28 March 2024

("TEAM " or the "Company ")

Final Results

TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial services group, is pleased to announce its final audited results for the year to 30 September 2023.

Financial Highlights

·    Revenues increased 151% to £5.3m (FY 22: £2.1m)

·    Adjusted EBITDA loss of £0.7m (FY 22: £0.8m)

·    Group assets under management / advice up 51% at £833m (FY 22: £551m)

·    £1.9m cash in bank as at 30 September 2023

Acquisitions

·    June 2023, acquired Globaleye the international wealth management business headquartered in Dubai with regulatory licences and approvals in Singapore, Malaysia, South Africa, and United Arab Emirates.

·    December 2023, acquired Neba Wealth, provider of a regulatory and operational structure for self-employed financial advisors and Neba Singapore, a promoter of funds and products to international IFA's around the world.

·    Completion of strategic acquisitions, and the Company now well-placed to deliver growth organically and through individual and strategic adviser team hires

Operational Highlights

·    Re-organised the business into three divisions:

o  Investment Management - AUM £289m

o  Advisory - AUA £365m

o  International - AUA £180m

·    Continuing to build a stable and scalable investment management capability in Jersey, alongside acquiring distribution channels in international growth markets. Predominantly the ex-pat communities around the world.

·    Significant inflows of capital from Advisory clients into MPS services provided by the Investment Management division

·    Group expanding with total number of employees, up from 33, to 87 as at 30 September 2023. Further meaningful qualified and experienced recruitment continues.

·    Focus on expanding the number of financial advisors in the International division and targeting ex-pat professional clients working in Asia, Africa and the Middle East

Current trading

·    28 Feb AUM/A up to £1.0 Billion

·    Material re-organisation of International division to create one branded division with an experienced, regional senior management structure in place.

The Company also gives notice that its Annual General Meeting ('AGM') will be held at 6 Caledonia Pl, St Helier, Jersey JE2 3NG, Jersey on Wednesday 17^th April 2024 at2.00 pm. The Notice of AGM will be sent to shareholders and the Notice of AGM and annual report and accounts for 2023 will be made available to download later today from the Company's website https://www.teamplc.co.uk.

Commenting on the results Mark Clubb, Executive Chairman of TEAM, said:

"This has been another active period for TEAM. We are picking up the pace and the shape of the business is emerging with Jersey as the central fund management engine operating out of a highly regulated jurisdiction with a strong international reputation for fiduciary responsibility. Alongside this in Jersey, our financial planning advisory hub is combining well and is positioned to deliver dependable organic growth going forward. The recent acquisitions of Globaleye and Neba have been combined into the International Division creating a new platform, branded as Neba Private Clients, aimed at supporting expatriates of all nationalities, who have very specific wealth management and advice needs which we specialise in solving. The current financial year has started well."

 For further information, please contact:

About TEAM plc

TEAM plc is building a new wealth, asset management and complementary financial services group. With a focus on Jersey and International Finance Centres, the strategy is to build local businesses of scale around TEAM plc's core skill of providing investment management services. Growth will be achieved via targeted and opportunistic acquisitions, team and individual hires, collaboration with suitable partners, and by organic growth and expansion.

TEAM plc has three principal activities, Investment Management, Advisory, and International.

Investment Management provides discretionary investment management services, model portfolios, bespoke portfolios and fund management services via fixed income and equity fund vehicles. Total assets managed as at 30 September 2023 were £289 million (30 September 2022: £233 million).

Advisory - primarily for individuals resident in Jersey, investment consultancy services to wealthy individuals and trusts and treasury advisory service for institutions, professional advisers, trustees and high net worth individuals. Total assets advised on as at 30 September 2023 were £365 million (30 September 2022: £318 million).

International is the Group's financial advisory, fund distribution division and insurance brokering services covering Africa, the Middle East and Asia. Total assets advised on as at 30 September 2023 were £180 million (30 September 2022: £nil).

At 30 September 2023, the Group had 87 staff (30 September 2022: 33), with 52 in the UAE, 29 in Jersey, 3 in Singapore and 1 each in the UK, South Africa and Malaysia (30 September 2022: 32 in Jersey and 1 in the UK). There were also 10 self-employed advisers, 8 with BVI contracts and 2 in Jersey.

Executive Chairman's Statement

Last year I wrote about "path to progress" and looking forward to "further progress" which we have delivered. This year it's about "Escape velocity" and "Direction of travel", terms kindly introduced to me by Mr Andy Brough. "Escape velocity" is the speed required for an object to escape gravitational pull and move into space. "Direction of travel" is the momentum of your propulsion to "escape".

Businesses are very similar to that. Once you break through the barrier of costs, gaining brand recognition, establishing your place in the market, and in TEAM's case, breaking barriers of regulatory licences and approvals, then the spaceship is able to glide with very little energy and it all becomes about navigation.

While TEAM has broken through many barriers since we listed, we are not yet at the magical "gliding" point of being cash positive, but we are close to that "escape velocity". Momentum is accelerating as we become bigger.

When TEAM Plc listed on the AIM market, revenues were £713,000 (June 2022) and assets under management were £291 million.  As at end September 2023, reported revenues were £5.3 million and assets under management and advice of £838 million.

Soon we will have the scale to "escape". Since April last year, towards £100 million has come into the Model Portfolio Service ("MPS"). We have all the basics in place: licences, approvals, advisers, a value proposition, and we are building a solid track record.

TEAM's Advisory division focuses on financial planning for Jersey Islanders - to be further strengthened by an upcoming acquisition. Our presence in Guernsey is soon to be established, headed by new senior recruit, Mark Chipperfield, alongside a small acquisition.

Jersey is also the base for our cash and asset management capabilities. Importantly, including our MPS range, available on international platforms and core to our value proposition.  

Our International business is supported by a network of offices, advisers and regulatory approvals and similarly offers a holistic service, encompassing pensions, life cover and mortgage advice for locals and expatriates of all nationalities.

Internationally, we have hubs in Singapore, Kuala Lumpur, Abu Dhabi, Dubai, Durban, and Nairobi in addition to Jersey. TEAM International is extremely well-managed by John Beverly who very successfully founded our recent acquisition, Neba. His ambitions include aggressively growing adviser numbers in these territories.

Our aim is to be in a great many more places and jurisdictions, including Europe (MiFid II) and further afield in markets such as the Cayman Islands and Bermuda. We will expand into new jurisdictions.

Our 'systematic active' investment management process serves our clients well. Our models will be unitised by the second half of the current financial year under a Dublin "ManCo" provided by Waystone. The primary motivation behind launching the TEAM UCITS fund range is to deliver enhanced protection and outcomes for our clients. There are clear, robust rules around the securities we can and cannot invest in, a sharp focus on liquidity, diversification ratios to reduce portfolio risk, and strong risk management and investment limits. In addition, the guidance around information disclosure is clear.

TEAM Multi Asset Performance, as at 29-Sep-2023          

From TEAM's perspective, UCITS funds will significantly broaden our global opportunity set, allowing us to flex our asset allocation muscles through a blend of active and passive investments. Most importantly, every client invested across our UCITS range will receive the same performance outcome underpinned by our best ideas and over 200 years plus of combined market expertise.

Our drivers for growth are very simple. The main driver being clients, and their propensity to save or invest in their futures, principally, retirement. The aspiration of financial security and a provision for the future is not going to shrink. I would argue it will grow as self-reliance becomes more prevalent. And in the emerging world, much of TEAM's world, everyday people in the ex-pat communities, and not just British, are getting wealthier.

Our model is highly scalable and will benefit from the "network effect." The more clients and advisers, the more opportunities for interaction, or communication. There is very little marginal increase in cost for each new client and the associated revenues. The power of compounding springs to mind.

Our share price performance has been disappointing. As has the AIM or the London Stock Exchange's market for smaller companies. On a forward price-to-earnings and price-to-book basis, small-caps trade at a 30% discount to their 15-year median.

Meanwhile, in the Private Equity sector inflows keep accelerating. Last year private equity backed entities acquired circa 100 UK based companies in our sector. This consolidation is expected to continue through 2024.

An estimated $4 trillion is available to be deployed globally in the sector, almost a third of the entire private capital industry ($13 trillion) with over 40 houses continuing to tap into the highly fragmented wealth sector for more acquisitions.

Within the industry MPS is growing at double digit rates. Within the confines of the UK, industry experts expect on-platform MPS AUM to reach £200 billion by 2026, assuming that growth remains at pre-2022 levels of 25% p.a. TEAM has a well evolved MPS solution which will be augmented by our Dublin Manco proposition.

Our board is very clear on how and what we can achieve in the long term. We are uniquely positioned to succeed. Our story is informed and evidence driven. We are confident that our competitive position will get even stronger as we execute on our strategy.

Despite the current share price being disappointing, the state of the markets, etc, we want to stay listed. This is because in our international markets, being listed on the London Stock Exchange is valuable. It's about reputation and the comfort that a high level of governance provides. This helps us with recruiting talented investment managers and on-going client engagement.

But we are not just a financial "model." We are a culture. We have great people, and we are continuously challenging our people.

Our strategic aspirations are simple. More advisers serving more clients. We are confident that we have a business that will continue to grow and that we will achieve escape velocity. If we achieve that we will create a business that is valuable to shareholders whilst providing our clients with excellent service.

I truly thank all my colleagues. My job is to ensure that they have the resources and training to allow them to demonstrate how great they are to our clients and to their peers.

To our clients, thank you. Thank you for your support.

To our shareholders, thank you. Your support will be fully rewarded through us delivering fabulous shareholder value growth.  "Escape velocity" is within touching distance.

I am a substantial shareholder and I have never been more excited and passionate about our business. I will continue to buy more TEAM shares.

Mr J M Clubb

Executive Chair

27 March 2024

Performance and Strategic Report

Introduction

The Directors present their Strategic Report on the Group for the year ended 30 September 2023.

Overview

The Directors' aim is to provide long term capital appreciation for Shareholders by building a profitable and sustainable business. Growth will be sought through winning new clients and targeted acquisitions, underpinned by investment in the support infrastructure.

The overall strategy is to promote the continued development of the Group into a leading international wealth and asset management business. It is expected that the Group's growth will be achieved through:

·   an acquisition driven strategy to bring into the Group complementary offshore and onshore wealth management and financial planning businesses;

·  a focus on delivering revenue and cost synergies, leveraging our increasing scale and breadth of services to gain a greater share of client wallet and economies of scale for clients and the Group;

·   identifying and delivering complementary services such as specialist funds, cash management, and corporate services;

·   the expansion into complementary locations - onshore UK, Crown Dependencies, other International Finance Centres, and

·    client growth through team and selective hires and targeted business development.

The Directors believe that the successful execution of a buy and build strategy to acquire incremental scale is likely to have the most meaningful impact on the future value of the Group. The Directors also believe that expansion in the faster growing international markets, rather than the slower growing UK and Crown Dependencies markets, will also benefit the development of the Group.

Key Performance Indicators (KPIs)

As TEAM is in the initial stages of delivering the strategic plan for the business, the Board has yet to set longer term measures for the assessment of the performance of the business.

The key targets for the Directors are to:

·    manage the business with a high standard of corporate governance;

·    improve the operating performance of the Group to a cashflow positive position;

·    build the business to scale within Jersey, which we define as AUM of over £500 million and an operating surplus;

·    integrate and deliver the cost and revenue synergies identified in the acquired businesses, and

·    build and convert our pipeline of acquisition opportunities. A necessary part of further acquisitions will be raising additional financing, which is expected to be required for any further acquisitions to be made by the Group.

These measures, along with revenue, cost, and profitability measures, will be developed into longer term KPIs for the business, to which future Board remuneration will be aligned.

Principal risks and uncertainties

Risk appetite is established, reviewed, and monitored by the Board. The Group, through the operation of its Committee structure, considers all relevant risks and advises the Board as necessary. The Group and each operating entity maintains a comprehensive risk register as part of its risk management framework encouraging a risk-based approach to the internal controls and management of the Group.

The Group seeks to ensure that its risk management framework and control environment is continuously evolving which the Board monitors on an ongoing basis.

Liquidity and capital risk: the Group's focus is on bringing the business to a positive cash flow position, whilst implementing its growth strategy. Before this goal is reached, the availability of sufficient liquid resources to meet the operating requirements of the business, and any deferred payments due to vendors of businesses to the Group, are closely monitored and a key element of any investment decisions taken.

Operational risk: operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people, and systems, or from external events. Each trading entity conducts a business risk assessment to identify all risks faced, and to put in place effective mitigating controls and procedures. These are reviewed regularly.

Business continuity risk: the risk that serious damage or disruption may be caused as a result of a breakdown or interruption, from either internal or external sources, to the business of the Group. This risk is mitigated in part by the Group having business continuity and disaster recovery arrangements.

Credit risk: the Board takes active steps to minimise credit losses, including the close supervision of credit limits and exposures, and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an ongoing basis on all deposit taking banks and custodians and our outsourced relationships.

Non-compliance with laws and regulations risk: the Group has Compliance and Operations functions resourced with appropriately qualified and experienced individuals. The Directors monitor changes and developments in the regulatory environment and ensure that sufficient resources are available for the Group to implement any required changes.

S.172 Statement

As a Jersey company, TEAM plc does not fall under the UK Companies Act 2006 (the "CA 2006"), but we do follow the requirements under section 172 CA 2006 by which the Directors have a duty to promote the success of the Company for the benefit of shareholders as a whole. In doing so, the Directors have regard to the likely consequences of any decision in the long-term; the desirability of the Company for maintaining a reputation for high standards of business conduct; and the need to act fairly as between members of the Company.

The Board considers that its primary stakeholders are shareholders, employees, clients, suppliers and regulators. We set out below how we engage with our stakeholders:-

Shareholders - contact with our shareholders is through a number of avenues which include the Annual Report, Annual General Meeting, one-to-one meetings and telephone conversations. Matters under discussion include strategy and its execution and generating strong returns.

Employees - the Board engages with employees through a variety of methods, including regular face-to--face meetings with the management teams of the operating entities. The executive Directors are more actively engaged with staff, and are known personally to the management team.

Clients - the Group through its subsidiaries aims to provide investment and advisory services that meet the needs of its clients. The Group's subsidiary management teams update the Board on a regular basis on matters of client service and performance, and new client requirements.

Suppliers - the Company places reliance on external third party providers for certain activities and services. The selection process and engagement with these parties is undertaken by senior management to ensure the smooth operation and delivery of services to the Company.

Regulators - three of the Company's subsidiaries are regulated by the JFSC, and there are regulated entities operating in Singapore, the UAE, South Africa, and the Federal Territory of Labuan (in Malaysia). Regular ongoing communication with the regulators is maintained by the boards of the respective operating companies and regular management information is supplied as required. All Board members and key individuals of the regulated entities are approved in their roles by the respective regulators, as are the significant shareholders in TEAM plc.

The Performance and Strategic Report on pages 9 - 11 has been approved by the Board and signed on its behalf.

Mr M C Moore

Chief Financial and Operating Officer

27 March 2024

Financial Overview

A summary of the Group's performance for the financial year is set out below:

Adjusted EBITDA, excluding exceptional items, is set out below:

Notes:

* These are third party charges relating to the acquisitions of subsidiary businesses and investigation expenses relating to potential transactions that did not lead to a transaction.

Financial analysis

The results for the year to 30 September 2023 when compared to the prior year were as follows:

Revenues

Total revenues rose 151% to £5.3 million (FY 22: £2.1 million) with a significant increase from the first full year of contribution from the Advisory businesses acquired in 2022 and four months' contribution from Globaleye.

Investment Management saw a steady year of operational improvement and excluding a reversal of revenues incorrectly booked in previous periods (£0.1 million, FY 22: nil), revenues increased 2%. Including the revenue reversal the headline revenues decreased 7% to £0.95 million (FY 22: £1.02 million). The model portfolio service for clients was extended to five investment platforms, and has been successfully adopted by the clients of the Advisory division.

New business income in the Advisory division was lower than that recorded in previous years as client activity in Jersey was subdued. This was seen across the market and follows from the loss in confidence of potential clients in making longer term financial planning arrangements against the background of unhelpful macro-economic developments, in particular high interest rates and high cost inflation. There are signs that activity is starting to return to more normal levels as equity markets have performed well, inflation is falling and the expectation is for downwards moves in interest rates.

Our Treasury Services business, which is included in the Advisory division, recorded revenues in 2023 of £1.0 million (FY 22: £0.8 million). During the year a settlement was reached with a client for non-payment of fees following the cancellation of a long-term contract. This led to a one-off settlement of £0.65 million, less third party expenses, while the ongoing revenues generated have fallen. This has had a knock on impact on the carrying value of the business within the group.  The Treasury Service business has faced a more positive market, with the increase in the returns on cash making the asset class of more interest to investors, though this is not yet turning into material new client wins. Progress is being seen with new services being provided to current clients, and while a return to the historic levels of revenue is some way away, the Treasury Service business has remained profitable.

Overall Advisory reported revenues of £3.0 million (FY 22: £1.1 million), a 178% increase.

We are now reporting a third division, International, which includes the Globaleye business acquired on 31 May 2023, and will include the Neba businesses from their acquisition in December 2023. International has made revenues for the four months of £1.3 million (FY 22: nil). Our original assessment of the expected financial performance of the Globaleye Group was in hindsight too optimistic, and a significant restructuring has taken place to put the business back on a path to making a profit in its own right, and to making a significant contribution to the Investment Management division.

Client assets

Total client assets increased year-on-year by 51% from £551 million to £834 million as at 30 September 2023. This was through the significant flow into MPS services provided by the Investment Management division from Advisory clients, material new client wins in the investment consultancy services within the Advisory division, and the inclusion of the acquired Globaleye financial planning businesses.

* We have taken the client AUA figure for International from 1 January 2024, which was the first date on which a reliable estimate could be made of the underlying client assets.

** The opening balance has been restated to remove funds managed by TEAM that were solely held by existing clients and earned no additional fees.

Investment Management

The total Investment Management AUM as at 30 September 2023 was £289 million (30 September 2022: £233 million), a 24% increase on last year.

The most significant change in the year was the flow of client assets into the MPS. By 30 September 2023 the assets managed with the models were up to £70 million, from £12 million at the start of the year. This was predominantly driven by the transfer of clients in the Advisory business switching from an investment advisory service delivered by the Advisory division to the MPS delivered by the Investment Management division. By 30 September 2023 £64 million of Advisory clients were investing with the Investment Management division.

Investment performance was above market peers, and the flagship multi-asset range of solutions delivered steady risk-adjusted returns over the prior twelve months amidst difficult market conditions.

The KEOX ESG Bonds Fund gained 1.3% in share price during the financial year 2023, while the total assets fell 0.5% to close at £80 million (£80 million). Bond markets were pushed and pulled throughout the period as central banks warned interest rates will be "higher for longer" to tame inflation but forward-looking economic data signalled slowing growth will soon enable policymakers to ease up and change course.

The business is in the process of launching a unitised version of its model portfolios, which will make the service accessible to investors and savers in products that do not allow investments to be held via the five investment platforms on which TEAM now runs the models. These are expected to be launched in H2 2024 and be of most interest to the clients of the International division.

Advisory

Two financial advice businesses were acquired in July and August 2022, and recorded their first full year of contribution to 30 September 2023. During the year the business has been addressing known historic issues with Omega's corporate governance controls, policies and procedures and has made good progress in addressing the historic deficiencies. The business continues to be under review by the Jersey regulator, and further work is required to close down this chapter. The integration of the two advice businesses is now complete, with both operating from the same premises, with the same policies and procedures, under the Concentric Wealth brand. It is the intent of the Group to simplify its corporate structure to reduce the ongoing operational challenges of running separate legal and regulated entities, which will enable further cost cutting.

International

The market for international financial advisory services in the Middle East, SE Asia and Africa remain strong, with a significantly higher growth rate expected when compared to the UK and Europe.

TEAM International is targeting professional clients seeking high-end advisory and private banking services, without the over-encumbering minimum asset required by the private banks. Many of these potential clients have portfolios of between £1-5 million yet are unable to be onboarded by the private banks as they do not meet their minimum criteria. This presents an opportunity for TEAM International.

In December 2024, after the financial year end, TEAM acquired Neba Financial Solutions Limited in Labuan and  Neba Financial Solutions Private Limited in Singapore. The branding used - Neba Private Clients - is being adopted across the Globaleye entities. It is expected that the TEAM model portfolios, especially the unitized version, will lead to significant opportunities for the distribution of the TEAM funds and make a material contribution to the profitability of the Investment Management division.

Expenses

Total expenses rose by 101% to £7.4 million (FY 22: £3.6 million) with the inclusion of the two Advisory businesses for a full year (two months in 2022) and Globaleye for four months (nil for 2022).

As at 30 September 2023, the total staff in TEAM was 87, up from 33 at 30 September 2022, and staff costs were up 99% to £3.3 million (FY 22: £1.7 million). Cost of sales was 123% higher at £0.9 million (FY 22: £0.4 million), a result of the commissions paid to the self-employed advisors in Globaleye, which is a feature of the operating model for that business. Non-staff costs were up 96% at £3.3 million (30 September 2022 £1.7 million), reflecting the full year contributions from Advisory, high inflation in services seen in Jersey, and the costs from Globaleye for the four months included.

Adjustments to EBITDA

Acquisition related expenses were £222k (FY 22:: £129k) and included the legal, regulatory and financial advice fees relating to the acquisition of Globaleye, and from the cancelled acquisition of Thornton Associates Limited.

Share award expenses were £13k (30 September 2022: £nil) and reflect the cost of equity to be issued to the executive directors which vested during the period.

Fair value adjustments were a gain of £1,680k (30 September 2022: £nil), being the reduction in the consideration payable to vending shareholders of certain acquired subsidiaries (see note 15).

Profits

The adjusted EBITDA was a loss of £0.4 million (FY 22: loss £0.8 million), an improvement of 50%. The most significant elements were 1) the inclusion of the losses in Globaleye (£0.1 million), 2) the client settlement at JCAP (revenue of £0.7 million) and 3) the contributions from the full year of ownership of the financial advice businesses in Jersey.

Tax

Regulated financial services businesses in Jersey pay a flat corporation tax rate of 10%. The Treasury Services business is not regulated and has a nil tax rate. The Globaleye entities are subject to tax rates of 17% (Singapore), 3% (Labuan), between 7 and 27%% (South Africa), and 0% (UAE and BVI). The reduction in the tax recovery in the year reflects the group relief now available for current period losses from the Investment Management division to the Advisory division. The deferred tax asset of £152k (FY 22: £156k) is expected to be utilised against the future profits generated in the Investment Management Division.

Earnings per share

The headline loss per share decreased to 2.0p from 7.9p, a 75% reduction. The adjusted loss per share decreased 26% to 3.1p from 4.2p.

Cash Flows

Cash increased to £1.9 million (30 September 2022: £1.7 million) as operating losses of £0.4 million (FY 22: £1.3 million) were incurred, cash balances of £0.9 million were acquired in Globaleye (FY 22: £0.6 million), and the loan note of £0.4 million was issued. There were minimal deferred cash payments made in the period relating to acquisitions of £20k (FY 22: £1.5 million), while the cash spent on acquisitions in the period was nil (FY22: £3.5 million).

Statement of Financial Position

Net assets decreased by 6% to £8.2 million (FY 22: £8.7 million), following the acquisition of the Globaleye companies and no issue of new shares (FY 22: £2.7 million) less the £0.4 million of losses (FY 22: £1.5 million).

Going concern

The group incurred a consolidated net loss of £445,000 during the year ended 30 September 2023 and, as of that date, its consolidated current liabilities exceeded its consolidated current assets by £3,319,000.  This indicates that the company may not be a going concern.

The Directors have prepared financial projections along with sensitivity analyses of reasonably plausible alternative outcomes, covering clients and assets, cost inflation, the take up of Group services and the potential acquisition of further businesses. The forecasts demonstrate that the Directors believe that the Group will require additional financial resources to meet the cash requirements of the Group before it is expected to reach a cash flow positive state. The Board therefore is actively managing the cost base of the Group, curtailing expenditure on further acquisitions, it is considering options to improve the current revenue yields earned, and preparing alternatives to raise further funding as and when required, including within the next 12 months. This could include further use of loan notes, and the potential for a targeted equity raise from the current shareholder base.

Taken together, while the plans to mitigate the cash required, and the plans to raise further funding, are both not certain, they do give the Board sufficient confidence to consider the going concern basis to be appropriate for the accounts. 

Dividends

The Board does not propose to pay a dividend in respect of the financial year ended 30 September 2023 (FY 22: £nil).

Mr M C Moore

CFO and COO

27 March 2024

Corporate Governance 

The Board recognises the importance of sound corporate governance and has adopted the Corporate Governance Guidelines for Smaller Quoted Companies published in 2018 by the Quoted Companies Alliance (the "QCA Code"). The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group's size and plans, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.

Below are the 10 key governance principles as defined in the QCA Code and details of how TEAM plc addresses each of these principles. 

1.   Establish a strategy and business model which promotes long-term value for shareholders 

How it should be applied:

The Board must be able to express a shared view of the Company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the Company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its long-term future. 

How the Company applies it:

The Board is responsible for the Group's strategy. The operation of the Board is documented in a formal schedule of matters reserved for its approval which is reviewed annually. This includes the Group's strategic aims and objectives. Further, the Group's strategy is explained fully within our Strategic Report.  

2.   Seek to understand and meet shareholder needs and expectations 

 How it should be applied:

Directors must develop a good understanding of the needs and expectations of all elements of the Company's shareholder base. 

The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions. 

How the Company applies it:

The Board is committed to regular shareholder dialogue with both its institutional and retail shareholders. 

The principal opportunity for the Board to meet shareholders is at the Company's AGM, which shareholders are encouraged to attend. 

The Company also has a dedicated email address which investors can use to contact the Company. The CEO is responsible for reviewing all communications received from shareholders and determining the most appropriate response. 

3.    Take into account wider stakeholder and social responsibilities and their implications for long-term success 

 How it should be applied:

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The Board needs to identify the Company's stakeholders and understand their needs, interests, and expectations. 

Where matters that relate to the Company's impact on society, the communities within which it operates or the environment have the potential to affect the Company's ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the Company's strategy and business model. 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. 

How the Company applies it:

The Directors believe that, in addition to its shareholders, the main stakeholders of the Company are its clients, its employees, the communities in which it operates and its two regulatory bodies (the London Stock Exchange, and the Jersey Financial Services Commission). 

The Company acts with integrity, focuses on creating results and importantly values people - from its members of staff to those who form the communities it engages with.  

The Company dedicates significant time to understanding and acting on the needs and requirements of each of these Groups by way of meetings dedicated to obtaining feedback.  

The Directors are available to discuss any matter stakeholders might wish to raise. 

4.   Embed effective risk management, considering both opportunities and threats, throughout the organisation 

 How it should be applied 

The Board needs to ensure that the Company's risk management framework identifies and addresses all relevant risks to execute and deliver strategy; companies need to consider their extended business, including the Company's supply chain, from key suppliers to end-customer. 

Setting strategy includes determining the extent of exposure to the identified risks that the Company can bear and willing to take (risk tolerance and risk appetite). 

How the Company applies it  

The Board is responsible for determining the nature and extent of significant risks that may have an impact on the Group's operations, and for maintaining a risk management framework. The Board is responsible for the management of risk and regularly carries out a robust assessment of the principal risks and uncertainties affecting the Group's business, discussing how these could affect operations, performance, and solvency and what mitigating actions, if any, can be taken. There is an annual review of the business risk assessments.

5.   Maintain the Board as a well-functioning, balanced team led by the Chairman 

 How it should be applied 

The Board members have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman of the Board. 

The Board (and any Committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. 

The Board should have an appropriate balance between executive and non-executive Directors and should have at least two independent non- executive Directors. Independence is a Board judgement. 

The Board should be supported by Committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. 

How the Company applies it  

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies, and plans. While the Board delegates specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends at least two members of the Board comprise Non-executive Directors determined by the Board to be independent. The Board is comprised of five Directors, of whom two are executive and three are non-executive. The Board considers all three of the non-executives to be independent and, as such, the Company complies with the requirements of the QCA Code in this regard.

The Board recognises that the QCA states that save in exceptional circumstances, a Chairman should not also fulfil the role of chief executive. The Company does not have a Chief Executive but relies on Mr J M Clubb as Executive Chair and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a Chief Executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at present. The role and responsibilities of Mr J M Clubb and Mr M C Moore are supported by shareholders. The Board however intends to appoint a Chief Executive or Chairman  in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive Director will be reviewed. The Company is committed to always having a majority of independent Directors.

With effect from Admission, the Board has established an audit and risk Committee (the "Audit and Risk Committee"), a nomination Committee (the "Nomination Committee") and a remuneration Committee (the "Remuneration Committee") with formally delegated responsibilities.

6.    Ensure that between them the Directors have the necessary up-to-date experience, skills, and capabilities 

 How it should be applied 

The Board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The Board should understand and challenge its own diversity, including gender balance, as part of its composition. 

The Board should not be dominated by one person or a Group of people. Strong personal bonds can be important but can also divide a Board. 

As companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change. 

How the Company applies it 

The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.  

Mr J M Clubb brings leadership, sector expertise and experience of substantially growing small businesses. Mr M C Moore brings sector expertise, financial and operational leadership, and experience of acquisition led growth strategies. Mr L P C Taylor, Mr M M Gray and Mr D J K Turnbull bring additional strategic, regulatory, commercial, transaction and leadership experience which will be invaluable as the Board pursues the Company's growth strategy and continues to develop the Group.  

Directors are expected to attend all meetings of the Board, which will all be held in Jersey, and the Committees on which they sit, and to devote sufficient time to the Group's affairs to enable them to fulfil their duties as Directors. If Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chair so that their contribution can be included in the wider Board/Committee discussion.  

The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Company's advisers where appropriate. The Executive Directors are subject to the Company's performance development review process through which their performance against predetermined objectives is reviewed and their personal and professional development needs considered. The Directors are encouraged to raise any personal development or training needs with the Chair.

7.    Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement 

 How it should be applied 

The Board should regularly review the effectiveness of its performance as a unit, as well as that of its Committees and the individual Directors. 

The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. 

The review should identify development or mentoring needs of individual Directors or the wider senior management team. 

It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable. 

How the Company applies it 

A process of formal annual Board evaluation took place during the period. In addition, the Non-executive Directors met, without the Chair present, to evaluate his performance.  

The Nomination Committee is required to give recommendations to the Directors where there are vacancies or where it is felt that additional Directors should be appointed. For new appointments the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board. 

8.   Promote a corporate culture that is based on ethical values and behaviours 

 How it should be applied 

The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. 

The policy set by the Board should be visible in the actions and decisions of the Chief Executive and the rest of the management team. Corporate values should guide the objectives and strategy of the Company. 

The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. 

The corporate culture should be recognisable throughout the disclosures in the Annual Report, website and any other statements issued by the Company. 

How the Company applies it 

The Board monitors and promotes a healthy corporate culture and has considered how that culture is consistent with the Company's objectives, strategy, and business model and with the description of principal risks and uncertainties. 

The Board has considered and assessed the culture as being inclusive, transparent, and collaborative with appropriate behaviours. The Group has a Code of Conduct, an Anti-bribery and Corruption Policy, and policies and procedures relating to whistleblowing stating the Company's commitment to conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and encouraging prompt disclosure of any suspected wrongdoing. All such policies are available to view in the staff handbook.  

The terms of reference of the Audit Committee include reviewing the adequacy and security of the Company's arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and keeping under review the Company's procedures.

9.    Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board 

How it should be applied 

The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its: 

·               size and complexity; and 

·               capacity, appetite, and tolerance for risk. 

The governance structures should evolve over time in parallel with its objectives, strategy, and business model to reflect the development of the Company. 

How the Company applies it 

The Board has an established Audit, Remuneration, Risk and Nomination Committees which meet regularly in accordance with their terms of reference. The details of these Committees, including their terms of reference and composition, are set out in our website. This detail also includes the roles and responsibilities of each of the Directors. 

The matters reserved for the Board, are set out in the Board Terms of Reference, and can be summarised as follows: 

·               Reviewing, approving, and guiding corporate strategy, major plans of action, risk appetite and policies, annual budgets, and business plans; setting performance objectives; monitoring.

·               Implementation and corporate performance; and overseeing major capital expenditures, acquisitions, and disposals. 

·               Monitoring the effectiveness of the Company's governance arrangements and practices, making changes as needed to ensure the alignment of the Company's governance framework with current best practices. 

·               Ensuring that appointments to the Board or its Committees are effected in accordance with the appropriate governance process. 

·               Monitoring and managing potential conflicts of interest of management, Board members, shareholders, external advisors, and other service providers, including misuse of corporate assets and abuse in related party transactions; and overseeing the process of external disclosure and communications. 

·               The Board is also responsible for all other matters of such importance as to be of significance to the Group as a whole because of their strategic, financial, or reputational implications or consequences. 

At this stage the Board believes that the governance framework is appropriate for a Company of its size, but it continues to keep this under review. 

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders 

 How it should be applied 

A healthy dialogue should exist between the Board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. 

Appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist: 

·               the communication of shareholders' views to the Board; and 

·               the shareholders' understanding of the unique circumstances and constraints faced by the 

               Company. 

It should be clear where these communication practices are described (Annual Report or website). 

How the Company applies it 

The Company is committed to open dialogue with all its stakeholders. The Executive Chair liaises with the Company's principal shareholders, regulators and, where appropriate, clients and relays their views to the wider Board. 

On the Company's website, www.teamplc.co.uk, shareholders can find all historical regulatory announcements, Interim Reports and Annual Reports.  Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company's website. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests. 

The Non-executive Directors are available to discuss any matter stakeholders might wish to raise, and the Executive Chair and Non-executive Directors will attend meetings with investors and analysts as required. 

Following the Company's AGM, the results of all votes will be made available on its website. 

By order of the Board

Mr M C Moore

CFO and COO

27 March 2024

The Board and its Committees

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies, and plans. While the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends at least two members of the Board comprise Non-executive Directors determined by the Board to be independent. The Board is comprised of five Directors, of whom two are executive and three are non-executive. The Board considers all three of the Non-executive Directors to be independent and, as such, the Company complies with the requirements of the QCA Code in this regard.

The Board recognises that the QCA states that save in exceptional circumstances, a Chairman should not also fulfil the role of Chief Executive. The Company does not have a Chief Executive but relies on Mr J M Clubb as Executive Chair and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a Chief Executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at present. The roles and responsibilities of Mr J M Clubb and Mr M C Moore are supported by shareholders. The Board, however, intends to appoint a Chief Executive or Chairman in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive Director will be reviewed. The Company is committed to always having a majority of independent Directors.

The Board has established an audit and risk Committee (the "Audit and Risk Committee"), a nomination Committee (the "Nomination Committee") and a remuneration Committee (the "Remuneration Committee") with formally delegated responsibilities. The reports of the chairs of these Committees are as follows:

The Audit and Risk Report

The Audit and Risk Committee is chaired by Philip Taylor. Its other members are Michael Gray and David Turnbull, with Matthew Moore in attendance.

The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on.

The Committee received and reviewed reports from the Company's management and auditor for the interim and annual accounts and the accounting and internal control systems in use throughout the Group. 

Further, the Committee advises the Board on the Group's overall risk appetite and strategy, the risk assessment processes, including in relation to compliance functions, and assisting in overseeing implementation of the adopted strategy.

The Committee meets at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Committee also discusses Audit & Risk matters at meetings of the Board. The Committee has unrestricted access to the Company's auditor.

The principal areas of focus during the year included the following items:

1. Reviewed the terms of reference for the Committee to monitor the Committee's compliance.

2. Reviewed the internal control and compliance procedures, including monitoring of progress on matters requiring improvement.

3. Reviewed the Interim and Annual Report and financial statements.

4. Approved the management representation letter.

5. Review of the financial projections and related funding requirements of the Group.

6. Review of the independence of the auditor, their fees and engagement letter.

8.  The Committee discussed the Audit Plan, the auditor's report and significant issues arising during the audit with the auditor.

9. Reviewed the terms of the acquisition of Globaleye and the associated risks with the Executive Directors. We received assurance that the risks could be appropriately mitigated.

Appointment of the external auditor

The Committee reviewed the arrangements for the audit of the annual accounts and decided to request expressions of interest from several audit firms. Following a review the Committee recommended to the board that Moore Stephens Audit & Assurance (Jersey) Limited be appointed in their place, and the board followed that recommendation.   

Role of the external auditor

The Committee monitored the relationship with the external auditor to ensure their independence and objectivity. Based on that assessment, the Committee recommends to the Board the re-appointment of Moore Stephens Audit & Assurance (Jersey) Limited. In assessing independence and objectivity, the Committee considered the level and nature of services provided by Moore Stephens Audit & Assurance (Jersey) Limited as well as confirmation from them that they have remained independent within the meaning of the IESBA Code of Ethics.

The auditor did not carry out any non-audit services during the year.

Audit process

The external auditor prepared an audit plan for the Committee's review. The audit plan set out the scope of the audit, areas to be tested and audit timetable. Following the audit, the auditor presented their findings to the Audit Committee. 

No major areas of concern were highlighted by the auditor during the year.

The principal matters discussed with the audit Committee were the valuation of and accounting for intangible assets and the going concern basis for the preparation of the accounts.

Internal audit

The Group assessed the need for an internal audit function and considered that in the light of the existing control environment and the financial position of the business there is currently no requirement for a separate internal audit function.

Mr L P C Taylor

Chairman of the Audit & Risk Committee

27 March 2024

Nomination Report

The Nomination Committee is chaired by David Turnbull and its other members are Philip Taylor, Michael Gray and Mark Clubb. Matthew Moore acts as its secretary.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. It is responsible for, and evaluates, the balance of skills, experience, independence and knowledge of the Board, its size, structure and composition, retirements, and appointments of additional and replacement directors, and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, considering the skills and expertise that will be beneficial to the Board in the future.

The Committee met three times during the year. Each time it reviewed the terms of reference, discussed the individual and collective suitability of Board members, whether the Board had operated effectively, the Executive had performed, and the non-executives had provided appropriate challenge and guidance. It was agreed that the size of the Board was commensurate with the current size of the business and that the composition provides TEAM with a balanced, experienced, knowledgeable and informed Group of Directors who bring strategic experience, foresight, and challenge to the Executive and, as such, no changes were necessary to its membership although this should be reviewed regularly as the Group grows. Succession planning was also discussed at each meeting. The Committee noted that it considers the diversity or otherwise of the Board and will continue to do so.

There was a focus in the October 2022 meeting on management responsibility and accountability for subsidiary businesses. The acquisition strategy of the Group has been very active and there are challenges associated with it, not least in some overseas territories where the standards of management, transparency, record keeping and corporate governance are not necessarily commensurate with those in more developed financial centres. These challenges, the organisation of the Group and management responsibilities within it were specifically discussed and reviewed in the August 2023 meeting.

Mr D J K Turnbull

Chairman of the Nomination Committee

27 March 2024

Remuneration Report

The Directors present the Directors' Remuneration Report (the "Remuneration Report") for the financial year ended 30 September 2023.

Composition and Role of the Remuneration Committee

As detailed within the Corporate Governance report, the Board has established a Remuneration Committee which currently consists of the Non-Executive Directors, chaired by Mr M Gray.

The Committee determines and agrees with the Board the framework and policy of Executive remuneration and the associated costs to the Group and is responsible for the implementation of that policy. The Committee determines the specific remuneration packages for each of the Executive Directors and no Director or Senior Executive is involved in any decisions as to their own remuneration. The Committee has access to information and advice provided by the Executive Chairman and the CFO and has access to independent advice where it considers it appropriate. The Committee meets at least twice a year.

This report explains how the Group has applied its policy on remuneration paid to Executive Directors.

Framework and Policy on Executive Directors' Remuneration

The Group's remuneration policy is designed to provide competitive rewards for its Executive Directors, considering the performance of the Group and the individual Executives, together with comparisons to pay conditions throughout the markets in which the Group operates. It is the aim of the Committee to attract, retain and motivate high calibre individuals with a competitive remuneration package. It is common practice in the industry for total remuneration to be significantly influenced by bonuses.

The Committee takes the remuneration and employment conditions of its broader employee population into account when setting the remuneration policy for its Executive Directors. The Committee also considers its responsibilities to its shareholders and wider economic environment and market developments.

The remuneration packages are constructed to provide a balance between fixed and variable rewards. Therefore, remuneration packages for Executive Directors normally include basic salary, bonuses, benefits in kind and share based rewards. In agreeing the level of basic salaries and annual bonuses, the Committee takes into consideration the total remuneration that Executives could receive.

Basic Salary

Basic salaries are reviewed on an annual basis or following a significant change in responsibilities. The Committee seeks to establish a basic salary for each Executive determined by individual responsibilities and performance, cognisant of comparable salaries for similar positions in companies of a similar size in the same market.

Incentive Arrangements

Bonuses

These are designed to reflect the Group's performance, considering the performance of its peers, the market in which the Group operates and the Executive's contribution to that performance.

Performance related contractual incentive scheme

These are designed to reward performance by the Executive Directors.

Share based rewards

The Group does not have any options nor an Employee Share Ownership Trust (ESOT).

Other Employee Benefits

Depending on the terms of their contract, the Executive Directors are entitled to a range of benefits, including contributions to individual personal pension plans, private medical insurance, and life assurance.

Service Contracts and Notice Periods

The Executive Directors are employed on rolling contracts subject to six months' notice from either the Executive or the Group, given at any time.

Service contracts do not provide explicitly for termination payments or damages, but the Group may make payments in lieu of notice. For this purpose, pay in lieu of notice would consist of basic salary and other relevant emoluments for the relevant notice period excluding any bonus.

External Appointments undertaken by Executive Directors

In the Committee's opinion, experience of other companies' practices and challenges is valuable for the personal development of the Group's Executive Directors and for the Company. It is therefore the Group's policy to allow Executive Directors to accept Non-Executive Directorships at other companies, provided the time commitment does not interfere with the Executive Directors' responsibilities within the Group. Fees are retained by the individual Executive Director.

Non-Executive Directors

All Non-Executive Directors have a letter of appointment for an initial period of thirty-six months and thereafter on a rolling basis subject to three months' notice by either the Non-Executive Director or the Group, given at any time.

In the event of termination of their appointment, they are not entitled to any compensation.

Non-Executive Directors' fees are determined by the Executive Directors having regard to the need to attract high calibre individuals with the right experience, the time and responsibilities entailed, and comparative fees paid in the market in which the Group operates. They are not eligible for pensions.

Management Incentive Plan ("MIP")

On 12 May 2022. the Company set up the TEAM plc MIP to ensure selected employees of the Company are well motivated and identify closely with the success of the Group. There were no changes to the Directors' interests in the MIP in the period. The exercise period for the MIP commences on 11 May 2024 and remains open for two years. A new MIP is expected to be put in place for the period commencing after 11 May 2024.

Directors' Emoluments

The remuneration of each Director as listed on page 58, in the Company Information section, during the year ended 30 September 2023 is set out below:

The highest paid Director for 2023 was Mr M C Moore receiving emoluments of £287,005 (30 September 2022: M C Moore £208,468). For the period to September 2023, Mr Moore was awarded a bonus of £40,000 payable in cash, and £60,000 in new Ordinary TEAM shares, vesting over the following three years. The costs of the share award will be reflected in the Consolidated Statement of Comprehensive Income as they vest.

Mr J M Clubb has a salary of £250,000, of which he has elected to waive £115,000, earning an effective salary of £135,000. The amount of salary waived decreased by £10,000 over the year to 2023 and is expected to decrease as the business makes progress towards generating a positive cash flow. From April 2024 Mr Clubb's effective salary will rise to £165,000, as the amount waived falls to £85,000. Mr Clubb also waived a share award bonus of £100,000 for the year to 30 September 2023, while accepting a cash bonus of £25,000. The costs of the share award will be reflected in the Consolidated Statement of Comprehensive Income as they vest.

The intention is that when the business moves into a positive cash flow position then the sums waived will be caught up.  In the past two years Mr Clubb has waived total remuneration of £340,000. 

Directors' Interests in Management Incentive Plan shares

The management incentive plan does not qualify as an employee share option scheme as the shares were purchased at fair value. There are no voting rights attached to these shares.

 Directors' Report for the year ended 30 September 2023

Introduction

The Directors present their report and the consolidated financial statements for TEAM plc (the "Company") and its subsidiaries (the "Group") for the year ended 30 September 2023.

Results

The financial statements are set out on pages 44 to 72.

Dividend

The Directors do not propose to pay a dividend for the year ended 30 September 2023 (30 September 2022: £nil).

Capital Structure

Full details of the issued share capital, along with movements during the year, are set out in note 17 on page 68.

Incorporation

The Company was incorporated on 4 July 2019. The Company is a registered public company limited by share capital and was incorporated and registered in Jersey, Channel Islands. The Company registration number is 129405.

Directors' Shareholdings

The Directors who held office during the year and their interest in the shares of the Company were as follows:

Further details of Directors' service contracts, remuneration, share interests and interests in options over the Company's shares can be found in the Remuneration Report on page 28. *Mr Moore holds 650 shares in the Management Incentive Plan.

Major Shareholdings

At the date of publication of this report, the Company had been notified of the following shareholdings of 3% or more of its issued share capital:

Political Contributions

The Group and Company did not make any political donations or incur any political expenditure during the year (30 September 2022: nil)

Going concern

The group incurred a consolidated net loss of £445,000 during the year ended 30 September 2023 and, as of that date, its consolidated current liabilities exceeded its consolidated current assets by £3,319,000.  This indicates that the company may not be a going concern.

The Directors have prepared financial projections along with sensitivity analyses of reasonably plausible alternative outcomes, covering clients and assets, cost inflation, the take up of Group services and the potential acquisition of further businesses. The forecasts demonstrate that the Directors believe that the Group will require additional financial resources to meet the cash requirements of the Group before it is expected to reach a cash flow positive state. The Board therefore is actively managing the cost base of the Group, curtailing expenditure on further acquisitions, it is considering options to improve the current revenue yields earned, and preparing alternatives to raise further funding as and when required, including within the next 12 months. This could include further use of loan notes, and the potential for a targeted equity raise from the current shareholder base.

Taken together, while the plans to mitigate the cash required, and the plans to raise further funding, are both not certain, they do give the Board sufficient confidence to consider the going concern basis to be appropriate for the accounts. 

Likely future developments

The Directors are focused on bringing the Group to a cashflow positive position and to be able to pay a dividend to shareholders over the medium term. In the early years of the TEAM business plan, this was not expected, nor has it been the outcome. This was due to the startup costs associated with the business plan, the costs associated with running a plc entity with a listing on the AIM market, together with the losses made in the investment management division. The acquisitions made or arranged by the Group, along with a pipeline of hiring revenue generating individuals and earnings enhancing acquisitions, together with the expected delivery of revenue and cost synergies from the acquired subsidiaries, are expected to achieve this aim.

Events after the Reporting Period

On 28 September 2023, TEAM announced the issue of a loan note which at the year end had raised £425,000.  As of the date of these accounts the loan note is now at £1,135,000.

On 12 December 2023 TEAM announced the acquisition of two businesses, Neba Financial Solutions Limited (Neba Wealth) and Neba Financial Solutions Private Limited (Neba Singapore) for a total initial consideration of £1.181 million, satisfied by the issue by the Company of a loan note which is convertible into new TEAM shares.

On 27 December 2023 TEAM plc announced that it had exchanged contracts to acquire the entire issued share capital of Homebuyer Financial Services Limited, a Jersey based financial planning business, for total consideration of £2.4 million payable in cash. The acquisition is subject to various conditions, including fundraising by TEAM plc. As at the date of signing, the process is continuing.

On 27 December 2023 TEAM announced that Thornton's management team had decided to remain independent, and TEAM agreed to an amicable cancellation of the proposed acquisition.

Annual General Meeting ("AGM")

The resolutions being proposed at the AGM include usual resolutions dealing with the ordinary business of the AGM. A description of all the resolutions is set out within the Notice of AGM document being posted separately.

Statement of Directors' Responsibilities

The Directors acknowledge their responsibilities for preparing the Annual Report and the consolidated financial statements in accordance with applicable law and regulations.

Companies (Jersey) Law 1991 requires the Directors to prepare consolidated financial statements for each financial year. Under that law. the Directors have elected to prepare the financial statements in accordance with the requirements of International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'). Under Companies (Jersey) Law 1991, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the situation of the Company and Group and of the profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

·    select suitable accounting policies and apply them consistently;

·    make judgements and accounting estimates that are reasonable and prudent;

·    state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to the auditors     

Each of the persons who are Directors at the time that this Directors' Report is approved has confirmed that:

·    so far as that Director is aware, there is no relevant audit information of which the Company's and the Group's auditor is unaware, and

·    that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant information and to establish that the Company's and the Group's auditor is aware of that information.

This report was approved by the Board on 27 March 2023 and signed on its behalf by:

Mr J M Clubb                                                                               Mr M C Moore

Executive Chair                                                                            CFO and COO

Directors' Biographies