareholder approval at the forthcoming Annual
General Meeting, the dividend will be paid on 6 August 2024 to
shareholders who are on the register on 28 June 2024. The
ex-dividend date will be 27 June 2024.
OUTLOOK AND PROSPECTS
In general, the global economy has
been surprisingly resilient over the twelve-month period under
review. While we are cautiously optimistic regarding the immediate
future, we remain conscious that threats to the economic landscape
remain, and that persistent inflation and geopolitical events have
the potential to undermine recent progress. Nevertheless, we are
confident that the momentum that we have created over recent years
has the potential to provide a continuing increase in our market
share, while general recognition that the Model Portfolio Service
approach to asset management is a growing sector of the industry
and will, in the absence of headwinds, combine to provide a
strong platform for further progress.
Finally, I would like to express my
gratitude to shareholders for their continued support, to clients
for their trust and loyalty, to advisers for their partnership and
collaboration, and to our employees for their loyalty and
commitment. I look forward to another successful year ahead
for Tatton Asset Management plc.
Roger Cornick
Chairman
Chief Executive Officer's Review
CREATING THE ENVIRONMENT FOR
GROWTH
This year marks the end of our three-year "Roadmap to Growth"
strategy, wherein in 2021, we set ourselves the ambitious target of
increasing our AUM by £6bn, from what was then £9bn to £15bn,
through a combination of organic growth and
acquisitions.
While we were close to reaching the
target at this year's interim result, I am now delighted to say
that we have exceeded the target with a final value of
AUM/AUI1 of £17.6bn
as of 31 March 2024, 17.4% ahead of the original target. While we
delivered the £17.6bn through a combination of organic growth and
acquisitions, I am particularly pleased that we would have exceeded
the target due to purely organic growth alone, through a
combination of £5.4bn of net inflows and a positive investment
performance of £1.5bn over the three-year period. We can add to
that the two strategic acquisitions of £0.65bn of Verbatim Funds
and £1.05bn of AUI from 8AM Global Limited, which complemented
the organic growth to reach the £17.6bn milestone.
Financial Performance
This year has been another
challenging year for many businesses, due to a combination of
continued geopolitical and global economic influences that
have continued to impact not only the markets generally, but also
the key areas in which we operate. As in prior years, we are
not immune to the impacts of these events. However, we have
continued to adapt and respond to the challenges that we face by
continuing to focus on servicing the customer and IFA community
while expanding our distribution footprint, with a view to
maintaining and increasing our market share wherever possible. This
aim is underpinned by our long-term track record of consistent
investment performance and market-leading customer service and
communications, which, when combined with our existing IFA
distribution partnerships, continue to drive the success of the
business. We were delighted to have this validated through being
recognised in a recent Defaqto DFM survey as both the preferred and
the most recommended DFM MPS provider.
Group revenue increased by 13.9% to
£36.8m (2023: £32.3m) and Group adjusted operating profit¹
increased by 12.9% to £18.5m, with an adjusted operating
profit1 margin that
was broadly in line with the prior year of 50.3% (2023: 50.7%). Our
operating profit was £16.5m, in line with that of the
prior year of £16.6m. We ended the year with cash on
the balance sheet of £24.8m (2023: £26.5m).
1. Alternative performance measures
are detailed in note 27.
Tatton revenue increased strongly by
19.0% to £30.9m, which was accompanied by a new record for organic
net inflows in the year of £2.303bn, 18.1% of opening AUM. Net
inflows in the first half of the year were £0.910bn with the
second half of the year materially improving to £1.393bn.
We are pleased that net inflows stayed consistently strong
throughout the year, averaging £192m per month. This was split
£152m in the first six months and a significant
improvement to £232m in the second six months. Clearly, the second
half of the year was much stronger, although there was no
single event responsible for this strong performance; it was due to
a general improvement across the board with the last three months,
and particularly March, being very strong. In addition to organic
flows, the markets added a further £1.538bn over the year, with
the second half of the year accounting for £1.438bn. During
the year, we disposed of our £25m AIM portfolio and, with 8AM
Global contributing £1.053bn of AUI, our total
AUM/AUI1 finished the year at £17.604bn.
|
Total
£bn
|
Opening AUM 1 April 2023
|
12.735
|
Organic net inflows
|
2.303
|
Market and investment
performance
|
1.538
|
Disposal of AIM portfolio
|
(0.025)
|
Closing AUM 31 March 2024
|
16.551
|
8AM - AUI1
|
1.053
|
Total closing combined AUM/AUI1 31 March
2024
|
17.604
|
Tatton adjusted operating
profit1 increased
by 22.8% to £19.4m (2023: £15.8m) and the adjusted operating
profit1 margin increased to 63.0% (2023: 61.1%).
Operating profit margin fell to 60.2% from 65.6%, partly due to a
large release of contingent consideration payable on 8AM and
Verbatim in the prior year of £2.7m, while this year took the
impact of an impairment of £1.3m against the investment in 8AM.
While we have continued to invest in the business to drive
future growth, this year saw the benefit of the sale of AIM, which
overall, contributed a one-off gain by adding £0.5m to the adjusted
operating profit1 of Tatton. Tatton continues to account
for a greater proportion of the income and now stands at 83.9% of
Group revenue, along with contributing the vast majority of the
Group operating profit.
Paradigm revenue decreased by £0.5m,
or 7.1%, to £5.9m. In many ways this was a very resilient
performance from the business. While the consultancy element
of this business remained stable, albeit losing a small number of
firms to consolidation, as predicted the Mortgages business faced
a more difficult year, with completions reducing by 9.7%
to £13.1bn (2023: £14.5bn). This was in line with guidance,
but was, more importantly, a good result when compared to the
UK gross mortgage market, which fell by 29%. As a consequence of
reduced revenue and investment in the cost base, which included the
full-year effect of new personnel and cost inflation, the adjusted
operating profit1
fell to £1.8m (2023: £2.4m) with a margin of 29.9% (2023: 37.5%),
with a similar fall in Operating profit and related margin
delivering £1.5m at 25.6% (2023: £2.2m at 34.5%).
Strategy: Progress and Market Trends
Our vision has always been to create
lasting and sustainable growth by being the preferred provider for
IFAs. To achieve and support this vision, we have offered products
and services that are competitive in the market and that help
IFAs give better advice to their clients. We have also sought
to improve our market position by growing our client base and
increasing our AUM while expanding our range of service offerings.
After celebrating our 10th anniversary last year and completing our
'Roadmap to Growth' strategy this year, we look forward with
excitement and the same passion for the business that we have
always had, and we are eager to enter the next phase of our growth
and development as a business.
We constantly monitor the IFA sector
to identify the trends and the direction of the broader market, and
how we can assist in developing and creating solutions that help
the IFA with their own strategic direction and growth, while
supporting their clients and improving client outcomes.
In response to considering how we can further support
our IFAs, during the year we made an investment of £0.5m
in Fintegrate Financial Solutions Limited, a company which
provides a financial planning software tool to IFAs.
There have been two main trends
lately across the IFA sector. The first involves the growing use of
the MPS solution, as IFAs have increasingly delegated investment
decisions to an independent DFM; Tatton has been a major
beneficiary of this trend. The second trend, consolidation, has
been a rising factor in the wider IFA market. Some market
consultants think that over time, the market will consolidate
further, whereby five or six major consolidators will take over
about half of the market. I do not agree with this view, as I
think that there will always be a demand for the independent local
high-street IFA. When IFAs wish to retire, I can see many younger
IFA businesses wanting to buy them up. Some consolidators think
that it is just a matter of aggregation, i.e. buying firms at
a lower price than their target exit value, while others aim to
vertically integrate the firms. We think that there is more to this
process than that, and we continue to research and consider
possible alternative solutions.
Market Development
The core trends that continue to
drive growth regarding the adoption of UK MPS remain unchanged,
with the key aspect being outsourcing portfolio management
responsibilities, which allows the advisers to focus on financial
planning and client relationships and on continuing to grow and
improve their businesses. The MPS market has continued to show
significant growth and, as in prior years, the assets held on
platform and in MPS remain the fastest-growing area for Wealth
Managers and are becoming a substantial part
of the investment landscape. Platforum, industry research
consultants, have provided a market update which supports the
view that this trend is set to continue. There was last
reported over £139bn of MPS assets on platform as of December 2023,
which accounted for 19.3% of the £722bn of assets on platform
in total, an increase from 16% in the previous year. We believe
that the market remains on track to reach £200bn by 2027.
Extending the picture globally reinforces this view, as the
current level of $4.2tn of assets being held in MPS is set to
increase to $10tn by 20282.
The market remains competitive with
over 100 MPS providers made up of new entrants and traditional
investment managers. Pricing has continued its downward trend, with
average pricing levels now being 19bps, although a broad range is
still found within the pricing landscape. Tatton remains very
competitive and, when coupled with our long-term track record of
consistent investment performance and market-leading customer
service and communications, and combined with our IFA distribution
partnerships, our proposition remains market-leading and
compelling.
Regulation
Consumer Duty legislation came into
effect in July 2023 and it has been a factor in the IFAs'
shift from in-house managed portfolios to third party MPS
providers. The FCA has made it clear that they wish firms to
act in the best interests of their retail customers, which includes
considering moving some investment clients' portfolios from more
costly bespoke models to simpler model portfolios, if these are
more suitable for the customer's investment size, as laid out under
the Duty's price and value outcome principle. I remain of the view
that third party MPS providers are well placed to meet
the regulation's requirements by offering low-cost and
competitive investment options for clients, while helping
the IFA to comply with Consumer Duty requirements.
As an MPS-focused investment manager, this requirement
of Consumer Duty aligns with our strengths in putting
the adviser at the centre of the value chain and enabling
the delivery of better client outcomes.
1. Alternative performance measures
are detailed in note 27.
2. Fundscape: How to win business
and influence model portfolios.
Paradigm
Overall, Paradigm delivered a
resilient performance this year. Paradigm Consulting remained
stable, although Paradigm Mortgages' performance was not immune
from the challenges created by a difficult housing market wherein
the resilience of all intermediary participants was tested. During
the year, the housing purchase market stalled, which impacted the
available product mix and the resultant margins. In addition,
affordability constraints, which were driven by higher borrowing
costs (with rates peaking in August 2023 at 5.25%, three times
higher than those two years prior), impacted both new buyers and
those rolling off less expensive fixed-term deals. As in prior
periods, lenders focused on retaining their existing customers, and
Product Transfer ("PT") (fixed-rate maturities) business rose. This
change was at the expense of more margin-rich remortgage
business and buy-to-let volumes, which also suffered when both
funding and affordability constraints made their mark.
As we look forward with confidence,
activity and demand are improving, as evidenced by greater numbers
of sellers and prospective buyers, with mortgage applications and
approvals at their highest levels in 18 months. Property values
epitomise this resilience since UK house prices remained largely
unchanged on a monthly basis, with the latest research suggesting
that house prices will increase by 2.5% in 2024. That being
said, the market remains sensitive to short-term fluctuations;
although Paradigm anticipates another challenging year, we do
believe that as the economic outlook improves and interest rates
inevitably decline, homebuyers will gain confidence from a period
of relative stability. Pent-up consumer demand, underpinned by
improving affordability, will drive transaction volumes upward.
While brokers will not ignore the opportunities presented by PTs,
they will benefit from improvements in the Purchase and
Remortgage markets, both of which offer greater margins. This
positive outlook should be balanced by the general state of
political uncertainty in the UK in the run-up to the general
election, together with wider global uncertainties that have
the capacity to disrupt market stability. As a result, many
commentators believe that there are unlikely to be meaningful
falls in mortgage rates this year, while there is still the
potential for short-term fluctuations in the cost of debt and house
prices.
Therefore, when evaluating the short
to medium term, Paradigm's positive membership growth, which is up
by 9.4% on the prior year, is predicted to continue and should
result in increased completion volumes for 2025, essentially
returning back to 2022/23 levels of c.£14.3bn. With a stronger
economic performance expected in 2025 and 2026, we maintain a
broadly positive outlook.
Strategic Goals and Priorities
•
|
AUM expansion and organic
growth
|
|
-
|
Target AUM/AUI1 of £30bn
by March 2029, a cumulative annual growth rate of
11.3%
|
|
-
|
Consistently achieve a minimum
average of £2bn of net inflows per
annum
|
•
|
Strategic acquisitions and
partnerships
|
|
-
|
Identify and execute targeted
acquisitions that align with our business model and enhance our AUM
and our wider proposition
|
|
-
|
Forge new partnerships to aid
distribution, broaden our reach, and access new markets
|
•
|
Expand Distribution
|
|
-
|
Build on our recent success by
delivering further strategic partnerships and collaborations with
larger IFA firms, delivering enhanced client outcomes
|
•
|
Paradigm market share
|
|
-
|
Continue to increase the number of
firms that utilise Paradigm, specifically, by taking a greater
share of the available mortgage broker and intermediary market and
increasing the level of mortgage completions
|
Outlook and summary
In summary, the Group has delivered
another strong year of growth in terms of net inflows and
AUM, while also demonstrating continued resilience when seen
against the backdrop of what has been another difficult
year across markets and the general economy. As we welcome the
coming years, we are excited by the future opportunities that we
have as a business, and we look forward to maintaining our focus
on the strategic initiatives that we have set out and
delivering the next phase of our growth and vision for the
future.
This success would not be possible
without the unwavering commitment and hard work of our entire team
across the Group. I extend my sincere gratitude for their enduring
dedication to serving our customers and clients; their
extraordinary abilities continue to be the foundation of our
achievements.
Paul Hogarth
Chief Executive Officer
Q&A with our Chief Executive
Officer
What has been the impact of Consumer Duty over the last 12
months and how do you see it moving forward?
It would appear that the focus from
the regulator so far has been on the larger product
manufacturers and, indeed, platforms. IFAs are now, in the main,
totally up to speed with Consumer Duty and what is required
from them to comply. We are starting to see some signs of pockets
of traditional discretionary fund management making its way to MPS.
I would expect this trend to continue and gather momentum,
which should be a tailwind for our business.
How
has the IFA sector been impacted by Private Equity consolidators
over the last few years?
Private equity ("PE") has been very
active in the wealth management arena. They have led the
consolidation trend in the platform market, where numerous
platforms are now owned by PE. They have also backed IFA
consolidation and, indeed, the leading consolidators
are nearly all owned by PE. I do not necessarily see this
as a bad thing, as this highlights the true value of
IFA practices. The principals of the IFA businesses are, therefore,
encouraged to grow and invest in their business to take advantage
of this at a future date.
Do
you see the continued growth of Model Portfolio Solutions over
the coming years?
Absolutely, yes. As a business, we
continue to look to see if there are other propositions
that fulfil all the positive elements that the MPS service
provides. The combination of price, consistent investment
performance and client outcomes, along with the transparency and
simplicity of the product, underpins continual growth. At the
moment, and in general, I cannot see a better place for
clients' hard-earned capital.
How
do you see technology and, in particular,
artificial intelligence ("AI") impacting the
investment world in the near to medium
term?
We believe that IFAs should embrace
AI as a tool to help them improve the efficiency of their
businesses and deliver some of the more automated services
that they provide. Simple tools and solutions that can help to
record annual review meetings and client conversations must be a
good starting point. Overall, I see AI making a really
positive contribution to what we do, although ultimately, I do not
think AI is a threat to our business and will not replace human
interaction and the investment decision-making process.
How
do you keep the TAM team constantly motivated?
We are still a small, growing
business benefitting from our continued growth and offer a great
place to work. We are small enough to know everyone's first name
and appreciate the contribution each individual makes to
the success of the overall business. We naturally reward
success with performance related pay, bonuses and options where
appropriate. We have a strong service-led culture that permeates
through the business and reflects the values to which we aspire.
The Board and senior management have always had an open door policy
and openly communicate our corporate goals and acknowledge
individual achievement.
Chief Investment Officer's Report
the first 10 years builds a
foundation for the next
Proposition development
We continue to benefit from the
strength of our relationships with the advisers that recommend
Tatton's investments to their clients. Our business model, which
has the genuine synergy created by mutual benefit, remains flexible
and responsive to the needs of IFAs and meeting their clients'
desired outcomes.
Listening and responding to feedback
enables Tatton to build the IFA relationship based on the trust
created by long-term delivery. Central to this is the consistency
of our portfolio management approach, which generates
sustained repeatable investment performance and is
not reactive to short-term market distractions.
As part of this, we expanded our
Overlay Strategy to our Tracker and Global models, as they had
reached a sufficient scale. The Overlay Strategy, created in 2016
for Tatton's Managed models, uses an open-ended structure created
at each risk profile, which provides access to alternative share
classes, improved trading and smoother portfolio management. With
this expansion, the majority of Tatton's models now benefit from
the significant efficiencies and dynamic investment opportunities
the Overlay Strategy brings.
Responding to adviser feedback and
rising interest rates, in August 2023, we launched the Tatton
Money Market Portfolio, a portfolio of ultra-low-risk money market
funds, to give investors access to higher rates of interest on
cash than they could receive from a standard notice bank account
and maintain control of their asset through their chosen investment
platform.
We have also improved our client
reporting by enabling advisers to personalise performance charts in
our monthly and quarterly factsheets. We also enhanced our
portfolio update reporting by making it more accessible through
our new Portfolio Decisions report. All these reports are
automated and generated for each adviser through the Tatton Portal,
increasing the direct support of their day-to-day client
reports.
2023/24 capital markets and returns
Tatton's strength is our clearly
defined investment process and the robust discipline of the
investment team. Our focus remains on being long-term investment
managers and we are not distracted by short-term market
narratives.
The last year duly rewarded
long-term investors. Capital markets rebounded strongly from the
2022 downturn. Holders of risk assets saw significant returns as
worries about inflation, interest rates and global recession faded.
Returns were pleasing for the markets and our portfolios, which
were suitably positioned to take advantage of the opportunities
that arose.
During the 2022/23 period, we saw
the sharpest monetary policy squeeze in a generation. Spiking
global inflation forced central banks to rapidly raise interest
rates, pushing up government bond yields. Market sentiment showed
concerns over the central banks keeping rates 'higher for
longer' but through 2023/24 it looked increasingly certain
that interest rates will be cut. The forward rate curve informs
us that the markets see The Bank of England and the US Federal
Reserve to have all but confirmed that their next rates move will
be a cut, and expectations of a looser policy have already
propelled risk assets.
The turnaround started in bond
markets. Indications last summer were that the inflation crises
might be over, but it was not until the end of October that market
confidence rose. Falling inflation and a growing expectation of
rate cuts helped bring an extremely difficult period for bonds to
an end. This brought tactical return opportunities through active
duration management in the Overlay Strategy.
Equities markets followed. Falling
bond yields made equities more attractive and this valuation effect
clearly impacted prices, but the rally was not just about that
adjustment. Towards the end of 2023, markets also anticipated
rebounding global growth. This delivered an incredible 'Santa
Rally' in December, and the first three months of 2024 were
similarly positive.
Investment portfolio returns
1
year, 1 April 2023 - 31 March 2024
Tatton investment returns (%) - core
MPS product set (annualised, after DFM charge and fund
costs)
|
Tatton
Managed
|
Tatton
Tracker
|
Tatton
Blended
|
Tatton
Ethical
|
ARC
PCI1
|
Defensive
|
5.3
|
6.5
|
5.9
|
9.6
|
4.7
|
Cautious
|
8.2
|
9.1
|
8.6
|
11.4
|
7.3
|
Balanced
|
10.6
|
11.2
|
10.9
|
12.8
|
7.3/9.32
|
Active
|
12.4
|
13.0
|
12.7
|
14.2
|
9.3
|
Aggressive
|
14.5
|
14.4
|
14.4
|
15.2
|
11.1
|
Global Equity
|
20.6
|
19.6
|
20.1
|
16.6
|
11.1
|
3
years, 1 April 2021 - 31 March 2024
Tatton investment returns (%) - core
MPS product set (annualised, after DFM charge and fund
costs)
|
Tatton
Managed
|
Tatton
Tracker
|
Tatton
Blended
|
Tatton
Ethical
|
ARC
PCI1
|
Defensive
|
0.0
|
0.7
|
0.4
|
0.7
|
0.6
|
Cautious
|
2.3
|
3.0
|
2.7
|
2.3
|
2.0
|
Balanced
|
4.2
|
4.7
|
4.5
|
3.6
|
2.0/3.02
|
Active
|
6.0
|
6.3
|
6.1
|
5.1
|
3.0
|
Aggressive
|
7.4
|
7.6
|
7.5
|
6.2
|
3.6
|
Global Equity
|
9.0
|
9.0
|
9.0
|
6.9
|
3.6
|
1. ARC PCI - Asset Risk
Consultants Private Client Indices ("PCI").
2. Balanced Portfolios are
measured against both ARC Balanced Asset PCI and ARC Steady Growth
PCI as, in risk terms, the Balanced Portfolios lie in the middle of
these Indices.
Underlying that growth story was the
drop in global inflation. Growth has been surprisingly resilient
against rapid interest rate hikes, and markets became convinced
that this will carry on through to eventual rate cuts - more so for
the US, where consumer demand has stayed surprisingly strong for
years. Markets seem to believe that inflation will come all the way
down without high rates hurting the economy too much.
That belief has effectively saved
markets from the typical recession at the end of a growth cycle,
and we have effectively 'rewound' into an a mid-cycle environment.
When rates inevitably fall, we expect this will bring opportunities
for smaller businesses - and they will already be starting from a
strong point, with so few 'going bust' compared to previous
cycles.
In the first quarter of 2024, the
rally broadened, having previously focused on large US tech
companies - the so-called "magnificent seven". The tech domination
created misplaced fears of another dotcom-style bubble, as those
companies have been propelled by growing profits and not just
exuberance.
A notable feature of the capital
market rally was the fall in stock market volatility during
that period, despite yields rebounding and expectations for rate
cuts being pushed further into the future. This shows that
investors have a bigger appetite for risk assets. That attitude is
an endorsement of the global economy and there are
opportunities, but with high valuations there is also room for
disappointment, and this creates patches of volatility, as seen in
early April. Markets may be too positive for our liking.
Outlook
It looks like the remainder of 2024
should be a calmer period than the immediately preceding
years. The pricing of volatility options tells us that
investors think risks are low - but that is not the same thing as
risks actually being low. Markets can still fall and, with
price-to-earnings ratios so high (especially in the US), there is a
sense that any extra shocks could impact hard. However, markets
have demonstrated notable resistance and there is no clear signal
that positive sentiment will falter at this time.
This year will see general elections
in the UK and US, both of which should interest markets.
Britain looks certain to get a change of government. Capital
markets appear completely unphased, though in large part because
they are expecting very little to change. The Starmer-led Labour
party has firmly pushed its centrist credentials and is likely to
pursue a very similar economic policy to Rishi Sunak and
Jeremy Hunt. Politics always has the capacity to create surprises,
so we note that policies could alter in the run-up to the
election.
The US presidential election outcome
is much more uncertain. Donald Trump is the very slight favourite
in a rematch with President Biden. There will be more drama
as we approach November. In particular, there could be
accusations of bias thrown at the Federal Reserve if it is
perceived to be helping Biden to cut rates. How this affects bonds
and the US Treasury's massive debt pile will be crucial.
Tatton will continue to stick to our
principles and pursue a calm stewardship of our clients'
investments. Short-term market dramas can be hard to ignore, but so
often, the consistent management of long-term investments require
us to do exactly that. Our portfolio performance in the last
year vindicates this strategy, and we have every faith that
it will continue to do so.
Our principles of long-term
stewardship have helped us not only in terms of market
returns, but in terms of growing and thriving as a business. We are
proud to have gained a reputation as a safe, professional
guardian of clients' investments. This has allowed us to grow,
even through difficult periods in recent years.
The heart of our model is about
working with IFAs to manage their clients' savings and investments
to create their best outcomes. We focus on calm, clear and
consistent stewardship so that IFAs can focus on clients'
individual needs. We will always strive to communicate what we are
doing and why with utmost clarity, and we are thankful to IFAs for
telling us what is best for their clients. As ever, maintaining
these high standards will be key to our success.
LOTHAR MENTEL
Chief Investment Officer
Chief Financial Officer's Report
GROWTH DRIVes STRONG FINANCIAL
RESULTS
Overview
The Group has demonstrated again the
strength of its business model. Despite a year of geopolitical
tensions, global inflation and the resulting high interest rates,
the Group has continued to deliver its market leading,
customer-focused service across both Tatton and Paradigm. The
financial performance of the Group has continued to go from
strength to strength, delivering record net inflows that have
driven double-digit growth in revenue and adjusted operating
profits¹, with operating profit remaining broadly in line year on
year. The Group's strong financial fundamentals are also
demonstrated on the balance sheet, with high liquidity through a
cash-generative operating model.
Revenue and profits
Group revenue increased by 13.9% to
£36.8m (2023: £32.3m). Due to the continued growth in our AUM,
Tatton's investment-related income now accounts for 83.9% (2023:
80.2%) of our total Group revenue, a trend that
is anticipated to continue through our focused strategy
and continuation of current market trends. Tatton revenue
increased by 19.0% to £30.9m (2023: £25.9m). While many asset
managers have continued to see outflows and redemptions this
year, Tatton's AUM/AUI1 increased by 26.9% to reach
£17.6bn (2023: £13.9bn), driven by our highest-yet net inflows
of £2.3bn, 18.1% of opening AUM, with markets adding a further
£1.5bn in the year. As Tatton's AUM was significantly higher
in March 2024 than in March 2023, the level of trade receivables
and accrued income on the balance sheet has also increased
significantly from £2.9m to £4.3m.
Tatton's adjusted operating profit¹
increased by 22.8% to £19.4m (2023: £15.8m) and its adjusted
operating profit margin¹ increased to 63.0% (2023: 61.1%). Its
operating profit increased to £18.6m (2023: £17.0m), with a
fall in margin from 65.6% to 60.2% due to the impact of
an impairment in the investment in 8AM of £1.3m.
Paradigm's adjusted operating
profit¹ fell to £1.8m from £2.4m due to a reduction in mortgage
completions in the year, which we had anticipated. There was a
similar reduction in operating profit to £1.5m (2023: £2.2m). While
the UK gross mortgage market fell by 29%, Paradigm's completions
fell by only 9.7% to £13.1 billion, a robust performance in the
circumstances. Paradigm's adjusted operating profit¹ margin
decreased to 29.9% (2023: 37.5%) with operating profit margin of
25.6% (2023: 34.5%). Paradigm is obviously leveraged to the UK
mortgage market and we anticipate margins increasing in line with
the expected increase in completion volumes in the coming
year.
Group operating profit was £16.5m
(2023: £16.6m). This includes the increase in administrative
expenses of £3.3m in the year, of which £1.0m relates to separately
disclosed items; this excludes the £1.25m impairment on 8AM not
included within administrative expenses. Underlying growth in costs
excluding these items is £2.3m, or an increase of 14.3%.
Of this growth, 11.7% is people cost related, relating to
investment in new employees and salary increases, with 5.2%
relating to variable pay that reflected the strong net inflows
and financial performance this year. The remaining increase
in administrative expenses predominately reflects the
investment in marketing and distribution activity, along with
governance and compliance costs. Operating profit also includes a
gross contribution of £0.5m from the disposal of our AIM
portfolio in September 2023. The net impact year on year
is a modest increase of £0.3m when including the revenue
foregone in the second half of this year.
Results of joint ventures
The Group's share of the loss from
joint ventures is £1.2m (2023: £0.2m profit), including £1.3m of
impairment of the investment in 8AM. Further details are included
in note 13.
Separately disclosed items
Separately disclosed items are
adjusting items to Operating profit and total £2.1m. This includes
the cost of share-based payments of £1.5m, in line with
the prior year of £1.5m, amortisation of acquisition-related
intangible assets of £0.6m, a credit relating to fair value gain on
contingent consideration of £1.4m, and an exceptional item of an
impairment loss of £1.3m, as detailed above. An adjustment
has also been made to remove the operating loss relating
to the non-controlling interest in Fintegrate Financial
Solutions Limited ("Fintegrate"), a small investment made during
the year, of £0.1m to reflect the Adjusted operating
profit1 attributable to shareholders of TAM.
At March 2024, one contingent
consideration payment remained outstanding relating to the
acquisition of 8AM, which is dependent on reaching target
profitability. At the year end, the Group has considered the
performance of the business and released £0.9m of contingent
consideration liability, leaving £nil remaining on the balance
sheet. The fair value of the two contingent consideration payments
remaining relating to the Verbatim funds, acquired in 2021, has
also been reduced by £0.5m. These releases have contributed to the
reduction in the balance of trade and other payables as at March
2024 to £9.1m (2023: £10.2m), along with a payment
of contingent consideration of £0.9m. In the prior year,
the fair value gain on contingent consideration was
£2.7m.
Statutory
|
Mar-24
|
Mar-23
|
Operating profit (£m)
|
16.464
|
16.610
|
Basic EPS (p)
|
21.39
|
22.43
|
Diluted EPS (p)
|
21.02
|
21.70
|
Cash generated from operations
(£m)
|
16.930
|
15.790
|
Alternative performance measures ("APMs")
A comparison between key statutory
measures and APMs is detailed in the table above, with further
information as to the reconciliation between the two
measures being provided in note 27. The APMs provide additional
information to investors and other external shareholders to
provide additional understanding of the Group's results of
operations as supplemental measures of performance. The APMs are
used by the Board and management to analyse the business and
financial performance, track the Group's progress and help develop
long-term strategic plans. Some APMs are also used as key
management incentive metrics.
Finance income/(costs)
The Group has recognised finance
income of £0.6m (2023: £nil) due to the interest received on
corporate cash. Finance costs have reduced from £0.6m to £0.4m as a
result of the Group's banking facility coming to an end in the
year.
Taxation
The Group's tax charge for the year
is £3.8m (2023: £2.6m), an effective tax rate of 23% (2023: 16%).
The charge has increased this year, largely due to the increase in
the corporation tax rate to 25%. In addition, the prior year's
effective tax rate was reduced due to release of £2.7m of
contingent consideration which is non-taxable. This year's results
included non taxable income of £1.4m relating to the release of
contingent consideration, offset by the £1.3m impairment loss which
is not deductible. The Group has recognised a deferred tax asset of
£2.7m (2023: £1.3m), which has grown in the year due to the
increase in the value of unexercised share options as a result of
the increase in TAM's share price. This deferred tax asset is
expected to be recoverable against future profits.
Acquisition
During the year, the Group acquired
a controlling interest in Fintegrate, a digital financial
planning software company. The acquisition of Fintegrate was
made in order to broaden the support services that the Group can
offer to its IFA firms. The Group paid £0.5m for 56.49% of the
share capital of Fintegrate, and has recognised on acquisition
£0.5m of goodwill and £0.4m of software; see note
25.
Statement of financial position and cash
The Group's balance sheet remains
strong, with net assets of £43.3m (2023: £41.8m) and cash of
£24.8m (2023: £26.5m). The Group maintains a very strong operating
cash conversion of over 90%; however during the year, there was a
reduction in cash held on the balance sheet, explained by strategic
cash allocation decisions. In addition to the items already
detailed, the Group acquired 658,800 of its own shares
for £3.3m in the Employee Benefit Trust for the purpose
of managing employee incentives and to protect against future
share price fluctuations. We also paid £10.8m in dividends
this year.
Our financial resources are
kept under continual review, ensuring that we have headroom over
our regulatory capital requirements at both a Group and entity
level. We formally review comprehensive stress and conduct scenario
testing on at least an annual basis.
Alternative performance
measure
|
Mar-24
|
Mar-23
|
Adjusted operating profit
(£m)
|
18.514
|
16.402
|
Adjusted basic EPS (p)
|
23.73
|
21.72
|
Adjusted fully diluted EPS
(p)
|
22.91
|
20.61
|
Cash generated from operations
before exceptional items (£m)
|
16.930
|
16.188
|
£'000
|
31-MaR 2024
|
31-Mar
2023
|
Total equity
|
43,334
|
41,781
|
Less: Foreseeable
dividend
|
(4,841)
|
(6,000)
|
Less: Non-qualifying
assets
|
(21,405)
|
(20,972)
|
Total qualifying capital
resources
|
17,088
|
14,809
|
Less: Capital requirement
|
(4,274)
|
(4,400)
|
Surplus Capital
|
12,814
|
10,409
|
% Capital resource requirement
held
|
400%
|
337%
|
Capital allocation
As we grow, capital allocation
decisions will continue to be made in a manner that supports
the Group's strategic objectives, maximises shareholder value and
sustains long-term growth. We will continue to invest in strategic
initiatives through prioritising organic investment in our product
offering but also by making strategically aligned investments and
acquisitions. This year, return on capital employed1 was 41.9%
(2023: 42.2%). The Board regularly reviews the Group's capital
structure to ensure alignment with the Group's strategic objectives
and will respond, should the needs of our business and market
change.
Earnings per share ("EPS")
Basic EPS reduced slightly to 21.39p
(2023: 22.43p). Despite the growth in revenue in the year, the
prior year results included the release of £2.7m of contingent
consideration, with a smaller further release in the current year
of £1.4m. This, along with £1.3m of impairment in the investment in
8AM, have contributed to the reduction in basic EPS. However,
removing the impact of separately disclosed items, adjusted fully
diluted EPS¹ has increased by 11.2% to 22.91p (2023: 20.61p), with
adjusted diluted EPS of 23.32p (2023: 21.01p).
Dividends
The Board is recommending a final
dividend of 8.0p. When added to the interim dividend of 8.0p, this
gives a full year dividend of 16.0p (2023: 14.5p), an increase of
10.3% on the prior year. This proposed dividend reflects our
underlying confidence in our business and follows the 50/50 split
highlighted at the half year, maintaining our policy of paying
a dividend that is approximately 70% of the adjusted earnings. If
approved at the Annual General Meeting, the final dividend
will be paid on 6 August 2024 to shareholders on the register on 28
June 2024.
Risk management
Risk is managed closely; it is
spread across our businesses and managed to individual materiality.
Our principal risks have been referenced primarily on pages 23 to
25 of the 2024 Annual Report. We choose key performance indicators
that reflect our strategic priorities of investment, growth and
profit, and these are detailed on pages 18 and 19 of the 2024
Annual Report.
The Strategic Report found on pages
1 to 45 of the 2024 Annual Report has been approved and authorised
for issue by the Board of Directors and signed on their behalf
on 17 June 2024 by:
Paul Edwards
Chief Financial Officer
1. Alternative performance measures
are detailed in note 27.
Consolidated Statement of Total Comprehensive
Income
for
the year ended 31 March 2024
|
NOTE
|
31-MAR
2024
(£'000)
|
31-MAR
2023
(£'000)
|
Revenue
|
5
|
36,807
|
32,327
|
Share of (loss)/profit from joint
ventures
|
13
|
(1,188)
|
160
|
Administrative expenses
|
|
(19,155)
|
(15,877)
|
Operating profit
|
6
|
16,464
|
16,610
|
• Share-based payment
costs
|
7
|
1,458
|
1,511
|
• Amortisation of
acquisition-related intangibles
|
7
|
633
|
534
|
• Operating loss relating to
non-controlling interest
|
7
|
59
|
-
|
• Gain arising on changes in fair
value of contingent consideration
|
7
|
(1,350)
|
(2,651)
|
• Exceptional items
|
7
|
1,250
|
398
|
Adjusted operating
profit1
|
|
18,514
|
16,402
|
Finance income
|
8
|
640
|
-
|
Finance costs
|
9
|
(353)
|
(614)
|
Profit before tax
|
|
16,751
|
15,996
|
Taxation charge
|
10
|
(3,830)
|
(2,623)
|
Profit and total comprehensive income for the financial
year
|
|
12,921
|
13,373
|
Profit and total comprehensive income attributable to owners
of the Parent Company
|
|
12,986
|
13,373
|
Profit and total comprehensive income attributable to
non-controlling interests
|
|
(65)
|
-
|
|
|
|
|
Earnings per share -
Basic
|
11
|
21.39p
|
22.43p
|
Earnings per share -
Diluted
|
11
|
21.02p
|
21.70p
|
Adjusted earnings per share -
Basic1
|
11
|
23.73p
|
21.72p
|
Adjusted earnings per share -
Diluted1
|
11
|
23.32p
|
21.01p
|
Adjusted earnings per share - Fully
Diluted1
|
11
|
22.91p
|
20.61p
|
1. See note 27.
All revenue, profit and earnings are
with respect to continuing operations.
There were no other recognised gains
or losses other than those recorded above in the current or prior
year, therefore, a Statement of Other Comprehensive Income has
not been presented.
Consolidated Statement of Financial Position
as
at 31 March 2024
|
NOTE
|
31-MAR
2024
(£'000)
|
31-MAR
2023
(£'000)
|
Non-current assets
|
|
|
|
Investments in joint
ventures
|
13
|
5,352
|
6,762
|
Goodwill
|
14
|
9,796
|
9,337
|
Intangible assets
|
15
|
3,686
|
3,615
|
Property, plant and
equipment
|
16
|
816
|
454
|
Deferred tax assets
|
19
|
2,571
|
1,258
|
Other receivables
|
17
|
188
|
-
|
Total non-current assets
|
|
22,409
|
21,426
|
Current assets
|
|
|
|
Trade and other
receivables
|
17
|
5,108
|
3,782
|
Financial assets at fair value
through profit or loss
|
21
|
106
|
123
|
Corporation tax
|
|
-
|
121
|
Cash and cash equivalents
|
|
24,838
|
26,494
|
Total current assets
|
|
30,052
|
30,520
|
Total assets
|
|
52,461
|
51,946
|
Current liabilities
|
|
|
|
Trade and other payables
|
18
|
(8,109)
|
(7,911)
|
Corporation tax
|
|
(2)
|
-
|
Total current liabilities
|
|
(8,111)
|
(7,911)
|
Non-current liabilities
|
|
|
|
Other payables
|
18
|
(1,016)
|
(2,254)
|
Total non-current liabilities
|
|
(1,016)
|
(2,254)
|
Total liabilities
|
|
(9,127)
|
(10,165)
|
Net
assets
|
|
43,334
|
41,781
|
Equity
|
|
|
|
Share capital
|
22
|
12,102
|
12,011
|
Share premium account
|
|
15,487
|
15,259
|
Own shares
|
23
|
(3,278)
|
-
|
Other reserve
|
|
2,041
|
2,041
|
Merger reserve
|
|
(28,968)
|
(28,968)
|
Retained earnings
|
|
45,892
|
41,438
|
Equity attributable to owners of the Parent
Company
|
|
43,276
|
41,781
|
Non-controlling interest
|
|
58
|
-
|
Total equity
|
|
43,334
|
41,781
|
The financial statements were
authorised and approved by the Board of Directors on 17 June 2024
and were signed on its behalf by:
PAUL EDWARDS
DIRECTOR
Company registration number:
10634323
Consolidated Statement of Changes in Equity
for
the year ended 31 March 2024
|
NOTE
|
SHARE
Capital
(£'000)
|
SHARE
PREMIUM
(£'000)
|
OWN
SHARES
(£'000)
|
OTHER
RESERVE
(£'000)
|
At 1 April 2022
|
|
11,783
|
11,632
|
-
|
2,041
|
Profit and total comprehensive
income
|
|
-
|
-
|
-
|
-
|
Dividends
|
11
|
-
|
-
|
-
|
-
|
Share-based payments
|
|
|
-
|
-
|
-
|
Deferred tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
Current tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
Issue of share capital on exercise
of employee share options
|
|
52
|
117
|
-
|
-
|
Own shares acquired in the
year
|
23
|
-
|
-
|
(28)
|
-
|
Own shares utilised on exercise
of options
|
23
|
-
|
-
|
28
|
-
|
Issue of share capital on
acquisition of a joint venture
|
|
176
|
3,510
|
-
|
-
|
At
31 March 2023
|
|
12,011
|
15,259
|
-
|
2,041
|
Profit and total comprehensive
income
|
|
-
|
-
|
-
|
-
|
Acquisition of a
subsidiary
|
|
-
|
-
|
-
|
-
|
Dividends
|
11
|
-
|
-
|
-
|
-
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
Deferred tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
Current tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
Issue of share capital on exercise
of employee share options
|
|
91
|
228
|
-
|
-
|
Own shares acquired in the
year
|
23
|
-
|
-
|
(3,347)
|
-
|
Own shares utilised on exercise
of options
|
23
|
-
|
-
|
69
|
-
|
At
31 March 2024
|
|
12,102
|
15,487
|
(3,278)
|
2,041
|
|
MERGER
RESERVE
(£'000)
|
RETAINED
EARNINGS
(£'000)
|
TOTAL
EQUITY ATTRIBUTABLE TO SHAREHOLDERS
(£'000)
|
NON-
CONTROLLING INTEREST
(£'000)
|
TOTAL
EQUITY
(£'000)
|
At 1 April 2022
|
(28,968)
|
34,556
|
31,044
|
-
|
31,044
|
Profit and total comprehensive
income
|
-
|
13,373
|
13,373
|
-
|
13,373
|
Dividends
|
-
|
(7,714)
|
(7,714)
|
-
|
(7,714)
|
Share-based payments
|
-
|
1,307
|
1,307
|
-
|
1,307
|
Deferred tax on share-based
payments
|
-
|
18
|
18
|
-
|
18
|
Current tax on share-based
payments
|
-
|
(102)
|
(102)
|
-
|
(102)
|
Issue of share capital on exercise
of employee share options
|
-
|
-
|
169
|
-
|
169
|
Own shares acquired in the
year
|
-
|
-
|
(28)
|
-
|
(28)
|
Own shares utilised on exercise
of options
|
-
|
-
|
28
|
-
|
28
|
Issue of share capital on
acquisition of a joint venture
|
-
|
-
|
3,686
|
-
|
3,686
|
At
31 March 2023
|
(28,968)
|
41,438
|
41,781
|
-
|
41,781
|
Profit and total comprehensive
income
|
-
|
12,986
|
12,986
|
(65)
|
12,921
|
Acquisition of a
subsidiary
|
-
|
-
|
-
|
123
|
123
|
Dividends
|
-
|
(10,846)
|
(10,846)
|
-
|
(10,846)
|
Share-based payments
|
-
|
980
|
980
|
-
|
980
|
Deferred tax on share-based
payments
|
-
|
760
|
760
|
-
|
760
|
Current tax on share-based
payments
|
-
|
643
|
643
|
-
|
643
|
Issue of share capital on exercise
of employee share options
|
-
|
-
|
319
|
-
|
319
|
Own shares acquired in the
year
|
-
|
-
|
(3,347)
|
-
|
(3,347)
|
Own shares utilised on exercise
of options
|
-
|
(69)
|
-
|
-
|
-
|
At
31 March 2024
|
(28,968)
|
45,892
|
43,276
|
58
|
43,334
|
The other reserve and merger reserve
were created on 19 June 2017 when the Group was formed. The other
reserve comprises the profits of the group entities prior to the
merger, and the merger reserve is the difference between the
Company's capital and the acquired Group's capital, which has been
recognised as a component of equity. The merger reserve was created
through merger accounting principles on the share for share
exchange on the formation of the Group. Both the other reserve and
the merger reserve are non-distributable.
Consolidated Statement of Cash Flows
for
the year ended 31 March 2024
|
NOTE
|
31-MAR
2024
(£'000)
|
31-MAR
2023
RESTATED*
(£'000)
|
Operating activities
|
|
|
|
Profit for the year
|
|
12,921
|
13,373
|
Adjustments:
|
|
|
|
Income tax expense
|
10
|
3,830
|
2,623
|
Finance income
|
8
|
(640)
|
-
|
Finance costs
|
9
|
353
|
614
|
Depreciation of property, plant and
equipment
|
16
|
375
|
384
|
Amortisation of intangible
assets
|
15
|
543
|
661
|
Share-based payment
expense
|
24
|
1,236
|
1,420
|
Post tax share of loss/(profit) of
joint venture less amortisation
and the impairment loss on the investment
|
13
|
1,188
|
(39)
|
Changes in fair value of contingent
consideration
|
7
|
(1,350)
|
(2,651)
|
Changes in:
|
|
|
|
Trade and other
receivables
|
|
(1,576)
|
(146)
|
Trade and other payables
|
|
50
|
(449)
|
Cash flows from exceptional
items
|
7
|
-
|
398
|
Cash generated from operations
before exceptional items
|
|
16,930
|
16,188
|
Cash generated from operations
|
|
16,930
|
15,790
|
Income tax paid
|
|
(3,740)
|
(2,559)
|
Net
cash from operating activities
|
|
13,190
|
13,231
|
Investing activities
|
|
|
|
Payment for the acquisition of a
business combination or joint venture, net of cash
acquired
|
25
|
(254)
|
(152)
|
Dividends received from joint
venture
|
|
255
|
60
|
Purchase of intangible
assets
|
|
(249)
|
(229)
|
Purchase of property, plant and
equipment
|
|
(115)
|
(89)
|
Interest received
|
|
640
|
-
|
Payment of contingent
consideration
|
|
(937)
|
-
|
Net
cash used in investing activities
|
|
(660)
|
(410)
|
Financing activities
|
|
|
|
Interest paid
|
|
(63)
|
(186)
|
Dividends paid
|
11
|
(10,846)
|
(7,714)
|
Proceeds from the issue of
shares
|
|
249
|
132
|
Purchase of own shares
|
23
|
(3,278)
|
-
|
Repayment of loan
liabilities
|
20
|
(18)
|
-
|
Repayment of lease
liabilities
|
20
|
(230)
|
(269)
|
Net
cash used in financing activities
|
|
(14,186)
|
(8,037)
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(1,656)
|
4,784
|
Cash and cash equivalents at the beginning of the
period
|
|
26,494
|
21,710
|
Cash and cash equivalents at the end of the
period
|
|
24,838
|
26,494
|
* See note 2.1 for details regarding
the prior year restatement.
Notes to the Consolidated Financial
Statements
1
General Information
Tatton Asset Management plc (the
"Company") is a public company limited by shares. The address of
the registered office is Paradigm House, Brooke
Court, Lower Meadow Road, Wilmslow, SK9 3ND. The registered
number is 10634323.
The Group comprises the Company and
its subsidiaries. The Group's principal activities are
discretionary fund management, the provision of compliance and
support services to independent financial advisers ("IFAs"), the
provision of mortgage adviser support services and the marketing
and promotion of multi-manager funds.
News updates, regulatory news and
financial statements can be viewed and downloaded from the
Group's website, www.tattonassetmanagement.com. Copies can also be requested from: The Company Secretary,
Tatton Asset Management plc, Paradigm House, Brooke Court,
Lower Meadow Road, Wilmslow, SK9 3ND.
The Company has taken advantage of
the exemption in section 408 of the Companies Act 2006 not to
present its own income statement.
2
MATERIAL Accounting Policies
The principal accounting policies
applied in the presentation of the annual
financial statements are set out below. The accounting policies set
out below have, unless otherwise stated, been applied consistently
to all periods presented in the consolidated financial
statements.
2.1
Basis of preparation
The consolidated financial
statements of the Group have been prepared in accordance with
International Financial Reporting Standards ("IFRSs"), as adopted
by the United Kingdom and International Financial
Reporting Interpretations Committee ("IFRIC") interpretations
issued by the International Accounting Standards Board
("IASB") and the Companies Act 2006. The financial statements of
the Company have been prepared in accordance with UK Generally
Accepted Accounting Practice, including Financial Reporting
Standard 101 "Reduced Disclosure Framework" ("FRS 101").
The consolidated financial
statements have been prepared on a going concern basis and prepared
on a historical cost basis, except for financial assets and
financial liabilities measured at fair value. The
consolidated financial statements are presented in sterling
and have been rounded to the nearest thousand (£'000). The
functional currency of the Company is sterling as
this is the currency of the jurisdiction wherein all of the
Group's sales are made.
The preparation of financial
information in conformity with IFRSs requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during
the reporting period. Although these estimates are
based on management's best knowledge of
the amount, event or actions, actual events may
ultimately differ from those estimates.
A restatement has been made to the
Consolidated Statement of Cash Flows for
the year ending 31 March 2023 to reflect dividends received from
joint ventures as cash flows from investing
activities, whereas it was shown as cash flows from
financing activities in the prior year. This has reduced cash flows
used in investing activities and increased cash flows used in
financing activities by £60,000 in the year ended 31 March
2023.
In the prior year, a separate Joint
venture deficit of £21,000 was presented in the Consolidated
Statement of Changes in Equity. This has been included within
Retained earnings in the current year and the comparatives
restated.
2.2
Going concern
The Board has reviewed detailed
papers prepared by management that consider the Group's expected
future profitability, dividend policy, capital position and
liquidity, both as they are expected to be and also under more
stressed conditions. In doing so, the Directors have
considered the current economic environment, with
its high interest rates, high yet falling inflation, cost
of living pressures, and the impact of climate
change.
Whilst macroeconomic conditions and
the impact of climate change may affect the Group, and are
considered under the Group's principal risks, these are not
considered to impact the going concern basis of the Group - the
Board is satisfied that the business can operate successfully in
these conditions but will continue to monitor developments in these
areas. The Board uses the approved budget as its base case and then
applies stress tests to this. In its stress tests, the Board has
considered a significant reduction in equity market values, for
example if there was a repeat of market impacts seen at the start
of COVID-19, or sudden and high volumes of outflows
from AUM as a result of a reputational, regulatory
or performance issues. This would reduce
revenue and profitability, however the results of these tests show
that there are still sufficient resources to continue as a going
concern. There are not considered to be any plausible scenarios
which would lead to the failure of the Company. The Board closely
monitors KPIs and reports from management
around investment performance, feedback
from IFAs and key regulatory changes or issues. See more information in the Directors' report on
pages 62 to 63 of the 2024 Annual Report. Accordingly,
the Directors continue to adopt the going concern basis
in preparing these financial statements.
2.3
Basis of consolidation
The Group's financial statements
consolidate those of the Parent Company and entities
controlled by the Parent Company (its subsidiaries) as at 31
March 2024. The Parent controls a subsidiary if it has power
over the investee, is exposed, or has rights, to
variable returns from its involvement with the
subsidiary and has the ability to affect those returns through its
power over the subsidiary. The Parent Company reassesses whether or
not it controls an investee if facts and circumstances indicate
that there are changes to one or more of these three elements of
control. Consolidation of a subsidiary begins when the Parent
Company obtains control over the subsidiary and ceases when the
Parent Company loses control of the subsidiary.
All subsidiaries have a reporting
date of 31 March, with the exception of Fintegrate Financial
Solutions Limited which has a reporting date
of 30 June. In the case of joint ventures, those entities
are presented as a single line item in the Consolidated Statement
of Total Comprehensive Income and Consolidated Statement of
Financial Position.
All transactions between Group
companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group
companies. Where unrealised losses on intra-group
asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a
Group perspective. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to
ensure consistency with the accounting
policies adopted by the Group.
Profit or loss and other
comprehensive income of subsidiaries acquired or disposed of during
the year are recognised from the effective date of acquisition
(when control is obtained), up to the effective date of
disposal (when control of the subsidiary ceases), as
applicable.
2.4
Adoption of new and revised standards
New
and amended IFRS Standards that are effective
for the current year
•
|
IFRS 17 "Insurance
Contracts"
|
•
|
Amendments to IAS 8 "Definition of
Accounting Estimates"
|
•
|
Amendments to IAS 1 and IFRS
Practice Statement 2 "Disclosure of Accounting Policies"
|
•
|
Amendments to IAS 12 "Deferred Tax
Related to Assets and Liabilities Arising from a Single
Transaction" and "International Tax Reform - Pillar 2 Model
Rules"
|
The Directors adopted the new or
revised Standards listed above, but they have had no material
impact on the financial statements of the Group.
Standards in issue but not yet effective
The following IFRS and IFRIC
interpretations have been issued but have not been applied by
the Group in preparing these financial statements, as they are
not yet effective. The Group intends to adopt these
Standards and Interpretations when they become
effective, rather than adopting them early.
Effective date 1 January 2024 or later
•
|
Amendment to IAS 1 "Classification
of Liabilities as Current or Non-current"
|
•
|
Amendment to IFRS 16 "Lease
Liability in a Sale and Leaseback"
|
•
|
Amendments to IAS 1 "Non-current
Liabilities with Covenants"
|
•
|
Amendments to IAS 7 and IFRS 7
"Supplier Finance Arrangements"
|
•
|
IFRS S1 General Requirements for
Disclosure of Sustainability-related Financial Information and
IFRS S2 Climate-related Disclosures
|
•
|
Amendments to IAS 21 "Lack of
Exchangeability"
|
•
|
IFRS 18 Presentation and Disclosure
in Financial Statements
|
With the exception of the adoption
of IFRS 18, the adoption of the above standards and interpretations
is not expected to lead to any changes to the Group's accounting
policies nor have any other material impact on the financial
position or performance of the Group. The impact of IFRS 18 on the
Group is currently being assessed and it is not
yet practicable to quantify the effect of this standard on
these consolidated financial statements, however
there is no impact on presentation for the
Group in the current year given the effective date - this will be
applicable for the Group's 2027/28 Annual Report.
2.5
Revenue
Revenue is measured at the fair
value of the consideration received or receivable, and represents
amounts receivable for services provided in the normal course of
business, net of discounts, VAT and other sales-related taxes.
Revenue is recognised when control is transferred and the
performance obligations are considered to be met.
The Group's revenue is made up of
the following principal revenue streams:
•
|
Fees for discretionary fund
management services in relation to on-platform investment
assets under management ("AUM"). Revenue is recognised daily,
based on the AUM on a continuous basis over the
period in which the related service is
provided.
|
•
|
Fees charged to IFAs for compliance
consultancy services, which are recognised when performance
obligations are met. Membership services include support and
software income that is recognised on an over-time basis in
line with the access to the services. Membership services also
includes specific services, such as regulatory visits and learning
and development, and revenue is recognised in line with the service
to the customer, at the point the service is
provided.
|
•
|
Fees for providing investment
platform services. Revenue is recognised on a daily basis, in line
with the satisfaction of performance obligations, on the assets
under administration held on the relevant investment
platform.
|
•
|
Fees for mortgage-related services,
including commissions from mortgage and other product providers and
referral fees from strategic partners. Commission is recognised at
a point in time when commission is approved for payment by the
lender, which is the point at which all performance obligations
have been met.
|
•
|
Fees for marketing services provided
to providers of mortgage and investment products, which are
recognised in line with the service provided to the
customer.
|
Contract assets
A contract asset is initially
recognised for revenue earned from services for which the receipt
of consideration is conditional on the successful completion of the
service and performance obligation. Upon completion of the
service, the amount recognised as accrued income is reclassified to
trade receivables. Contract assets are stated at amortised cost as
reduced by appropriate allowances for estimated irrecoverable amounts and are presented as 'Accrued income' in
the notes to the financial statements.
Contract liabilities
A contract liability is recognised
if a payment is received or a payment is
due (whichever is earlier) from a customer before the Group
transfers the related goods or services. Contract liabilities are
recognised as deferred income until the Group delivers the
performance obligations under the contract (i.e., transfers
control of the related goods or services to the customer), at
which point revenue is recognised in line with the delivery of the
performance obligation.
2.6
Interest income and interest expense
Finance income is recognised as
interest accrued (using the effective interest method) and includes
interest receivable on the Group's cash and cash equivalents and on
funds invested outside the Group. Interest received is recognised
as a cash flow from investing activities in the Consolidated
Statement of Cash Flows.
Finance expense comprises the
unwinding of discounts on contingent
consideration and interest incurred on lease liabilities
recognised under IFRS 16. Finance costs are
recognised in the Consolidated Statement of Total
Comprehensive Income using the effective interest rate method.
Interest paid is recognised as a cash flow from financing
activities in the Consolidated Statement of Cash Flows.
2.7
Separately disclosed items
Separately disclosed items may
include "Exceptional items" as detailed below, but may also include
other items that meet at least one of the following
criteria:
•
|
It is a significant item, which may
cross more than one accounting period.
|
•
|
It is a significant non-cash item,
including share based payment charges.
|
•
|
It has been directly incurred as a
result of either an acquisition or divestiture, including
amortisation of acquisition-related intangible assets or fair value
changes of contingent consideration.
|
•
|
It is unusual in nature, e.g.
outside of the normal course of business.
|
•
|
The operating profit/(loss) relating
to non-controlling interest is also removed to reflect the adjusted
operating profit attributable to the Company's
shareholders.
|
The Board exercises judgement as to
whether the item should be classified as an adjusting item
within Separately disclosed items. Separately disclosed items
are shown separately on the face of the Statement of Total
Comprehensive Income and included within administrative expenses.
Although some of these items may recur from one period to the
next, operating profit has been adjusted for these items on a
consistent basis to provide additional helpful information and
enable an alternative comparison of performance over time.
The alternative performance measures
("APMs") are consistent with how the business performance is
planned and reported within the internal management reporting to
the Board. Some of these measures are also used for the purpose of
setting remuneration targets.
2.8
Exceptional items
Exceptional items are disclosed and
described separately in the financial statements
to provide further information on items which are one off
and are material in size or nature and so are shown separately due
to the significance of their nature and
amount. This includes items which are incremental to normal
operations, such as costs relating to an acquisition, disposal or
integration, or impairment losses, these do not reflect the
business's trading performance and so are adjusted to ensure
consistency between periods.
2.9
Goodwill and intangible assets
Goodwill from a business combination
is initially recognised and measured as set out
in note 2.13. Goodwill is not amortised but is reviewed for impairment at least annually. For the
purpose of impairment testing, goodwill is allocated to
each of the Group's cash-generating units ("CGU") (or groups
of CGUs) expected to benefit from the synergies of the
combination. CGUs to which goodwill has been allocated
are tested for impairment annually, or more frequently when
there is an indication that the unit may be
impaired. If the recoverable amount of the CGU is less than
the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to
the unit and then to the other assets of the unit pro
rata on the basis of the carrying amount of each
asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a CGU, the attributable amount of
goodwill is included in the determination of the profit
or loss on disposal.
Following initial recognition,
intangible assets are held at cost less any accumulated
amortisation and any provision for impairment. Assets that are
subject to amortisation are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the
amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's
fair value less costs to sell and value in use. For the
purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows (CGUs).
Intangible assets acquired
separately are measured on initial recognition at cost.
Computer software licences acquired are capitalised at
the cost incurred to bring the software into
use, and are amortised on a straight-line basis over their
estimated useful lives, which are estimated as being five
years. An internally generated intangible asset arising from development (or from the development phase
of an internal project) is recognised if, and only if, all of
the following conditions have been demonstrated:
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The technical feasibility of
completing the intangible asset so that it will be available
for use or sale;
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•
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The intention to complete the
intangible asset and use or sell it;
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•
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The ability to use or sell the
intangible asset
|
•
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How the intangible asset will
generate probable future economic benefits;
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•
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The availability of adequate
technical, financial and other resources to complete the
development and to use or sell the intangible asset;
and
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•
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The ability to measure reliably the
expenditure attributable to the intangible asset during its
development
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The amount initially recognised for
internally generated intangible assets is the sum of the
expenditure incurred from the date when the intangible asset
first meets the recognition criteria listed above.
Costs associated with
developing or maintaining computer software programs that do
not meet the capitalisation criteria under IAS 38 are recognised as
an expense as incurred.
Intangible assets acquired in a
business combination and recognised separately from goodwill are
recognised initially at their fair value at the acquisition date
(which is regarded as their cost). Subsequent to initial
recognition, the client relationship intangible assets, brand
intangible assets, and acquired software have a finite useful life
and are carried at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is calculated using the
straight-line method over their useful lives, estimated for
all asset classes at 10 years.
Gains and losses arising from
derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying value of the
asset. The difference is then recognised in the income
statement.
An assessment is made at each
reporting date as to whether there is any indication that an asset
in use may be impaired. If any such indication exists and the
carrying values exceed the estimated recoverable amount at that
time, the assets are written down to their
recoverable amount. The recoverable amount is measured as
the greater of fair value less costs to sell and value in use.
Non-financial assets that have suffered impairment are reviewed for
possible reversal of the impairment at each reporting
date.
2.10 Impairment
Assets that have an indefinite
useful life are not subject to amortisation and are tested for
impairment at each Statement of Financial Position date and
whenever there is an indication at the end of a reporting
period that the asset may be impaired. Assets subject to
depreciation and amortisation are reviewed for impairment whenever
events or circumstances indicate that the carrying amount may
not be recoverable. Where the asset does not generate
cash flows that are independent of other assets, the Group
estimates the recoverable amount of each cash-generating unit
("CGU") to which the asset belongs. Impairment losses on previously
revalued assets are recognised against the revaluation reserve as
far as this reserve relates to previous revaluations of the same
assets. Other impairment losses are recognised in the Statement of
Total Comprehensive Income, based on the amount by which the
carrying value of an asset or CGU exceeds its recoverable amount.
The recoverable amount is the higher of the fair value less the
costs to sell and the value in use. In assessing value in use,
the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to
the asset for which estimates of future cash flows have not been
adjusted. Impairment losses recognised with respect to CGUs are
allocated first to reduce the carrying amount of any goodwill
allocated to CGUs and then to reduce the carrying amount of other
assets in the unit on a pro rata basis.
Where an impairment loss on
intangible assets, excluding goodwill, subsequently reverses, the
carrying amount of the asset or CGU is increased to the
revised estimate of its recoverable amount, in such a way that
the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been
recognised for the asset (or CGU) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss to the
extent that it eliminates the impairment loss that has been
recognised for the asset in prior years. Any increase in excess of
this amount is treated as a revaluation increase.
2.11 Property, plant and equipment
Property, plant and equipment assets
are stated at cost net of accumulated depreciation and accumulated
provision for impairment. Depreciation
is charged to the income statement on a straight-line basis over
the estimated useful lives of each part of an item of
property, plant and equipment. Principal annual rates are as
follows:
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Computer, office equipment and motor
vehicles - 20-33% straight-line.
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•
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Fixtures and fittings - 20%
straight-line.
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The estimated useful lives, residual
values and depreciation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate
accounted for on a prospective basis.
An item of property, plant and
equipment is derecognised upon disposal or when no future economic
benefits are expected to arise from the continued use of the asset.
The gain or loss arising on disposal or scrappage of an
asset is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in the Statement of Total Comprehensive
Income.
2.12 Change in accounting estimates
During the year, the Group reviewed
the useful economic life of software assets held on the
balance sheet and concluded that the life should be increased from
three years to five years, in order to bring it in line with
the expected use of the software. This change in accounting
estimate has been accounted for prospectively in the accounts, in
line with IAS 8.
The effect of this increase in
useful economic life in the current year accounts amounts to a
decrease in amortisation and the respective increase in intangible
assets on the balance sheet of £129,000. It is expected
that in future years, the impact of this change will be
on a similar scale.
2.13 Business combinations
Acquisitions of businesses are
accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition-date fair values
of assets transferred by the Group, liabilities incurred by the
Group to the former owners of the acquiree and the equity interest
issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are recognised in the income statement as
incurred.
At the acquisition date, the
identifiable assets acquired and the liabilities assumed are
recognised at their fair value at the acquisition date, except
that: deferred tax assets or liabilities and assets or liabilities
related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee
Benefits respectively; liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace
share-based payment arrangements of the acquiree are measured in
accordance with IFRS 2 Share-Based Payments at the acquisition date
(see below); and assets (or disposal groups) that are classified as
held for sale in accordance with IFRS 5 Non-current Assets Held for
Sale and Discontinued Operations are measured in accordance with
that Standard.
Goodwill is measured as the excess
of the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree, and the fair value of
the acquirer's previously held equity interest in the acquiree (if
any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. If, after
reassessment, the net of the acquisition-date amounts of the
identifiable assets acquired and liabilities assumed exceeds the
sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree and the fair value of the
acquirer's previously held interest in the acquiree (if any), the
excess is recognised immediately in profit or loss as
a bargain purchase gain.
When the consideration transferred
by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured
at its acquisition-date fair value and included as part
of the consideration transferred in a business combination.
Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively,
with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information
obtained during the 'measurement period' (which cannot exceed one
year from the acquisition date) about facts and circumstances that
existed at the acquisition date. The payment of contingent
consideration will be treated as an investing cash flow of the
Group.
The subsequent accounting for
changes in the fair value of the contingent consideration that
do not qualify as measurement period adjustments depends on how
the contingent consideration is classified. Contingent
consideration that is classified as equity is not
remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Any other
contingent consideration is remeasured to fair value at subsequent
reporting dates, with changes in fair value recognised in profit or
loss. The unwinding of the discount rate where contingent
consideration is discounted is recognised as a finance cost in
the Statement of Comprehensive Income.
If the initial accounting for a
business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the
measurement period (see above), or additional assets or liabilities
are recognised to reflect new information obtained about
facts and circumstances that existed as at the acquisition
date that, if known, would have affected the amounts recognised as
of that date.
2.14 Joint ventures
Joint ventures are entities in which
the Company has an investment where it, along with one or more
other shareholders, has contractually agreed to share control
of the business and where decisions over the relevant
activities require the unanimous consent of the joint partners. The
results and assets and liabilities of joint ventures are
incorporated in these financial statements using the equity
method of accounting, except when the investment is classified as
held for sale, in which case it is accounted for in accordance with
IFRS 5. Under the equity method, the Company initially records the
investment in the consolidated Statement of Financial Position at
the fair value of the purchase consideration (cost) and adjusted
thereafter to recognise the Company's share of the entity's profit
or loss after tax and amortisation of intangible assets.
An investment in a joint venture is
accounted for using the equity method from the
date on which the investee becomes a joint venture. On
acquisition of the investment in a joint venture, any excess of the
cost of the investment over the Group's share of the net fair value
of the identifiable assets and liabilities of the
investee is recognised as goodwill, which is included
within the carrying amount of the investment. Any excess of the
Group's share of the net fair value of the identifiable assets
and liabilities over the cost of the investment, after
reassessment, is recognised immediately in profit or loss in
the period in which the investment is acquired. The Statement of
Financial Position, therefore, subsequently
records the Company's share of the net assets of the
entity plus any goodwill and intangible assets that arose on
purchase less subsequent amortisation. The Statement
of Changes in Equity records the Company's share of other
equity movements of the entity. At each reporting date, the Company
applies judgement to determine whether there is any indication
that the carrying value of joint ventures may be
impaired.
If there is objective evidence that
the Group's net investment in a joint venture is impaired, the
requirements of IAS 36 are applied to determine whether it is
necessary to recognise any impairment loss with respect to the
Group's investment. When necessary, the entire
carrying amount of the investment (including goodwill) is
tested for impairment in accordance with IAS 36 as a single asset
by comparing its recoverable amount (higher of value in use and
fair value less costs of disposal) with its carrying amount. Any
impairment loss recognised is not allocated to any asset, including
goodwill that forms part of the carrying amount of the investment.
Any reversal of that impairment loss is recognised in accordance
with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. The
Group discontinues the use of the equity method from the
date when the investment ceases to be a joint venture.
2.15 Leases
At the inception of a contract, the
Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period
of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the
Group uses the definition of a lease in IFRS 16.
The Group recognises a right-of-use
("ROU") asset and a lease liability at the commencement date
of the lease, with the exception of short-term leases (defined
as leases with a lease term of 12 months or less). The ROU asset is
initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on
which it is located, less any lease incentives received. The ROU
assets are subsequently depreciated on a straight-line basis over
the shorter of the expected life of the asset and the lease term,
adjusted for any remeasurements of the lease liability. At the end
of each reporting period, the ROU assets are assessed for
indicators of impairment in accordance with IAS 36.
The lease liability is initially
measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the Group's
incremental borrowing rate. The incremental borrowing rate is
determined, where possible, by using recent third-party financing
received by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third-party financing
was received. The incremental borrowing rate depends on the term,
country, currency and security of the lease, and also the start
date of the lease.
Lease payments included in the
measurement of the lease liability comprise the
following:
•
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fixed payments, including
in-substance fixed payments;
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•
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variable lease payments that depend
on an index or a rate, initially measured using the index or rate
as at the commencement date;
|
|
amounts expected to be payable under
a residual value guarantee; and
|
|
the exercise price under a purchase
option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably
certain to exercise an extension option, and penalties for early
termination of a lease unless the Group is reasonably certain not
to terminate early.
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The lease liability is subsequently
measured by adjusting the carrying amount to reflect the
interest charge, the lease payments made and any
reassessment or lease modifications. The lease liability is
remeasured if the Group changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is
remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset, or
is recorded in profit or loss if the carrying amount of the ROU
asset has been reduced to zero.
Where the Group is an intermediate
lessor in a sub-lease, it accounts for its interests in the
head lease and the sub‑lease separately. It assesses the lease
classification of a sub-lease with reference to the ROU
asset arising from the head lease, not with reference to the
underlying asset.
2.16 Cash and cash equivalents
Cash and cash equivalents comprise
cash at bank and short-term deposits held with banks by the Group.
Cash equivalents are short-term (generally with an original
maturity of three months or less), highly liquid investments that
are readily convertible to a known amount of cash and that are
subject to an insignificant risk of changes in value. Cash
equivalents are held for the purpose of meeting short-term cash
commitments rather than for investment or other
purposes.
Bank overdrafts that are repayable
on demand and form an integral part of the Group's cash management
are included as a component of cash and cash equivalents for the
purpose only of the Consolidated Statement of Cash Flows. At 31
March 2024, there were no balances drawn down on
bank overdrafts (2023: nil).
2.17 Financial instruments
Financial assets and financial
liabilities are recognised in the Statement of Financial Position
when the Group becomes a party to the contractual provisions
of the instrument.
Financial assets and financial
liabilities are initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value
of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss
are recognised immediately in profit or loss.
All financial assets are recognised
and derecognised on a trade date where the purchase or sale of
a financial asset is under a contract with terms that require
delivery of the financial asset within a timeframe
established by the market concerned, and are initially
measured at fair value, plus transaction costs,
except for those financial assets classified as at fair
value through profit or loss.
Non-derivative financial instruments
comprise investments in equity and debt securities, trade and
other receivables, cash and bank balances, and trade and other
payables.
Financial investments
Financial investments are classified
as fair value through profit or loss ("FVTPL") if they do not meet
the criteria of Fair Value through Other Comprehensive Income
("FVOCI") or amortised cost. They are also classified as FVTPL if
they are either held for trading or specifically designated in this
category on initial recognition. Assets in this category are
initially recognised at fair value and
subsequently remeasured, with gains or losses arising from
changes in fair value being recognised in the Statement of
Comprehensive Income.
The Group's financial investments
include investments in a regulated open-ended investment company
that is managed and evaluated on a fair value basis in line with
the market value. These financial assets do not meet the criteria
of FVOCI or amortised cost as the asset is not held to collect
contractual cash flows and/or selling financial assets, and the
asset's contractual cash flows do not represent solely payments of
principal and interest ("SPPI").
Trade receivables
Trade receivables do not carry
interest and are stated at amortised cost as reduced by appropriate
allowances for estimated irrecoverable amounts.
They are recognised when the Group's right to consideration is only
conditional on the passage of time. The financial assets are
held in order to collect the contractual cash flows and those cash
flows are payments of interest and principal only.
Impairment of financial assets
The Group applies the IFRS 9
simplified approach to measuring expected credit losses that uses a
lifetime expected loss allowance for all trade receivables and
contract assets. To measure the expected credit
losses, trade receivables and contract
assets have been grouped based on shared credit risk
characteristics and the days past due.
The contract assets relate to
unbilled work in progress and have substantially the same risk
characteristics as the trade receivables for the same types of
contracts. The Group has, therefore, concluded that the expected
loss rates for trade receivables are a reasonable approximation of
the loss rates for the contract assets.
The expected loss rates are based on
the payment profiles of sales over a period of 12 months
before 31 March 2024 and the corresponding historical credit losses
experienced within this period. The historical loss rates are
adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to
settle the receivables. No impairment has been recognised in the
year (2023: nil).
The carrying amount of the financial
assets is reduced by the use of a provision. When a trade
receivable is considered uncollectable, it is
written off against the provision. Subsequent recoveries of
amounts previously written off are credited against the provision.
Changes in the carrying amount of the provision are recognised
in the income statement.
Trade and other payables
Trade and other payables, except for
those which are financial liabilities at FVTPL, are recognised
initially at fair value and are subsequently measured at
amortised cost using the effective interest method, where
applicable or required. These amounts represent liabilities for
goods and services provided to the Group prior to the end of
the financial period, which are unpaid.
Financial liabilities at FVTPL
Financial liabilities are classified
as at FVTPL when the financial liability is (i) contingent
consideration of an acquirer in a business combination, (ii) held
for trading or (iii) designated as at FVTPL. Financial liabilities
at FVTPL are measured at fair value, with any gains or losses
arising on changes in fair value recognised in profit or
loss.
2.18 Taxation
Current tax
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from net
profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years, and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the Statement of Financial Position date.
Deferred tax
Deferred tax is the tax expected to
be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial
recognition of goodwill or from the initial recognition (other than
in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are
recognised for taxable temporary differences arising on investments
in subsidiaries and interests in joint ventures, except where the
Group is able to control the reversal of the temporary
difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences
associated with such investments and interests are only recognised
to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the
temporary difference and they are expected to reverse in the
foreseeable future.
The carrying amount of deferred tax
assets is reviewed at each Statement of Financial Position
date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part
of the asset to be recovered.
Deferred tax is calculated at the
tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax
laws and rates that have been enacted or substantively enacted
at the Statement of Financial Position date. Deferred tax is
charged or credited in the income statement, except when it relates
to items charged or credited in other comprehensive income, in
which case the deferred tax is also dealt with in other
comprehensive income.
The measurement of deferred tax
liabilities and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at the end
of the reporting period, to recover or settle the carrying amount
of its assets and liabilities. Deferred tax assets and
liabilities are offset when there is a legally enforceable
right to set off the current tax assets against current tax
liabilities and when they relate to income taxes levied by the
same taxation authority and the Group intends to settle its
current tax assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax are
recognised in profit or loss, except when they relate to items that
are recognised in other comprehensive income or directly in equity,
in which case the current and deferred tax are also recognised in
other comprehensive income or directly in equity,
respectively.
Where current tax or deferred tax
arises from the initial accounting for a business combination, the
tax effect is included in the accounting for the business
combination.
2.19 Retirement benefit costs
The Group pays into personal pension
plans for which the amount charged to income with respect to
pension costs and other post-retirement benefits is the amount
of the contributions payable in the year. Payments to defined
contribution retirement benefit scheme are recognised as
an expense when employees have rendered service entitling them
to the contributions. Differences between contributions payable and
paid are accrued or prepaid. The assets of the plans are invested
and managed independently of the finances of the Group.
2.20 Equity, reserves and dividend payments
Share capital represents the nominal
value of shares that have been issued. Retained earnings include
all current and prior period retained profits or
losses.
Dividend distributions payable to
equity shareholders are included in other liabilities when the
dividends have been approved at a general meeting prior to the
reporting date.
2.21 Employee Benefit Trust
The Company provides finance to the
EBT to purchase the Company's shares on the open market in order to
meet its obligation to provide shares when an employee exercises
awards made under the Group's share-based payment schemes.
Administration costs connected with the EBT are charged to the
Statement of Comprehensive Income.
The cost of shares purchased and
held by the EBT is deducted from equity in the Company and the
Group. The assets held by the EBT are consolidated into
the Group's financial statements. Any consideration paid or
received for the purchase or sale of these shares is shown
as a reduction in the reconciliation of movements in
shareholders' funds. No gain or loss is recognised in the
Statement of Comprehensive Income on the purchase, sale, issue
or cancellation of these shares.
2.22 Share-based payments
The Group issues equity-settled
share-based payments to certain employees. Equity-settled
share-based payments are measured at fair value at the date of
grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group's estimate
of shares that will eventually vest. At each reporting date, the
Group revises its estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-based
vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a
corresponding adjustment to reserves. Fair value is measured by use
of the Black-Scholes model or Monte Carlo model, as
appropriate.
2.23 Climate change
The Group is continually developing
its assessment of the impact that climate change has on the assets
and liabilities recognised and presented in its financial
statements. The potential impact of climate change on the Group's
AUM and future net operating revenue generation is considered
in the Principal Risks section of this Annual Report and
Accounts. These considerations did not have a material impact on
the financial reporting judgements and estimates in the current
year. This reflects the conclusion that climate change is not
expected to have a significant impact on the Group's short-term
cash flows, including those considered in the going concern
and viability assessments.
2.24 Operating segments
The Board is considered to be the
chief operating decision maker ("CODM"). The Group comprises two
operating segments, which are defined by trading
activity:
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Tatton - investment management
services
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•
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Paradigm - the provision of
compliance and support services to IFAs and mortgage
advisers.
|
Some centrally incurred overhead
costs are allocated to the Tatton and Paradigm divisions on an
appropriate pro rata basis. There remain central overhead costs
within the Operating Group which have not been allocated to the
Tatton and Paradigm divisions which are classified as "Unallocated"
within note 4.
2.25 Critical accounting judgements and key sources
of estimation uncertainty
In the process of applying the
Group's accounting policies, which are described above, management
have made judgements and estimations about the future that have
an effect on the amounts recognised in the financial
statements. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is
revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both
current and future periods. Changes for accounting estimates
would be accounted for prospectively under IAS 8.
The prior year financial statements
discussed critical accounting judgements in relation to the
acquisition of 8AM Global Limited ("8AM") and of the Verbatim funds
business in prior years and therefore are not relevant for the
current year financial statements. In addition there were disclosed
key sources of estimation uncertainty in relation to the contingent
consideration in respect of these two acquisitions. There remains
outstanding contingent consideration payments still to be made in
the future that are dependent on the outcome of the performance
targets. The contingent consideration for 8AM is dependent on the
future profitability of the business and the contingent
consideration for the Verbatim funds is dependent on the value of
AUM held in the funds over the measurement periods. There are no
reasonable assumptions that the Group could make about the future,
or about other major sources of estimation uncertainty, in relation
to the contingent consideration that would have a significant risk
of resulting in a material adjustment to the carrying amounts of
assets and liabilities within the next financial year. Therefore
these have not been disclosed as key sources of estimation
uncertainty in the current year.
Investments in joint ventures
Estimation uncertainty
Impairment of investments in joint
ventures
Impairment exists when there is
objective evidence of impairment as a result of one or more events
that occurred after the initial recognition of the net investment
(a 'loss event') and that loss event (or events) has an impact on
the estimated future cash flows from the net investment that
can be reliably estimated. The entire carrying amount of the
investment is tested for impairment, in accordance with IAS 36, as
a single asset, by comparing its recoverable amount (higher of
value in use and fair value less costs of disposal) with its
carrying amount.
For the purposes of impairment
testing, the cash-generating potential of the investment in the
joint venture, 8AM, has been determined using a discounted cash
flow model that assesses sensitivity to operating margins, discount
rates and AUM growth rates. The results of the calculation
indicate that the investment in 8AM is impaired, and an impairment
charge of £1,250,000 has been recognised in the Statement of Total
Comprehensive Income in the financial year. The remaining value of
the investment in 8AM is £5.352 million.
The Group has conducted an analysis
of the sensitivity to changes in the key assumptions used to
determine amount and timing of cashflows. A reduction in the
terminal growth rate by 1% would lead to an additional impairment
of £481,000.
The impact of the discount rate used
has also been considered, and a 1% increase in the discount rate
applied to the discounted cash flow model would lead to an
additional impairment charge of £826,000.
Business combinations
Critical judgement
Client relationship, brand and
software intangibles purchased through corporate
transactions
When the Group purchases client
relationships, brands and software through transactions with other
corporate entities, a judgement is made as to the
identification of the intangible asset and whether the transaction
should be accounted for as a business combination or as a
separate purchase of intangible assets. In making this
judgement, the Group assesses the assets, liabilities, operations
and processes that were the subject of the transaction against the
definition of a business combination in IFRS 3. For a business
combination it is determined whether all elements of a
business in IFRS 3 have been met, in particular, consideration
is given to the inputs, processes and outputs, and that there is at
least, an input and a substantive process that together
significantly contribute to the ability to create output. It has
also been considered whether the integrated set of activities is
capable of being conducted and managed as a business by a market
participant, and judgement made as to whether the acquired process
is substantive. If the acquisition is not deemed to be a
business, it is treated as an acquisition of an asset or
a group of assets.
There are no other judgements or
assumptions made about the future, or any other major sources
of estimation uncertainty at the end of the reporting period, which
have a significant risk of resulting in a material adjustment
to the carrying amounts of assets and liabilities within the
next financial year.
2.26 Other estimates
Estimation uncertainty
Given the significance of
share-based payments as a form of employee remuneration for
the Group, management are providing additional information on the
estimates involved in the accounting for share-based payments.
This is not considered to be a key source of estimation uncertainty
given the materiality of the impact that changes in
estimates have and as a result of the changes in estimates not
impacting the carrying amount of an asset or liability in the
balance sheet. The principal estimations relate to:
•
|
forfeitures (where awardees leave
the Group as "bad" leavers and, therefore, forfeit unvested
awards); and
|
•
|
the satisfaction of performance
obligations attached to certain awards.
|
These estimates are reviewed
regularly and the charge to the Statement of Total
Comprehensive Income is adjusted accordingly (at the end of the
relevant scheme as a minimum). Based on the current forecasts of
the Group, the charge for the year is based on a range of 85% to
100% of the options in various scheme years vesting for
the element relating to non-market-based performance
conditions. If the estimate was increased to 100% for all schemes,
it would increase the charge in the next 12 months by £37,000.
A decrease of 10% in the vesting assumptions would reduce the
charge in the next financial year by £54,000.
In considering the level of
satisfaction of performance obligations, the Group's forecast has
been reviewed and updated for the expected impact of the various
market scenarios and management actions. This forecast has been
used to estimate the relevant vesting assumptions for the
Enterprise Management Incentive ("EMI") schemes in
place.
2.27 Alternative performance measures
In reporting financial information,
the Group presents alternative performance measures ("APMs") that
are not defined or specified under the requirements of IFRSs.
The Group believes that these APMs provide users with additional
helpful information on the performance of the business. The APMs
are consistent with how the business performance is planned and
reported within the internal management reporting to the Board.
Some of these measures are also used for the purpose of setting
remuneration targets. The APMs used by the Group are set out
in note 27, including explanations of how they are calculated and
how they can be reconciled to a statutory measure where relevant.
There is also further information on separately disclosed
items in note 7.
3
Capital Management
The components of the Group's
capital are detailed on the Consolidated Statement of Financial
Position and as at the reporting date the Group had capital of
£43,334,000 (2023: £41,781,000). Capital generated from the
business is both reinvested in the business to generate future
growth and returned to shareholders principally in the form of
dividends.
The Group's objectives when managing
capital are (i) to safeguard the Group's ability to continue as a
going concern so that it can continue to provide returns for
shareholders and benefits for other stakeholders; (ii) to maintain
a strong capital base and utilise it efficiently to support the
development of its business; and (iii) to comply with the
regulatory capital requirements set by the FCA. Capital adequacy
and the use of regulatory capital are monitored by the Group's
management and Board. There is one active regulated entity in the
Group: Tatton Investment Management Limited, regulated by the
FCA.
Regulatory capital is determined in
accordance with the requirements of the FCA's Investment Firms
Prudential Regime and the Capital Requirements Directive IV
prescribed in the UK by the FCA. The Directive requires
continual assessment of the Group's risks that is underpinned by
the Group's Internal capital adequacy and risk assessment
("ICARA"). The ICARA considers the relevant current and future
risks to the business and the capital considered necessary to
support these risks.
The Group actively monitors its
capital base to ensure that it maintains sufficient and
appropriate capital resources to cover the relevant risks to the
business and to meet consolidated and individual regulated entity
regulations and liquidity requirements. The Group assesses the
adequacy of its own funds on a consolidated and legal entity
basis on a frequent basis. This includes continuous monitoring
of 'K-factor' variables, which captures the variable nature of risk
involved in the Group's business activities. A regulatory
capital update is additionally provided to senior management on a
monthly basis. In addition to this, the Group has implemented a
number of 'Key Risk Indicators', which act as early warning signs
with the aim of notifying senior management if own funds misalign
with the Group's risk appetite and internal thresholds.
The FCA requires the Group to hold
more regulatory capital resources than the total capital resource
requirement. The total capital requirement for the Group is the
higher of the Group's Own Funds Requirement (based on 25% of fixed
overheads), its Own Harm requirement (based on the Group's
requirement for harms from ongoing activities as calculated in
the ICARA) and Wind-down requirement (capital requirement should
the firm wind down). The total capital requirement for the
Group is £4.27 million (unaudited), which is based on the
Group's Own Funds Requirement. As at 31 March 2024, the Group has
regulatory capital resources of £9.52 million (unaudited),
significantly in excess of the Group's total capital requirement.
During the period, the Group and its regulated subsidiary
entities complied with all regulatory capital
requirements.
4
Segment Reporting
Information reported to the Board of
Directors as the CODM for the purposes of resource allocation and
assessment of segmental performance is focused on the type of
revenue. The principal types of revenue are discretionary fund
management and the marketing and promotion of the funds run by
the companies under Tatton Capital Limited ("Tatton") and the
provision of compliance and support services to IFAs and mortgage
advisers ("Paradigm").
The Group's reportable segments
under IFRS 8 are, therefore, Tatton and Paradigm, with centrally
incurred overhead costs applicable to the segments being allocated
to the Tatton and Paradigm divisions on an appropriate
pro-rata basis. Unallocated central overhead costs of the Operating
Group are classified as "Unallocated" in the table below to
provide a reconciliation of the segment information to the
financial statements. Unallocated costs include general corporate
expenses, head office salaries, and other administrative costs
that are not directly attributable to the operating segments.
These costs are managed at the corporate level and are
not allocated to the segments for performance
evaluation.
The principal activity of Tatton is
that of discretionary fund management ("DFM") of investments
on-platform and the provision of investment wrap
services.
The principal activity of Paradigm
is that of the provision of support services to IFAs and
mortgage advisers. For management purposes, the Group uses the
same measurement policies as are used in its financial statements.
The Paradigm division includes the trading subsidiaries
of Paradigm Partners Limited and Paradigm Mortgages Services
LLP, which operate as one operating segment as they have the
same economic characteristics, they are run and managed by the
same management team, and the methods used to distribute the
products to customers are the same. The information presented in
this Note is consistent with the presentation for internal
reporting. Total assets and liabilities for each operating
segment are not regularly provided to the CODM.
The following is an analysis of the
Group's revenue and results by reportable segment:
YEAR ENDED 31 MARCH 2024
|
TATTON
(£'000)
|
PARADIGM
(£'000)
|
Unallocated
(£'000)
|
GROUP
(£'000)
|
Revenue
|
30,864
|
5,943
|
-
|
36,807
|
Share of post-tax loss from joint
ventures
|
(1,188)
|
-
|
-
|
(1,188)
|
Administrative expenses
|
(11,092)
|
(4,421)
|
(3,642)
|
(19,155)
|
Operating profit/(loss)
|
18,584
|
1,522
|
(3,642)
|
16,464
|
Share-based payments
|
340
|
186
|
932
|
1,458
|
Gain arising on changes in fair
value of contingent consideration
|
(1,350)
|
-
|
-
|
(1,350)
|
Exceptional items
|
1,250
|
-
|
-
|
1,250
|
Amortisation of acquisition-related
intangible assets
|
621
|
12
|
-
|
633
|
Non-controlling interest
|
-
|
59
|
-
|
59
|
Adjusted operating profit/(loss)1
|
19,445
|
1,779
|
(2,710)
|
18,514
|
YEAR ENDED 31 MARCH 2024
|
TATTON
(£'000)
|
PARADIGM
(£'000)
|
Unallocated
(£'000)
|
GROUP
(£'000)
|
Statutory operating costs included
the following:
|
|
|
|
|
Depreciation
|
249
|
112
|
14
|
375
|
Amortisation
|
734
|
16
|
-
|
750
|
YEAR ENDED 31 MARCH 2023
|
TATTON
(£'000)
|
PARADIGM
(£'000)
|
Unallocated
(£'000)
|
GROUP
(£'000)
|
Revenue
|
25,929
|
6,396
|
2
|
32,327
|
Share of post tax profit from joint
ventures
|
160
|
-
|
-
|
160
|
Administrative expenses
(restated)
|
(9,084)
|
(4,191)
|
(2,602)
|
(15,877)
|
Operating profit/(loss) (restated)
|
17,005
|
2,205
|
(2,600)
|
16,610
|
Share-based payments
(restated)
|
544
|
192
|
775
|
1,511
|
Exceptional items
|
398
|
-
|
-
|
398
|
Gain arising on changes in fair
value of contingent consideration
|
(2,651)
|
-
|
-
|
(2,651)
|
Amortisation of acquisition-related
intangible assets
|
534
|
-
|
-
|
534
|
Adjusted operating profit/(loss)1
|
15,830
|
2,397
|
(1,825)
|
16,402
|
YEAR ENDED 31 MARCH 2023
|
TATTON
(£'000)
|
PARADIGM
(£'000)
|
Unallocated
(£'000)
|
GROUP
(£'000)
|
Statutory operating costs included
the following:
|
|
|
|
|
Depreciation
|
238
|
135
|
11
|
384
|
Amortisation
|
769
|
12
|
-
|
781
|
All turnover arose in the United
Kingdom. Note that the share-based payments costs in the prior year
have been restated to reflect the charge relating to employees
of the relevant divisions. This has reduced administrative expenses
within 'Unallocated', with an increased charge being reflected in
Tatton and Paradigm.
The key decision makers use the KPIs
as detailed on pages 18 and 19 of the 2024 Annual
Report.
1. Alternative performance measures
are detailed in note 27.
5
REVENUE
The disaggregation of consolidated
revenue is as follows:
Operating segment
|
MAJOR PRODUCT/SERVICE
LINES
|
31-MAR 2024
(£'000)
|
31-MAR
2023
(£'000)
|
Tatton
|
Investment management
fees
|
30,864
|
25,929
|
Paradigm
|
IFA consulting and support services
income
|
2,221
|
2,276
|
Paradigm
|
Mortgage-related services
income
|
2,990
|
3,342
|
Paradigm
|
Marketing income
|
732
|
778
|
|
Central income (presented as a
reconciling item to Group revenue)
|
-
|
2
|
|
|
36,807
|
32,327
|
The disclosure of revenue by product
line is consistent with the revenue information that is disclosed
for each reportable segment under IFRS 8 Operating segments (see
note 4). All the revenue relates to trading undertaken in the
UK.
Investment management fees are
recurring charges derived from the market value of retail customer
assets, based on asset mix and portfolio size, and are, therefore,
subject to market and economic risks. The rate charged is variable
and is dependent on the product. Although most ongoing revenue is
based on the value of underlying benefits, these are not considered
to constitute variable income in which significant judgement or
estimation is involved. The calculations are based on short
timelines or point-in-time calculations that represent the end of a
quantifiable period, in accordance with the contract.
These are charged to and paid by the client on the same value,
constituting the transaction price for the specified period.
At any time during the period, a client may choose to remove
their assets from a service and no further revenue is
received.
All obligations to the customer are
satisfied at the end of the period in which the service is provided
for ongoing revenue, with payment being due immediately.
IFA consulting and support services
income and marketing income are fixed based on the service
provided. The rate charged for mortgage-related services income is
variable and is dependent on the product. See note 2.5 for details
of when revenue is recognised for the Paradigm product lines,
including compliance consultancy services, mortgage-related
services and marketing services.
There are no elements of revenue
that relate to contracts with an expected duration of over on year,
therefore the Group has applied the practical expedient for
contracts less than one year.
6
Operating Profit
The operating profit and the profit
before taxation are stated after charging/(crediting):
|
31-MAR
2024
(£'000)
|
31-MAR
2023
(£'000)
|
Amortisation of software
|
117
|
247
|
Amortisation of acquisition-related
intangibles (note 7)
|
633
|
534
|
Depreciation of property, plant and
equipment (note 16)
|
159
|
168
|
Depreciation of right-of-use assets
(note 16)
|
216
|
216
|
Impairment of investment in joint
venture (note 7)
|
1,250
|
-
|
Loss arising on financial assets
designated as FVTPL
|
2
|
28
|
Employee benefit expense (note
12)
|
12,448
|
10,764
|
Gain arising on changes in fair
value of contingent consideration (note 7)
|
(1,350)
|
(2,651)
|
Services provided by the Group's auditor:
|
|
|
Audit of the statutory consolidated
and Company financial statements of
|
|
|
Tatton Asset Management
plc
|
130
|
121
|
Audit of subsidiaries
|
79
|
66
|
Other fees payable to
auditor:
|
|
|
Non-audit services
|
9
|
8
|
Total audit fees were £209,000
(2023: £187,000). Total non-audit fees payable to the auditor were
£9,000 (2023: £8,000).
'Amortisation of software' in the
table above excludes £12,000 (2023: £nil) of amortisation relating
to the software acquired on acquisition of Fintegrate, which is
included in the £633,000 (2023: £534,000) of amortisation of
acquisition-related intangibles.
7
Separately Disclosed Items
|
31-MAR
2024
(£'000)
|
31-MAR
2023
(£'000)
|
Gain arising on changes in fair
value of contingent consideration
|
(1,350)
|
(2,651)
|
Exceptional costs
|
1,250
|
398
|
Share-based payment
charges
|
1,458
|
1,511
|
Operating loss due to
non-controlling interest
|
59
|
-
|
Amortisation of acquisition-related
intangible assets
|
633
|
534
|
Total separately disclosed items
|
2,050
|
(208)
|
Separately disclosed items that are
shown separately on the face of the Statement of Total
Comprehensive Income reflect costs and income that do not reflect
the Group's trading performance and may be considered material
(individually or in aggregate if of a similar type) due to their
size or frequency, and are adjusted to present Adjusted operating
profit so as to ensure consistency between periods. The costs
or income above are all included within administrative expenses
except for the Exceptional costs in FY24 of £1,250,000 which
is recognised within the Share of loss of joint
ventures.
Although some of these items may
recur from one period to the next, operating profit has been
adjusted for these items to give better clarity regarding the
underlying performance of the Group. The alternative performance
measures ("APMs") are consistent with how the business performance
is planned and reported within the internal management reporting to
the Board. Some of these measures are also used for the
purpose of setting remuneration targets.
Gain arising on changes in fair value of acquisition-related
items
During the year, the Group revalued
its financial liability at fair value through profit or loss
relating to the contingent consideration on the acquisition of the
Verbatim funds business and 8AM Global Limited. This has resulted
in a credit of £1,350,000 being recognised in the year (2023:
£2,651,000).
Exceptional items
During the year, the Group has
reviewed the investment in the 8AM joint venture for impairment and
has recognised an impairment loss in the year of £1,250,000.
Further information is included in note 13. As the impairment of
the investment is a non-cash item, there are no cash flows
from exceptional items included on the Consolidated Statement of
Cash Flows.
During the prior year, the Group
acquired 50% of the share capital of 8AM Global Limited. The Group
incurred professional fees of £229,000 during the process, which
have been treated as exceptional items. The Group also incurred
other one-off costs of £169,000 during the prior year, including
costs in relation to the acquisition of the Verbatim funds business
in 2022.
Share-based payment charges
Share-based payments is a recurring
item, although the value will change depending on the estimation of
the satisfaction of performance obligations attached to certain
awards. It is an adjustment to operating profit since it is a
significant non-cash item. Adjusted operating profit represents
largely cash-based earnings and more directly relates to the
trading performance of the financial reporting period.
Operating loss due to non-controlling
interest
There are £59,000 of losses within
the Group's operating profit relating to the non-controlling
interest in Fintegrate Financial Solutions Limited. This has been
excluded from the Group's adjusted operating profit to reflect the
adjusted operating profit attributable to the Group.
Amortisation of acquisition-related intangible
assets
Payments made for the introduction
of client relationships and brands that are deemed to be intangible
assets are capitalised and amortised over their useful life, which
has been assessed to be ten years. This includes £207,000 of
amortisation of the intangibles recognised on the acquisition of
8AM, where the amortisation charge is included within
the Share of profit from joint venture on the Consolidated
Statement of Total Comprehensive Income. This amortisation charge
is recurring over the life of the intangible asset, although it is
an adjustment to operating profit since it is a significant
non-cash item. Adjusted operating profit represents largely
cash-based earnings and more directly relates to the trading
performance of the financial reporting period.
8
Finance income
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Bank interest income
|
640
|
-
|
Total finance income
|
640
|
-
|
9
FINANCE Costs
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Unwinding of the discount on
contingent consideration
|
(201)
|
(228)
|
Interest expense on lease
liabilities
|
(6)
|
(14)
|
Bank interest income
|
-
|
6
|
Interest payable in the servicing of
banking facilities
|
(146)
|
(378)
|
Total finance costs
|
(353)
|
(614)
|
10
Taxation
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Current tax expense
|
|
|
Current tax on profits for the
period
|
4,798
|
3,159
|
Adjustment for (over)/under
provision in prior periods
|
(290)
|
14
|
|
4,508
|
3,173
|
Deferred tax credit
|
|
|
Current year
(credit)/charge
|
(173)
|
(371)
|
Adjustment with respect to previous
years
|
(505)
|
(56)
|
Effect of changes in tax
rates
|
-
|
(123)
|
|
(678)
|
(550)
|
Total tax expense
|
3,830
|
2,623
|
Deferred tax credit includes £33,000
relating to the release of the deferred tax liability on the
investment in 8AM Global Limited, which is recognised within the
'Investment in joint ventures' balance on the Consolidated
Statement of Financial Position.
The reasons for the difference
between the actual tax charge for the year and the standard rate of
corporation tax in the UK applied to profit for the year are as
follows:
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Profit before taxation
|
16,751
|
15,996
|
Tax at UK corporation tax rate of
25% (2023: 19%)
|
4,188
|
3,039
|
Expenses not deductible for tax
purposes
|
462
|
93
|
Income not taxable
|
(443)
|
(533)
|
Adjustments with respect to previous
years
|
(795)
|
(41)
|
Effect of changes in tax
rates
|
-
|
(122)
|
Capital allowances in excess of
depreciation
|
6
|
3
|
Deferred tax asset not
recognised
|
142
|
-
|
Share-based payments
|
270
|
184
|
Total tax expense
|
3,830
|
2,623
|
The increase in the UK corporation
tax rate from 19% to 25% became effective on 1 April 2023. The
deferred tax asset in both the current and prior year was
calculated based on this rate, reflecting the expected timing of
reversal of the related temporary differences. £603,000 of the
adjustments with respect of prior years relates to the reversal of
a deferred tax liability on the Verbatim intangible assets
following the remeasurement of the tax base of the
asset.
11
Earnings Per Share and Dividends
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares
during the year.
Number of shares
|
31-MAR 2024
|
31-MAR
2023
|
Basic
|
|
|
Weighted average number of shares in
issue1
|
61,064,870
|
59,608,203
|
Effect of own shares held by an
EBT
|
(358,196)
|
-
|
|
60,706,674
|
59,608,203
|
Diluted
|
|
|
Effect of weighted average number of
options outstanding for the year
|
1,075,124
|
2,006,603
|
Weighted average number of shares
(diluted)2
|
61,781,798
|
61,614,806
|
Fully diluted
|
|
|
Effect of full dilution of employee
share options which are
|
|
|
contingently issuable or have future
attributable service costs
|
1,096,621
|
1,192,528
|
Adjusted diluted weighted average
number of options and shares for the year3
|
62,878,419
|
62,807,334
|
1.
|
The weighted average number of
shares in issue includes contingently issuable shares where
performance obligations have been met and there will be little to
no cash consideration, but the share options have yet to be
exercised.
|
2.
|
The weighted average number of
shares is diluted due to the effect of potentially dilutive
contingent issuable shares from share option schemes.
|
3.
|
The dilutive shares used for this
measure differ from that used for statutory dilutive earnings per
share; the future value of service costs attributable to employee
share options is ignored and contingently issuable shares for
long-term incentive plan options are assumed to fully
vest.
|
Own shares held by an EBT represents
the Company's own shares purchased and held by the Employee Benefit
Trust ("EBT"), shown at cost. In the year ended 31 March 2024, the
EBT purchased 1,005,696 (2023: 139,500) of the Company's own
shares. The Company utilised 346,896 (2023: 139,500) of the shares
during the year to satisfy the exercise of employee share options.
At March 2024, there remained 658,800 of the Company's own shares
being held by the EBT (2023: nil).
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Earnings attributable to ordinary
shareholders
|
|
|
Basic and diluted profit for the
period
|
12,986
|
13,373
|
Share-based payments - IFRS 2 option
charges
|
1,458
|
1,511
|
Amortisation of acquisition-related
intangible assets
|
633
|
534
|
Exceptional costs (note
7)
|
1,250
|
398
|
Gain arising on changes in fair
value of contingent consideration (note 7)
|
(1,350)
|
(2,651)
|
Unwinding of discount on contingent
consideration (note 9)
|
201
|
228
|
Tax impact of adjustments
|
(770)
|
(447)
|
Adjusted basic and diluted profits
for the period and attributable earnings
|
14,408
|
12,946
|
Earnings per share (pence) -
Basic
|
21.39
|
22.43
|
Earnings per share (pence) -
Diluted
|
21.02
|
21.70
|
Adjusted earnings per share (pence)
- Basic
|
23.73
|
21.72
|
Adjusted earnings per share (pence)
- Diluted
|
23.32
|
21.01
|
Adjusted earnings per share (pence)
- Fully Diluted
|
22.91
|
20.61
|
Dividends
The Directors consider the Group's
capital structure and dividend policy at least twice a year ahead
of announcing results and do so in the context of its ability to
continue as a going concern, to execute its strategy and to invest
in opportunities to grow the business and enhance shareholder
value. The Company's dividend policy is described in the Directors'
Report on pages 62 and 63, of the 2024 Annual Report. As at 31
March 2024, the Company's distributable reserves were £7,761,000
(2023: £9,562,000).
During the year, Tatton Asset
Management plc paid the final dividend related to the year ended 31
March 2023 of £6,006,000 representing a payment of 10p per share.
During FY23 £4,810,000 was paid as the final dividend related to
the year ended 31 March 2022 representing 8.5p per share. In
addition, the Company paid an interim dividend of £4,841,000 (2023:
£2,904,000) to its equity shareholders. This represents a payment
of 8.0p per share (2023: 4.5p per share).
The Directors are proposing a final
dividend with respect to the financial year ended 31 March 2024 of
8.0p (2023: 10.0p) per share, which will absorb £4,841,000
(2023: £6,006,000) of shareholders' funds. It will be paid
on 6 August 2024 to shareholders who are on the register of
members on 28 June 2024.
During the year to March 2024, the
Directors became aware that interim dividends paid in 2020, 2021,
2022 and 2023 were made other than in accordance with the Companies
Act 2006 because interim accounts had not been filed prior to
payment. In addition, the Board became aware that the calculation
of distributable reserves for FY21 was completed across the Group
rather than the Company meaning that there were insufficient
distributable profits in the Company at the time the final dividend
relating to FY21 was paid in July 2021, A resolution has been
proposed for the Annual General Meeting due to be held on 30 July
2024 to authorise the appropriation of distributable profits to the
payment of the relevant dividends, and remove any right for the
Company to pursue shareholders or Directors for repayment. The
overall effect of the resolution would be to return all parties to
the position they would have been in, should the relevant dividends
have been made in full compliance with the Companies Act
2006.
12
Staff Costs
The staff costs were as
follows:
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Wages, salaries and
bonuses
|
9,468
|
7,934
|
Social security costs
|
1,161
|
1,032
|
Pension costs
|
361
|
287
|
Share-based payments
|
1,458
|
1,511
|
Total employee benefit expense
|
12,448
|
10,764
|
The remuneration relating to
Executive Directors has been included in the figures above. In the
prior year, these costs were presented separately and so the prior
year figures have been restated to include Executive Directors'
remuneration for consistency.
The average monthly number of
employees (including Executive Directors) during the year was as
follows:
|
31-MAR 2024
|
31-MAR
2023
|
Administration
|
101
|
94
|
Key management
|
3
|
3
|
|
104
|
97
|
Key
management compensation
The remuneration of the statutory
Directors who are the key management of the Group is set out below
in aggregate for each of the key categories specified in IAS 24
"Related Party Disclosures".
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Short-term employee
benefits
|
2,058
|
1,434
|
Post-employment benefits
|
10
|
4
|
Share-based payments
|
571
|
676
|
|
2,639
|
2,114
|
The table above shows the
remuneration for both Executive Directors and Non-Executive
Directors, whereas in the prior year, Non-Executive Directors' fees
of £270,000 were shown separately.
The Group incurred social security
costs of £293,000 (2023: £195,000) on the remuneration of the
Directors and Non-Executive Directors. Retirement benefits are
accruing to one Director (2023: one) under a defined contribution
pension scheme. Within the figures above is £10,000 of company
contributions paid to a pension scheme in respect
of this Director's qualifying services.
Dividends totalling £2,026,000
(2023: £1,458,000) were paid in the year with respect to ordinary
shares held by the Company's Directors. The aggregate gains made by
the Directors on the exercise of share options during the year were
£248,250 (2023: £190,750).
The remuneration of individual
Directors is provided in the Remuneration Committee report on pages
58 to 61 of the 2024 Annual Report. The Directors' remuneration
disclosures on pages 58 to 61 of the 2024 Annual Report form part
of these financial statements.
The remuneration of the highest paid
Director was:
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Total remuneration and benefits in
kind
|
695
|
424
|
The highest paid Director exercised
nil share options in the period (2023: nil). There were 20,000
share options granted to the highest paid Director in the year
(2023: 30,000). There was £nil (2023: £nil) of money or net assets
(other than share options) paid to or receivable by the highest
paid Director under long term incentive schemes in respect of
qualifying services. The highest paid Director received £1,740,000
(2023: £1,257,000) in dividends in the year with respect to
ordinary shares held by the Director and connected parties. No
contributions were made to a defined contribution scheme with
respect to the highest paid Director in the period.
13
Investments in Joint Ventures Accounted for using the Equity
Method
|
(£'000)
|
At
1 April 2023
|
6,762
|
Profit for the year after
tax
|
269
|
Amortisation of intangible assets
relating to joint ventures
|
(207)
|
Deferred tax credit on amortisation
of intangible assets relating to joint ventures
|
33
|
Impairment loss
|
(1,250)
|
Distributions of profit
|
(255)
|
At
31 March 2024
|
5,352
|
An impairment review was carried out
over the investment in 8AM Global Limited ("8AM") due to the
trading performance of the entity being lower than expected. A
value in use calculation has been performed with the recoverable
amount being lower than the carrying value of the investment. An
impairment loss of £1,250,000 has been recognised within
administrative expenses in the Consolidated Statement of Total
Comprehensive Income in the year. The pre-tax discount rate applied
to the cashflow forecasts has been calculated using the capital
asset pricing model, the inputs of which include a country
risk-free rate, equity risk premium, company size premium and a
risk adjustment (beta), grossed up to a pre-tax rate. The pre-tax
discount rate used to calculate value is 16.3% (2023:
11.2%).
The value-in-use is calculated from
cash flow projections based on the Group's forecasts for the five
years ending 31 March 2029. The Group's latest forecasts, which
covers a five-year period, are reviewed by the Board. The Group has
also considered expectations about possible variations in the
amount or timing of those cash flows, details about changes in
assumptions and the impact of these changes is detailed in note
2.25. A declining growth rate of 13% down to 5% has been applied
for the ten year period following the five-year forecast period and
a terminal growth rate of 2.5% for the investment in 8AM has been
applied to year fifteen cash flows. The terminal growth rate is
prudent given the historical growth seen by the Group in the market
in which 8AM operates, and does not exceed the long-term industry
average growth rate.
8AM belongs to the Tatton operating
segment as disclosed within note 4.
NAME OF JOINT VENTURE
|
NATURE OF
BUSINESS
|
PRINCIPAL PLACE
OF BUSINESS
|
CLASS OF SHARE
|
PERCENTAGE OWNED BY THE
GROUP
|
8AM Global Limited
|
Investment Management
|
United Kingdom
|
Ordinary Shares
|
50.0%
|
Niche Investment Management
Limited
|
Investment Management
|
United Kingdom
|
Ordinary Shares
|
50.0%
|
Becketts Wealth Limited
|
Investment Management
|
United Kingdom
|
Ordinary Shares
|
50.0%
|
All of the above joint ventures are
accounted for using the equity method in these consolidated
financial statements, as set out in the Group's
accounting policies in note 2.
Summarised financial information in
respect of the Group's only material joint venture, 8AM, is set out
below.
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Non-current assets
|
29
|
35
|
Current assets
|
645
|
934
|
Current liabilities
|
(178)
|
(502)
|
Total equity
|
496
|
467
|
|
|
|
Group's share of net
assets
|
238
|
224
|
Goodwill and intangible
assets
|
5,551
|
7,009
|
Deferred tax liability
|
(437)
|
(471)
|
Carrying value held by the Group
|
5,352
|
6,762
|
Current assets above include
£345,000 of cash and cash equivalents (2023: £675,000). There are
no current or non-current financial liabilities excluding trade and
other payables and provisions included in current liabilities and
non-current liabilities.
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Revenue
|
1,732
|
1,512
|
Profit for the
year/period
|
539
|
320
|
Dividends received from the joint
ventures in the year/period
|
255
|
60
|
The above profit for the year/period
includes the following:
|
|
|
Depreciation and
amortisation
|
7
|
8
|
Interest income
|
6
|
-
|
Income tax expense
|
282
|
78
|
There is no interest expense in the
year (2023: £nil).
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Joint Venture's profit for the year/period
|
539
|
320
|
|
|
|
Group's share profit for the
year/period before adjustments
|
269
|
160
|
Amortisation of customer
relationship intangible assets
|
(207)
|
(121)
|
Impairment loss
|
(1,250)
|
-
|
Group's share of (loss)/profit for the
year/period
|
(1,188)
|
39
|
8AM Global Limited has a reporting
date of 30 June. The net asset position shown in the table above is
as at 31 March to align with the Group's own reporting. Niche
Investment Management Limited and Becketts Wealth Limited both have
a reporting date of 31 March, in line with the Group. The
comparative figures for income and expense for the prior year
reflect the results of 8AM Global Limited since its
acquisition by the Group.
The Group's interest in all
individually immaterial joint ventures accounted for using the
equity method is £nil (2023: £nil). The Group's share of profit for
the year for these joint ventures is £nil (2023: £nil).
14
Goodwill
|
GOODWILL
(£'000)
|
Cost and carrying value at 1 April
2022 and 31 March 2023
|
9,337
|
Recognised as part of a business
combination
|
459
|
Cost and carrying value at 31 March 2024
|
9,796
|
The carrying value of goodwill
includes £9.4 million allocated to the Tatton operating segment and
CGU. This is made up of £2.5 million arising from the
acquisition in 2014 of an interest in Tatton Oak Limited by Tatton
Capital Limited, consisting of the future synergies and
forecast profits of the Tatton Oak business, £2.0 million arising
from the acquisition in 2017 of an interest in Tatton Capital
Group Limited, £1.4 million of goodwill generated on the
acquisition of Sinfonia, £3.1 million of goodwill generated on
the acquisition of the Verbatim funds business and £0.5 million of
goodwill generated on the acquisition of 56.49% Fintegrate
Financial Solutions Limited within the financial year (see note
25).
The carrying value of goodwill also
includes £0.4 million allocated to the Paradigm operating segment
and CGU relating to the acquisition of Paradigm Mortgage
Services LLP.
Goodwill relating to 8AM Global
Limited is shown within the Investments in Joint Ventures (see note
13).
None of the goodwill is expected to
be deductible for income tax purposes.
Impairment loss and subsequent reversal
Goodwill is subject to an annual
impairment review based on an assessment of the recoverable amount
from future trading. Where, in the opinion of the Directors, the
recoverable amount from future trading does not support the
carrying value of the goodwill relating to a subsidiary company,
then an impairment charge is made. Such an impairment is charged to
the Statement of Total Comprehensive Income.
Impairment testing
For the purpose of impairment
testing, goodwill is allocated to the Group's operating companies
that represent the lowest level within the Group at which the
goodwill is monitored for internal management accounts purposes.
Goodwill acquired in a business combination is allocated, at
acquisition, to the CGUs or group of units that are expected to
benefit from that business combination. The Directors test goodwill
annually for impairment, or more frequently if there are indicators
that goodwill might be impaired. The Directors have reviewed the
carrying value of goodwill at 31 March 2024 and do not consider it
to be impaired.
Growth rates
The value in use is calculated from
cash flow projections based on the Group's forecasts for the next
five years ending 31 March 2029. The Group's latest financial
forecasts, which cover a five-year period, are reviewed by the
Board. A terminal growth rate of 5% (2023: 5%) for the Tatton CGU
has been applied to year five cash flows. The terminal growth rate
is prudent, given the historical growth seen by the Group, and does
not exceed the long-term industry average growth rate.
A terminal growth rate of 0% has been applied to the Paradigm
Mortgage Services LLP CGU that reflects the outer year budget
revenue.
Discount rates
The pre-tax discount rate applied to
the cashflow forecasts is derived from the average of the pre-tax
weighted average cost of capital used by a large number of
comparable businesses, the data for which is externally available.
It is assumed that these businesses have a similar level of
risk to the Group. The pre-tax discount rate used to calculate
value is 14.4% (2023: 11.2%) and has been used for all
CGUs.
Cash flow assumptions
The key assumptions used for the
value in use calculations are those regarding discount rate, growth
rates and expected changes in margins. Forecast sales growth rates
are based on past experience, which has been adjusted for the
strategic direction and near-term investment priorities for each
CGU. The Tatton CGU has not budgeted for any market movements and
has used an average growth rate of net flows of 10%, which
management believe is prudent given the size of the market and
historical growth. The Paradigm Mortgage Services LLP CGU has an
assumed 8% per annum increase in completions for years 1-3 and then
no growth thereafter.
From the assessment performed, no
reasonably possible change in a key assumption would cause the
recoverable amount of either the Tatton CGU or the Paradigm
Mortgage Services LLP CGU to equal its carrying value.
15
Intangible Assets
|
COMPUTER
SOFTWARE (£'000)
|
CLIENT
RELATIONSHIPS (£'000)
|
BRAND
(£'000)
|
TOTAL
(£'000)
|
Cost
|
|
|
|
|
Balance at 31 March 2022
|
1,006
|
4,034
|
98
|
5,138
|
Additions
|
229
|
-
|
-
|
229
|
Balance at 31 March 2023
|
1,235
|
4,034
|
98
|
5,367
|
Additions
|
249
|
-
|
-
|
249
|
Acquired as part of a business
combination
|
365
|
-
|
-
|
365
|
Balance at 31 March 2024
|
1,849
|
4,034
|
98
|
5,981
|
Accumulated amortisation and impairment
|
|
|
|
|
Balance at 31 March 2022
|
(645)
|
(441)
|
(5)
|
(1,091)
|
Charge for the period
|
(247)
|
(404)
|
(10)
|
(661)
|
Balance at 31 March 2023
|
(892)
|
(845)
|
(15)
|
(1,752)
|
Charge for the period
|
(129)
|
(404)
|
(10)
|
(543)
|
Balance at 31 March 2024
|
(1,021)
|
(1,249)
|
(25)
|
(2,295)
|
Net
book value
|
|
|
|
|
As at 31 March 2022
|
361
|
3,593
|
93
|
4,047
|
As at 31 March 2023
|
343
|
3,189
|
83
|
3,615
|
As
at 31 March 2024
|
828
|
2,785
|
73
|
3,686
|
All amortisation charges are
included within administrative expenses in the Statement of Total
Comprehensive Income.
16
Property, Plant and Equipment
|
COMPUTER,
OFFICE EQUIPMENT AND MOTOR VEHICLES (£'000)
|
FIXTURES
AND
FITTINGS
(£'000)
|
RIGHT- OF-
USE ASSETS - BUILDINGS
AND MOTOR
VEHICLES (£'000)
|
TOTAL
(£'000)
|
Cost
|
|
|
|
|
Balance at 31 March 2022
|
345
|
477
|
991
|
1,813
|
Additions
|
86
|
3
|
-
|
89
|
Disposals
|
(77)
|
-
|
-
|
(77)
|
Balance at 31 March 2023
|
354
|
480
|
991
|
1,825
|
Additions
|
97
|
18
|
622
|
737
|
Disposals
|
(104)
|
-
|
(689)
|
(793)
|
Balance at 31 March 2024
|
347
|
498
|
924
|
1,769
|
Accumulated depreciation and impairment
|
|
|
|
|
Balance at 31 March 2022
|
(239)
|
(302)
|
(523)
|
(1,064)
|
Charge for the period
|
(72)
|
(96)
|
(216)
|
(384)
|
Disposals
|
77
|
-
|
-
|
77
|
Balance at 31 March 2023
|
(234)
|
(398)
|
(739)
|
(1,371)
|
Charge for the period
|
(86)
|
(73)
|
(216)
|
(375)
|
Disposals
|
104
|
-
|
689
|
793
|
Balance at 31 March 2024
|
(216)
|
(471)
|
(266)
|
(953)
|
Net
book value
|
|
|
|
|
As at 31 March 2022
|
106
|
175
|
468
|
749
|
As at 31 March 2023
|
120
|
82
|
252
|
454
|
As
at 31 March 2024
|
131
|
27
|
658
|
816
|
All depreciation charges are
included within administrative expenses in the Statement of Total
Comprehensive Income.
The Group leases buildings, motor
vehicles and IT equipment. The Group has applied the practical
expedient for short-term leases and so has not recognised IT
equipment within ROU assets. The average lease term is five years.
One lease expired in the year and a new lease was entered into
in its place. The maturity analysis for lease liabilities is shown
in note 21. The future lease payments relating to lease liabilities
are fixed.
Right-of-use assets
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Amounts recognised in profit and
loss
|
|
|
Depreciation on right-of-use
assets
|
(216)
|
(216)
|
Interest expense on lease
liabilities
|
(6)
|
(14)
|
Expense relating to short-term
leases
|
(66)
|
(59)
|
|
(288)
|
(289)
|
At 31 March 2024, the Group is
committed to £64,000 for short-term leases (2023:
£80,000).
The total cash outflow for all
leases amounts to £294,000 (2023: £339,000). The cash outflows for
the principal portion of lease liabilities and for the
interest portion of lease liabilities is shown within financing
activities in the Consolidated Statement of Cash Flows. The cash
outflows for the payments of short-term leases are shown within
operating activities in the Consolidated Statement of Cash
Flows.
17
Trade and Other Receivables
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Trade receivables
|
878
|
278
|
Accrued income
|
3,427
|
2,614
|
Prepayments
|
756
|
843
|
Other receivables
|
235
|
47
|
|
5,296
|
3,782
|
Less non-current portion:
|
|
|
Other receivables
|
(188)
|
-
|
Total non-current trade and other
receivables
|
(188)
|
-
|
Total current trade and other
receivables
|
5,108
|
3,782
|
Trade and other receivables,
excluding prepayments, are financial assets. The carrying value of
these financial assets are considered a fair approximation of their
fair value. Accrued income is made up of contract assets which are
balances due from customers that arise when the Group delivers the
service. Payment for services is not due from the customer until
the services are complete and therefore a contract asset is
recognised over the period in which the services are performed to
represent the entity's right to consideration for the services
transferred to date. This usually relates to providing one month of
investment management service prior to receiving the cash from the
customer in the following month. The balance of trade receivables
and of accrued income at 1 April 2022 was £329,000 and £2,653,000
respectively.
The Group applies the IFRS 9
simplified approach to measuring expected credit losses ("ECLs")
for trade receivables and accrued income at an amount
equal to lifetime ECLs. In line with the Group's historical
experience, and after consideration of current
credit exposures, the Group does not expect to incur any
credit losses and has not recognised any ECLs in the current
year (2023: £nil).
Trade receivable amounts are all
held in sterling.
18
Trade and Other Payables
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Trade payables
|
328
|
397
|
Amounts due to related
parties
|
-
|
234
|
Accruals
|
4,389
|
3,301
|
Deferred income
|
238
|
138
|
Contingent consideration
|
903
|
2,989
|
Lease liabilities
|
659
|
261
|
Other payables
|
2,608
|
2,845
|
|
9,125
|
10,165
|
Less non-current portion:
|
|
|
Contingent consideration
|
(402)
|
(2,209)
|
Lease liabilities
|
(567)
|
(45)
|
Other payables
|
(47)
|
-
|
Total non-current trade and other
payables
|
(1,016)
|
(2,254)
|
Total current trade and other
payables
|
8,109
|
7,911
|
Trade payables, accruals, lease
liabilities, contingent consideration and other payables are
considered financial liabilities. The Directors consider that
the carrying amount of trade payables approximates to their fair
value.
Within other payables, there is a
loan of £46k that holds a fixed and floating charge over all
present and future property and undertakings of Fintegrate
Financial Solutions Limited.
Trade payable amounts are all held
in sterling.
19
Deferred Taxation
|
DEFERRED
CAPITAL ALLOWANCES (£'000)
|
SHORT-TERM
TIMING DIFFERENCES (£'000)
|
SHARE-
BASED PAYMENTS (£'000)
|
ACQUISITION INTANGIBLES (£'000)
|
TOTAL
(£'000)
|
Asset/(liability) at 31 March
2022
|
(63)
|
-
|
1,800
|
(896)
|
841
|
Income statement credit
|
49
|
-
|
251
|
99
|
399
|
Equity credit
|
-
|
-
|
18
|
-
|
18
|
Asset/(liability) at 31 March 2023
|
(14)
|
-
|
2,069
|
(797)
|
1,258
|
Income statement
credit/(charge)
|
(120)
|
28
|
101
|
636
|
645
|
Recognised as part of a business
combination
|
-
|
-
|
-
|
(92)
|
(92)
|
Equity credit
|
-
|
-
|
760
|
-
|
760
|
Asset/(liability) at 31 March 2024
|
(134)
|
28
|
2,930
|
(253)
|
2,571
|
A deferred tax asset of £177,000 on
a temporary timing difference of £710,000 relating to a difference
between the carrying value and the tax base of intangibles acquired
in Tatton Capital Limited relating to Verbatim has not been
recognised as it is not expected that the temporary difference
would reverse in the foreseeable future.
20
reconciliation of LIABILITIES ARISING FROM FINANCING
ACTIVITIES
|
1 APRIL
2022 (£'000)
|
Financing
CASH FLOWS (£'000)
|
NON-CASH
CHANGES: INTEREST (£'000)
|
31 MARCH
2023
(£'000)
|
Financing CASH FLOWS
(£'000)
|
ADDITIONS
(£'000)
|
NON-CASH CHANGES: INTEREST
(£'000)
|
31 MARCH 2024
(£'000)
|
Long-term borrowings
|
-
|
-
|
-
|
-
|
-
|
62
|
-
|
62
|
Short-term borrowings
|
-
|
-
|
-
|
-
|
(18)
|
141
|
3
|
126
|
Lease liabilities
|
516
|
(269)
|
14
|
261
|
(230)
|
622
|
6
|
659
|
|
516
|
(269)
|
14
|
261
|
(248)
|
825
|
9
|
847
|
Long-term and short-term borrowings
relate to interest-bearing borrowings added on the acquisition of
Fintegrate Financial Solutions Limited. These are disclosed within
Other payables within note 18.
21
Financial Instruments
The Group's treasury activities are
designed to provide suitable, flexible funding arrangements to
satisfy the Group's requirements. The Group uses financial
instruments comprising borrowings, cash and items such as trade
receivables and payables that arise directly from its
operations. The main risks arising from the Group's financial
instruments are interest rate risks, credit risks and
liquidity risks. The Board reviews policies for managing each of
these risks and they are summarised below. The Group finances
its operations through a combination of cash resource and other
borrowings.
Categories of financial instruments
The financial assets and liabilities
of the Group are detailed below:
|
AT 31 March
2024
|
at 31
march 2023
|
|
Amortised cost
(£'000)
|
Financial liabilities
(£'000)
|
Fvpl
(£'000)
|
Carrying value
(£'000)
|
Amortised
cost (£'000)
|
Financial
liabilities (£'000)
|
fvpl
(£'000)
|
Carrying
value (£'000)
|
Financial assets
|
|
|
|
|
|
|
|
|
Financial assets at FVPL
|
-
|
-
|
106
|
106
|
-
|
-
|
123
|
123
|
Trade receivables
|
878
|
-
|
-
|
878
|
278
|
-
|
-
|
278
|
Accrued income
|
3,427
|
-
|
-
|
3,427
|
2,614
|
-
|
-
|
2,614
|
Other receivables
|
235
|
-
|
-
|
235
|
47
|
-
|
-
|
47
|
Cash and cash equivalents
|
24,838
|
-
|
-
|
24,838
|
26,494
|
-
|
-
|
26,494
|
|
29,378
|
-
|
106
|
29,484
|
29,433
|
-
|
123
|
29,556
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
-
|
8,228
|
-
|
8,228
|
-
|
9,532
|
-
|
9,532
|
Lease liabilities
|
-
|
659
|
-
|
659
|
-
|
261
|
-
|
261
|
|
-
|
8,887
|
-
|
8,887
|
-
|
9,793
|
-
|
9,793
|
Fair value estimation
IFRS 7 requires the disclosure of
fair value measurements of financial instruments by level of the
following fair value measurement hierarchy:
•
|
Quoted prices (unadjusted) in active
markets for identical assets or liabilities (level 1).
|
•
|
Inputs other than quoted prices
included within level 1 that are observable for the asset or
liability, either directly
(that is, as prices) or indirectly
(that is, derived from prices) (level 2).
|
•
|
Inputs for the asset or liability
that are not based on observable market data (that is, unobservable
inputs) (level 3).
|
All financial assets, except for
financial investments, are held at amortised cost and are
classified as level 1. The carrying amount of these financial
assets at amortised cost approximate to their fair value. Financial
investments are categorised as financial assets at fair value
through profit or loss and are classified as level 1 and the fair
value is determined directly by reference to published prices
in an active market.
Financial assets at fair value through profit or loss (level
1)
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Financial investments in regulated
funds or model portfolios
|
106
|
123
|
All financial liabilities, except
for contingent consideration, are categorised as financial
liabilities measured at amortised cost and are also classified
as level 1. The only financial liabilities measured subsequently at
fair value on level 3 fair value measurement represent contingent
consideration relating to a business combination.
Contingent consideration has been
valued using a discounted cash flow method that was used to capture
the present value arising from the contingent consideration.
The unobservable inputs are:
•
|
The risk-adjusted discount rate of
8.01%; and
|
•
|
Probability-adjusted level of assets
under management, which have a range of £246,000,000 to
£390,000,000.
|
The higher the discount rate, the
lower the fair value. If the discount rate was 1% higher/lower
while all other variables were held constant, the carrying amount
would decrease/increase by £8,000. If the weighted average of AUM
increased/decreased by £10,000,000, the carrying amount would
increase/decrease by £29,000.
Financial liabilities at fair value
through profit or loss (level 3)
CONTINGENT CONSIDERATION
|
£'000
|
Balance at 1 April 2022
|
2,486
|
Recognition of contingent
consideration as part of a business combination
|
2,926
|
Unwinding of discount
rate
|
228
|
Changes in fair value of contingent
consideration
|
(2,651)
|
Balance at 31 March 2023
|
2,989
|
Contingent consideration
paid
|
(937)
|
Unwinding of discount
rate
|
201
|
Changes in fair value of contingent
consideration
|
(1,350)
|
Balance at 31 March 2024
|
903
|
The unwinding of the discount rate
and the changes in fair value of contingent consideration have been
recognised in the Consolidated Statement of Total Comprehensive
Income.
During the year, a payment of
£250,000 was made relating to the contingent consideration due for
the acquisition of 8AM Global Limited. At 31 March 2023,
the undiscounted liability held for this first payment
totalled £101,000. A payment of £687,000 was made relating to the
contingent consideration due for the acquisition of the Verbatim
funds. At 31 March 2023, the undiscounted liability held for this
first payment amounted to £706,000.
The fair value of the remaining
contingent consideration for 8AM and Verbatim was reviewed at 31
March 2024 using a discounted cash flow analysis. The expected cash
flows are estimated based on the Group's knowledge of the business
and how the current economic environment is likely to impact it.
For 8AM Global Limited, the second contingent consideration payment
is based on the run rate EBIT at deferred payment date compared to
that at acquisition. The unobservable inputs for the 8AM contingent
consideration include the risk-adjusted discount rate of 8.0%
(2023: 7.8%) and future profitability of the business of up to
£500,000. If the discount rate were to change by 1%, this would
increase/decrease the fair value of contingent consideration
by £nil. If profitability were to be 10% higher or lower, the fair
value of contingent consideration would increase/decrease by
£nil.
Based on results to date, it was
deemed extremely unlikely that the conditions for payment would be
made and so the brought forward liability of £889,000 relating to
8AM was released.
For Verbatim, the expected change in
AUM and resulting cash flows are estimated based on the Group's
knowledge of the business and how the current economic
environment is likely to impact it. The contingent consideration
payable is dependent on the total value of AUM at the payment date
compared to the value of AUM at acquisition, £650m. The
scenarios used to calculate the deferred payments were updated to
include AUM movements to date and management's perception of
likelihood of occurrence. This lead to a reduction of £461,000 in
the value of contingent consideration recognised.
The unobservable inputs for the
Verbatim contingent consideration include the risk-adjusted
discount rate of 8.0% (2023: 7.8%) and future AUM of the funds
ranging in value up to £400m. If the discount rate were to change
by 1%, this would increase/decrease the fair value of contingent
consideration by £8,000. If AUM were to be 10% higher or lower,
the fair value of contingent consideration would
increase/decrease by £90,000.
Interest rate risk
The Group finances its operations
through retained profits. The Group's cash and cash equivalents
balance of £24,838,000 and borrowings of £85,000 are the financial
instruments subject to variable interest rate risk. The impact of a
1% increase or decrease in interest rate on the post-tax
profit is not material to the Group.
Credit risk
Credit risk is the risk that a
counterparty will cause a financial loss to the Group by failing to
discharge its obligation to the Group. The financial
instruments are considered to have a low credit risk due to the
mitigating procedures in place. The Group manages its exposure
to this risk by applying Board-approved limits to the amount of
credit exposure to any one counterparty, and employs
strict minimum creditworthiness criteria as to the choice of
counterparty, thereby ensuring that there are no significant
concentrations. The Group does not have any significant credit risk
exposure to any single counterparty or any group of counterparties
having similar characteristics. The maximum exposure to credit risk
for receivables and other financial assets is represented by their
carrying amount.
The Group's maximum exposure to
credit risk is limited to the carrying amount of its financial
assets recognised at 31 March.
The Group continuously monitors
defaults of customers and other counterparties, identified either
individually or by the Group, and incorporates this
information into its credit risk controls. The Group's policy is to
deal only with credit-worthy counterparties.
The Group's management consider that
all of the above financial assets that are not impaired or past due
for each of the 31 March reporting dates under review are
of good credit quality.
At 31 March, the Group had certain
trade receivables that had not been settled by the contractual date
but were not considered to be impaired. The amounts at 31 March,
analysed by the length of time past due, are:
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
Not more than 3 months
|
814
|
233
|
More than 3 months but not more than
6 months
|
42
|
30
|
More than 6 months but not more than
1 year
|
14
|
6
|
More than 1 year
|
8
|
8
|
Total
|
878
|
277
|
Trade receivables consist of a large
number of customers within the UK. Based on historical information
about customer default rates, management consider the credit
quality of trade receivables that are not past due or impaired to
be good.
The Group has rebutted the
presumption in paragraph 5.5.11 of IFRS 9 that credit risk
increases significantly when contractual payments are more than 30
days past due where the Group has reasonable and supportable
information that demonstrates otherwise.
The credit risk for cash and cash
equivalents is considered negligible, since the counterparties are
reputable banks with high quality external credit
ratings.
Liquidity risk
Liquidity risk is the risk that
companies within the Group will encounter difficulty in meeting the
obligations associated with financial liabilities. To counter
this risk, the Group operates with a high level of interest cover
relative to its net asset value. In addition, it benefits from
strong cash flow from its normal trading activities. The Group
manages its liquidity needs by monitoring scheduled debt
servicing payments for long-term financial liabilities as well as
forecast cash inflows and outflows due in day to day business.
The data used for analysing these cash flows is consistent with
that used in the contractual maturity analysis below.
At 31 March 2024, the Group's
non-derivative financial liabilities have contractual maturities
(including interest payments where applicable) as summarised
below:
|
CURRENT
|
NON-CURRENT
|
AT
31 MARCH 2024
|
WITHIN 6 MONTHS
(£'000)
|
6 TO 12
MONTHS
(£'000)
|
1 TO 5
YEARS
(£'000)
|
LATER
THAN 5
YEARS
(£'000)
|
Trade and other payables
|
7,259
|
4
|
57
|
5
|
Lease liabilities
|
95
|
56
|
644
|
-
|
Contingent consideration
|
521
|
-
|
451
|
-
|
Total
|
7,875
|
60
|
1,152
|
5
|
Lease liabilities above totalling
£795k are the undiscounted values of the total lease liability of
£659k as shown in note 18. Contingent consideration above totalling
£972k is the undiscounted liability of the contingent consideration
of £903k as shown in note 18.
This compares with the maturity of
the Group's non-derivative financial liabilities in the previous
reporting period as follows:
|
CURRENT
|
NON-CURRENT
|
AT 31 MARCH 2023
|
WITHIN 6
MONTHS
(£'000)
|
6 TO
12
MONTHS
(£'000)
|
1 TO 5
YEARS
(£'000)
|
LATER
THAN 5
YEARS
(£'000)
|
Trade and other payables
|
6,775
|
-
|
-
|
-
|
Lease liabilities
|
134
|
88
|
46
|
-
|
Contingent consideration
|
807
|
-
|
2,527
|
-
|
Total
|
7,716
|
88
|
2,573
|
-
|
The above amounts reflect the
contractual undiscounted cash flows, which may differ from the
carrying values of the liabilities at the reporting
date.
Market risk
The Group has made investments in
its own managed funds and portfolios and the value of these
investments is subject to equity market risk, this being the risk
that changes in equity prices will affect the Group's income or the
value of its holdings of financial instruments. If equity prices
had been 5% higher/lower, the impact on the Group's Statement of
Comprehensive Income would be £5,000 higher/lower, due to changes
in the fair value of financial assets at fair value through profit
or loss.
22
Share Capital
|
NUMBER OF
SHARES
|
Authorised, called-up and fully paid £0.20 ordinary
shares
|
|
At 1 April 2022
|
58,914,887
|
Issue of share capital on exercise
of employee share options
|
263,098
|
Issue of share capital on purchase
of a joint venture
|
877,737
|
At 1 April 2023
|
60,055,722
|
Issue of share capital on exercise
of employee share options
|
455,678
|
At
31 March 2024
|
60,511,400
|
Each share in Tatton Asset
Management plc carries one vote and the right to a
dividend.
23
Own Shares
The following movements in own
shares occurred during the year:
|
NUMBER of
shares
|
£'000
|
At 1 April 2022
|
-
|
-
|
Acquired in the year
|
139,500
|
28
|
Utilised on exercise of employee
share options
|
(139,500)
|
(28)
|
At 1 April 2023
|
-
|
-
|
Acquired in the year
|
658,800
|
3,278
|
New share capital issued to the
EBT
|
346,896
|
69
|
Utilised on exercise of employee
share options
|
(346,896)
|
(69)
|
At
31 March 2024
|
658,800
|
3,278
|
Own shares represent the cost of the
Company's own shares, either purchased in the market or issued by
the Company, which are held by an EBT to satisfy future awards
under the Group's share-based payment schemes (note 24).
24
Share-Based Payments
During the year, a number of
share-based payment schemes and share options schemes have been
utilised by the Group, described under 24.1 Current
schemes.
24.1 Current schemes
(i)
Tatton Asset Management plc EMI Scheme ("TAM EMI
Scheme")
On 7 July 2017, the Group launched
an EMI share option scheme relating to shares in Tatton Asset
Management plc, to enable senior management to
participate in the equity of the Company. 3,022,733 options with a
weighted average exercise price of £1.89 were granted,
exercisable in July 2020. There have been nil (2023: nil) options
exercised during the year from this scheme.
The scheme was extended on 8 August
2018, with 1,720,138 zero-cost options granted. This scheme vested
in August 2021 and 50,000 options were exercised in the year (2023:
50,000). The scheme was extended again on 1 August 2019, 28 July
2020, 15 July 2021 and 25 July 2022 with 193,000, 1,000,000,
279,858 and 274,268 zero-cost options granted in each respective
year. These options are exercisable on the third anniversary of the
grant date. There were 204,523 zero-cost options granted in the
current year financial year on 24 July 2023.
The options granted in 2020 vested
and became exercisable in July 2023. There have been 296,896
options exercised during the period from this scheme. The weighted
average share price at the date of exercise was £4.97. 27,912 of
these options lapsed in the year. A total of 2,569,630 options
remain outstanding at 31 March 2024, 1,878,861 of which are
currently exercisable. 64,524 options were forfeited in the period
(2023: 6,355).
The weighted average contractual
life for share options outstanding at the end of the period was
5.55 years (2023: 6.40 years).
The vesting conditions for the
scheme are detailed in the Remuneration Committee report on pages
58 to 61 of the 2024 Annual Report. The weighted average fair
value of the options granted during the year was £4.37. Within the
accounts of the Company, the fair value at grant date is
estimated using the appropriate models, including both the
Black-Scholes and Monte Carlo modelling methodologies. Share
price volatility has been estimated using the historical share
price volatility of the Company, the expected volatility
of the Company's share price over the life of the options and the
average volatility applying to a comparable group of listed
companies. Key valuation assumptions and the costs recognised
in the accounts during the period are noted in 24.2 and
24.3, respectively.
|
NUMBER
OF
SHARE
OPTIONS GRANTED
|
WEIGHTED
AVERAGE PRICE (£)
|
Outstanding at 1 April
2022
|
2,726,026
|
0.60
|
Granted during the period
|
274,268
|
-
|
Exercised during the
period
|
(189,500)
|
-
|
Forfeited during the
period
|
(6,355)
|
-
|
Outstanding at 31 March
2023
|
2,804,439
|
0.59
|
Exercisable at 31 March
2023
|
1,256,668
|
1.31
|
Outstanding at 1 April
2023
|
2,804,439
|
0.59
|
Granted during the period
|
204,523
|
-
|
Exercised during the
period
|
(346,896)
|
-
|
Forfeited during the
period
|
(64,524)
|
-
|
Lapsed during the period
|
(27,912)
|
-
|
Outstanding at 31 March 2024
|
2,569,630
|
0.64
|
Exercisable at 31 March 2024
|
1,878,861
|
0.88
|
(ii) Tatton Asset Management plc Sharesave scheme ("TAM
Sharesave scheme")
On 6 July 2020, 2 August 2021, 4
August 2022 and 25 August 2023, the Group launched all employee
Sharesave schemes for options over shares in Tatton Asset
Management plc, with the schemes in the periods 2020 and 2021 being
administered by Yorkshire Building Society and the schemes in 2022
and 2023 being administered by Link Group. Employees are able
to save between £10 and £500 per month over a three-year life
of each scheme, at which point they each have the option
to either acquire shares in the Company or receive the cash
saved.
The 2020 TAM Sharesave scheme vested
in August 2023 and 108,781 share options became exercisable. Over
the life of the 2021 TAM Sharesave scheme it is estimated that,
based on current savings rates, 38,160 share options will be
exercisable at an exercise price of £3.60. Over the life of the
2022 TAM Sharesave scheme, it is estimated that, based on current
savings rates, 45,763 share options will be exercisable at an
exercise price of £3.26. Over the life of the 2023 TAM Sharesave
scheme, it is estimated that, based on current savings rates,
89,223 share options will be exercisable at an exercise price of
£3.89. 108,781 options were exercised in the year at a weighted
average share price at the date of exercise of £4.97. The weighted
average contractual life for share options outstanding at the end
of the period was 1.54 years (2023: 1.02 years).
The weighted average fair value of
the options granted during the year was £1.60. Within the accounts
of the Company, the fair value at grant date is estimated
using the Black-Scholes methodology for 100% of the
options. Share price volatility has been estimated using the
historical share price volatility of the Company, the expected
volatility of the Company's share price over the life of the
options and the average volatility applying to a comparable
group of listed companies. Key valuation assumptions and the costs
recognised in the accounts during the period are noted in 24.2
and 24.3, respectively.
|
NUMBER OF
SHARE OPTIONS GRANTED
|
WEIGHTED
AVERAGE PRICE (£)
|
Outstanding at 1 April
2022
|
114,517
|
2.14
|
Granted during the period
|
60,538
|
2.53
|
Exercised during the
period
|
(73,599)
|
1.79
|
Forfeited during the
period
|
(6,361)
|
2.66
|
Outstanding at 31 March
2023
|
95,095
|
2.57
|
Exercisable at 31 March
2023
|
-
|
-
|
Outstanding at 1 April
2023
|
95,095
|
2.57
|
Granted during the period
|
90,473
|
2.93
|
Forfeited during the
period
|
(6,810)
|
3.22
|
Exercised during the
period
|
(108,781)
|
2.29
|
Outstanding at 31 March
2024
|
69,977
|
3.53
|
Exercisable at 31 March
2024
|
-
|
-
|
24.2 Valuation assumptions
Assumptions used in the option
valuation models to determine the fair value of options at the date
of grant were as follows:
|
EMI SCHEME
2023
|
2022
|
2021
|
2020
|
SHARESAVE SCHEME
2023
|
2022
|
2021
|
2020
|
Share price at grant (£)
|
4.74
|
4.03
|
4.60
|
2.84
|
4.91
|
4.25
|
4.80
|
2.85
|
Exercise price (£)
|
-
|
-
|
-
|
-
|
3.89
|
3.26
|
3.60
|
2.29
|
Expected volatility (%)
|
35.24
|
34.05
|
33.76
|
34.80
|
35.13
|
34.05
|
33.76
|
34.80
|
Expected life (years)
|
3.00
|
3.00
|
3.00
|
3.00
|
3.00
|
3.00
|
3.00
|
3.00
|
Risk free rate (%)
|
4.64
|
1.71
|
0.24
|
(0.06)
|
4.74
|
1.71
|
0.12
|
(0.06)
|
Expected dividend yield
(%)
|
3.06
|
3.11
|
2.39
|
3.38
|
2.95
|
3.11
|
2.39
|
3.38
|
24.3 IFRS 2 share-based option costs
|
31-MAR 2024
(£'000)
|
31-MAR
2023 (£'000)
|
TAM EMI scheme
|
1,376
|
1,446
|
TAM Sharesave scheme
|
82
|
65
|
|
1,458
|
1,511
|
The Consolidated Statement of Cash
Flows shows an adjustment to Net cash from operating activities
relating to share-based payments of £1,236,000 (2023: £1,420,000).
This is a charge in the year of £1,458,000 (2023: £1,511,000)
adjusted for cash paid relating to national insurance
contributions on the exercise of share options of £222,000 (2023:
£91,000). Of the charge of £1,458,000, £980,000 is recognised
through equity with the remaining £478,000 relating to the
cost of national insurance contributions which are not accounted
for through equity.
25
Business combinations
On 29 November 2023, the Group
acquired 56.49% of Fintegrate Financial Solutions Limited
("Fintegrate"), a digital financial planning software company, and
the acquisition has been treated as a business combination. The
acquisition of Fintegrate was made in order to broaden
the support services the Group can offer to its IFA firms
across the Group. The amounts recognised with respect to
the identifiable assets acquired and liabilities assumed upon
the acquisition of Fintegrate are set out in the table
below:
|
£'000
|
Identifiable intangible assets
|
365
|
Cash
|
273
|
Trade and other
receivables
|
10
|
Trade and other payables
|
(365)
|
Deferred tax liability
|
(92)
|
Total identifiable assets
|
191
|
Less: non-controlling
interest
|
(123)
|
Goodwill
|
459
|
Total Consideration
|
527
|
Satisfied by:
|
|
Cash
|
527
|
Total consideration transferred
|
527
|
Net cash outflow arising on
acquisition
|
|
Cash consideration
|
527
|
Less: net cash acquired
|
(273)
|
Net
cash outflow
|
254
|
The fair value of the Fintegrate
software within its identifiable intangible assets has been
measured using a relief from royalty valuation methodology. The
model uses estimates of the future growth of the business to derive
a forecast series of cash flows and applies a royalty rate, with
the relief from royalty being discounted to a present value to
determine the fair value of the software acquired. The useful
economic life of the software has been determined to be ten
years.
The goodwill of £459,000 arising
from the acquisition consists of future synergies and future income
expected to be generated from the entity. None of the goodwill is
expected to be deductible for income tax purposes.
The Group recognises non-controlling
interests in an acquired entity either at fair value or at the
non-controlling interest's proportionate share of the acquired
entity's net identifiable assets. This decision is made on an
acquisition-by-acquisition basis. For the non-controlling interests
in Fintegrate, the Group elected to recognise the non-controlling
interests at its proportionate share of the acquired net
identifiable assets, which was a net asset position of £123,000 at
acquisition. Acquisition-related costs (included in administrative
expenses) amount to £27,000. Fintegrate contributed £18,000 to
revenue and a loss of £137,000 to the Group's profit, before making
any adjustment for non-controlling interest, for the period between
the date of acquisition and the reporting date. Had Fintegrate been
consolidated from 1 April 2023, the Consolidated Statement of Total
Comprehensive Income would have included revenue of £32,000 and
loss of £508,000.
26
Related Party Transactions
Ultimate controlling party
The Directors consider there to be
no ultimate controlling party.
Relationships
Balances and transactions between
the Parent Company and its subsidiaries, which are related parties,
have been eliminated on consolidation and are not disclosed in this
note. The Group has trading relationships with the following
entities in which Paul Hogarth, a Director, has a beneficial
interest:
ENTITY
|
NATURE OF TRANSACTIONS
|
Suffolk Life Pensions
Limited
|
The Group pays lease rental payments
on an office building held in a pension fund by Paul
Hogarth.
|
Hermitage Holdings (Wilmslow)
Limited
|
The Group incurs recharged costs
from this entity relating to trading activities.
|
Related party balances
|
TERMS AND
CONDITIONS
|
2024 VALUE OF INCOME/ (COST)
(£'000)
|
BALANCE RECEIVABLE/
(PAYABLE)
(£'000)
|
2023 VALUE
OF INCOME/ (COST) (£'000)
|
BALANCE
RECEIVABLE/ (PAYABLE)
(£'000)
|
Suffolk Life Pensions
Limited
|
Payable in advance
|
(47)
|
(15)
|
(61)
|
-
|
Hermitage Holdings
(Wilmslow) Limited
|
Repayment on demand
|
(12)
|
-
|
(12)
|
1
|
Balances with related parties are
non-interest-bearing.
Key
management personnel remuneration
Key management includes Executive
and Non-Executive Directors. The compensation paid or payable to
key management personnel is as disclosed in note 12.
27
ALTERNATIVE PERFORMANCE MEASURES ("APMS")
The Group has identified and defined
certain measures that it uses to understand and manage its
performance. The measures are not defined under IFRS and are not
considered to be a substitute for or superior to IFRS measures, but
management believe that these APMs provide stakeholders with
additional helpful information and enable an alternative comparison
of performance over time. The APMs should not be viewed in
isolation, but as supplementary information. APMs may not be
comparable with similarly titled measures presented by other
companies.
The APMs are used by the Board and
management to analyse the business and financial performance, track
the Group's progress and help develop long-term strategic plans.
Some APMs, where noted below, are used as key management incentive
metrics. The APMs provide additional information to investors and
other external shareholders to provide additional understanding of
the Group's results of operations as supplemental measures of
performance.
There have been a number of APMs
which have been removed from the list below this year. These are
items which have previously been disclosed as an alternative way of
looking at the growth of the Group but are not KPIs of the
business. The APMs removed from this list during the year as
they have not been referred to in this Annual Report are: Adjusted
profit before tax before separately disclosed items; Dividend
cover; Dividend yield; CAGR in AUM and CAGR in Tatton
firm numbers; and Average annual net inflows.
APM
|
CLOSEST EQUIVALENT
MEASURE
|
RECONCILING ITEMS TO THEIR
STATUTORY MEASURE
|
DEFINITION AND PURPOSE
|
Adjusted operating profit
|
Operating profit
|
Items in note (a) below
|
The reconciliation between Operating
profit and Adjusted operating profit can be seen on the face of the
Consolidated Statement of Total Comprehensive Income. See note 7
for the value of the adjusting items. This is a key management
incentive metric.
|
Adjusted operating profit
margin
|
Operating
profit
margin
|
Items in note (a) below
|
Adjusted operating profit divided by
revenue to report the margin delivered. Progression in
adjusted operating margin is an indicator of the Group's
operating efficiency.
See note 7 for the value of the
adjusting items.
|
Cash generated from operations
before exceptional items
|
Cash generated from
operations
|
Cash flows from exceptional
items
|
Cash generated from operations is
adjusted to exclude cash flows from exceptional items. The
reconciliation between cash generated from operations and Cash
generated from operations before exceptionals can be seen on the
Statement of Cash Flows. This is a measure of the cash generation
and working capital efficiency of the Group's operations and is
a key management performance measure.
|
Adjusted earnings per share -
Basic
|
Earnings per share -
Basic
|
Items in note (b) below
|
Profit after tax attributable to
shareholders of the Company is adjusted to exclude separately
disclosed items as detailed in note 11 and is divided by the
same denominator as Basic EPS, being the weighted average number of
ordinary shares in issue. Adjusted EPS - Basic is presented to
reflect the impact of the separately disclosed items included in
Adjusted operating profit.
|
Adjusted earnings per share - Fully
Diluted
|
Earnings per share -
Diluted
|
Items in note (b) below
|
Profit after tax is adjusted to
exclude separately disclosed items as detailed in note 11 and is
divided by the total number of dilutive shares, assuming
all contingently issuable shares will fully vest.
The reconciliation and calculation of Adjusted EPS
- Diluted is shown in note 11. Adjusted EPS - Fully
Diluted is presented to reflect the impact of the separately
disclosed items included in Adjusted operating profit and to
include all shares which are contingently issuable assuming share
options fully vest. This is a key management incentive
metric.
|
Other measures
|
|
|
|
Tatton - assets under management
("AUM") and net inflows
|
None
|
Not applicable
|
AUM is representative of the
customer assets and is a measure of the value of the customer base.
Movements in this base are an indication of performance in the
year and growth of the business to generate revenues going
forward. Net inflows measure the net of inflows and outflows of
customer assets in the year. Net inflows are a key
management incentive metric.
|
Tatton - assets under influence
("AUI")
|
None
|
Not applicable
|
AUI is representative of the
customer assets which are not directly managed by Tatton but
over which we hold influence due to our shareholding in the company
in which they are managed, and is a measure of the value of the
customer base. Movements in this base are an indication of our
participation in the joint venture and its growth in order to
generate Tatton's share of profits going forward.
|
Tatton firms
|
None
|
Not applicable
|
Alternative growth measure to
revenue; an operational view of growth in the Tatton
division.
|
Paradigm - Consulting members,
Mortgages lending and member firms
|
None
|
Not applicable
|
Alternative growth measure to
revenue; an operational view of growth in the Paradigm division
which is supported by two main service lines: Consulting and
Mortgages.
|
Return on capital employed
("ROCE")
|
None
|
Not applicable
|
ROCE is calculated as annual
adjusted operating profit for the last 12 months, as shown on the
Consolidated Statement of Total Comprehensive Income, expressed as
a percentage of the average total assets less current liabilities.
The denominator for 2024 is £44.2m and for 2023 is £38.9m. ROCE
measures how effectively we have deployed our resources and how
efficiently we apply our capital.
|
(a)
|
Reconciling items include:
Exceptional items, share-based payments, changes in the fair value
of contingent consideration, amortisation
of acquisition-related intangibles, and operating loss
relating to non-controlling interest.
|
(b)
|
Reconciling items include:
Exceptional items, share-based payments, changes in the fair value
of contingent consideration, amortisation
of acquisition-related items, unwinding of discount on
contingent consideration, and the tax thereon.
|
28
POST BALANCE SHEET EVENTS
There have been no post balance
sheet events.
29
CAPITAL COMMITMENTS
At 31 March 2024, the Directors
confirmed there were no capital commitments (2023: none) for
capital improvements.
30
CONTINGENT LIABILITIES
At 31 March 2024, the Directors
confirmed there were no contingent liabilities (2023:
none).