REG - Adsure Services PLC - INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPT 2025
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RNS Number : 4729L Adsure Services PLC 15 December 2025
15 December 2025
ADSURE SERVICES PLC
("Adsure" or "the Company")
INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2025
Adsure Services PLC (AQSE: ADS), the holding company for TIAA Limited
(together "the Group"), a specialist business assurance provider operating
across the Housing, Healthcare, Government, Education, Charities, and other
sectors, is pleased to announce its consolidated interim results for the six
months ended 30 September 2025.
The Group offers a wide range of assurance services through its two
operational divisions, Risk & Assurance and Risk & Advisory. The
business has been providing business assurance services for over 30 years.
Financial Highlights as at 30 September 2025
· Revenue: £4.89m (2024: £5.06m)
· Direct Staff Costs: £3.06m (2024: £3.17m)
· Gross Profit: £1.7m (2024: £1.67m)
· EBITDA: £0.49m (2024: £0.55m)
· Profit Before Tax: £0.31m (2024: £0.33m)
· Cash: £0.61m (2024: £0.78m)
· Net Assets: £1.18m (2024: £0.77m).
Operational Highlights
· Strengthened sector-focused business development resulting in double
digit orderbook growth
· Expanded income streams, especially in the Housing sector where client
numbers have grown by over 20% since January 2025 to 130 individual clients
· Won three new University contracts worth a total of £160K
consolidating our experience in the Education Sector
· Launched client testing of our Innovate UK-funded 'TIAA Insight'
proprietary Large Language Model (LLM) AI tool, in preparation for full
deployment in the first half of 2026
· K10 Vision ICT system launched in November as part of our 'Fit for
the Future' strategic initiative
· Continued investment in digital connectivity
· Published our first Impact Report
· Reinforced social values in the business model for principal trading
entity TIAA Limited and maintained trading with other B Corporations
Strategic Priorities for 2025/26:
· Leverage new systems to refine the operating model and pursue
growth in target markets
· Explore innovative software to boost service delivery efficiency
· Research new markets for service alignment
· Prepare a new Corporate Plan to position the Group for future
opportunities in 2026/27 and beyond
Kevin Limn, Chief Executive Officer of Adsure Services PLC, commented:
"The Board is pleased to report that Adsure Services PLC has consolidated its
growth during the first half of the financial year, delivering a robust and
profitable interim performance. This achievement reflects the ongoing
commitment of our staff, strategic investments in technology, and the
expansion of our service portfolio. Cash is consistent at £0.61m on 30
September 2025 (2024: £0.78m). This, coupled with £6m to 30 September 2025
revenue stabilising at £4.89m and net assets rising by 52% to £1.18m in the
12 month period to 30 September 2025, means that the Group is well-positioned
for continued momentum in the second half of the year.
Our focus on innovation, operational efficiency, and sector-driven business
development has laid a strong foundation for future opportunities, and we
remain confident in our ability to drive organic growth, create greater
efficiencies and deliver value to all stakeholders"
For more information and the chance to have your questions directly answered
by the management team, please head to our interactive investor hub via:
https://investors.adsureservicesplc.co.uk/link/Pdx1kP
(https://investors.adsureservicesplc.co.uk/announcements) . Here you will find
all company news and additional content to further explain Adsure's strategy
and investment case.
Engage with the Adsure Services management team directly by asking questions,
watching video
summaries and seeing what other shareholders have to say.
Navigate to our Interactive investor hub here:
https://investors.adsureservicesplc.co.uk/link/Pdx1kP
(https://investors.adsureservicesplc.co.uk/announcements) ."
Adsure Services PLC
Kevin Limn, Chief Executive Officer
Engage with the Company directly +44 (0) 845 300 3333
https://investors.adsureservicesplc.co.uk/s/435bf4
Guild Financial Advisory Limited - Corporate Adviser
Ross Andrews +44 (0)7973 839767
ross.andrews@guilfin.co.uk (mailto:ross.andrews@guilfin.co.uk)
Evangeline Klaassen +44 (0)7972 841276
evangeline.klaassen@guildfin.co.uk (mailto:evangeline.klaassen@guildfin.co.uk)
Redchurch Communications - Financial PR & IR
John Casey / Nicky Bagheri +44 (0) 207 7870 3974
ads@weareredchurch.com (mailto:ads@weareredchurch.com)
CHIEF EXECUTIVE'S STATEMENT
This year to date has seen us consolidate the growth of Adsure Services. We
have been continuing to improve the productivity of our staff, maintain
clients and invest in our resources. This has been coupled with maintaining
our presence and seeking to grow within our core markets and supporting a
wider range of client needs through the increased uptake of our Advisory
service lines. Both these outcomes benefit all key stakeholders, our
shareholders, our staff and our customers.
Following the agreement with K10 Vision announced 24 February 2025, the audit
working paper software has been fully integrated and launched on 1 November
2025. The K10 Vision software represents our commitment to advancing our
technological capabilities, improving internal efficiencies and ensuring we
remain positioned to meet the evolving needs of our clients in an increasingly
dynamic market environment. The successful integration of K10 Vision and our
TIAA Insight AI tool which is due to launch in the first half of 2026, will
position us at the forefront of technological innovation in our sector.
These Interim Financial Statements are the third prepared by the Group. During
the first half of the year the Group consolidated revenue at £4.89m (2024:
£5.06m) a small decrease of 3% largely attributable to timing differences.
Gross profit increased slightly to £1.68m (2024: £1.67m). EBITDA has
decreased to £0.49m (2024: £0.55m) largely due to investments in technology.
Overall profit for the financial period is consistent at £0.25m (2024:
£0.25m), showing that we are continuing to consolidate our position.
The availability of resources will remain a key risk to business operations
within the trading subsidiary. In the current calendar year, the Group has
secured several significant hires, which will support growth and retention of
business. The Group has supplemented these strategic hires with successfully
realigning its skills mix, as reflected by the reduced direct staff costs of
3.54%. As our delivery model becomes more attuned to this realignment, we
expect further benefits and efficiencies to be delivered.
Support staff salaries have increased in line with the Remuneration Policy and
because of planned investment in specific projects. Increased ICT costs
represent further investment in technology which also resulted in increased
property, plant and equipment costs. The above has resulted in a marginal
reduction in EBITDA for the period to £0.49m (2024: £0.55m).
Non-current assets have increased by 11% due to the additional investment in
ICT equipment and the higher costs of upgrading the vehicle fleet. Current
liabilities have decreased due to the reductions in trade payables and the
cessation of the borrowings which were in place in 2024.
Non-current liabilities have decreased largely due to a positive swing in
retirement benefit obligations. The resultant net asset position remains
strong at £1.18m (2024: £0.77m), and ahead of the year end position as of 31
March 2025 of £1.05m.
The Board maintains a positive outlook for trading in the second half of the
financial year to 31 March 2026, supported by a robust contract base with
clear revenue projections and enhanced productivity. The Group's strategic
focus remains on organic growth through securing new contracts and strategic
acquisitions.
Kevin Limn
15 December 2025
CHAIR'S STATEMENT
Overview
These interim results show a steady start to this financial year. While
there has been a small reduction in revenue compared to last year's first
half, this has been offset by the Company's strong cost control, resulting in
a small increase in Gross Profit. Investment in support staff and ICT
upgrades mean that, while EBITDA has fallen, these costs represent an
investment for the future.
Our client base remains large and diverse. Adsure Services PLC works with
organisations to identify and navigate their strategic risks. Our portfolio of
advisory and assurance services is tailored to address the key social,
economic and other risks faced by our clients. As a people business, the
Group's dedicated teams of specialist advisors create bespoke solutions to
meet the challenges of providing high quality services. Our mission is to
provide every client with the knowledge and tools it needs to manage risk.
Our wholly owned subsidiary TIAA Limited (TIAA) began trading in 1995,
providing risk and assurance services to six housing organisations in London.
It celebrated its 30th anniversary earlier this year. Over the last 30 years,
TIAA has grown and developed and now provides services to over 400
high-profile organisations. The vision for TIAA is to be the UK's leading
risk, assurance and advisory business for publicly funded organisations.
Strategy
We believe there continues to be opportunities for the Group to expand our
diverse portfolio of advisory and assurance services, with teams able to
support businesses in many sectors through the complex global risk
environment. Adsure positions itself as a business able to meet the
specialist requirements of any company in need of support. During the
reporting period, our subsidiary TIAA has invested in technology as well as
its people. I am confident that this will leave us in a strong position to
address future challenges.
In accordance with our five-year strategy, during 2025/26 we have invested in
our delivery infrastructure, including process automation, leveraging the
benefits of Artificial Intelligence and Natural Language Processing. This
ongoing investment will complement the continued recruitment of skilled
professionals; it reflects our ambitious growth objectives and will deliver
our services more efficiently.
Board and management
The Company were delighted to welcome Rajiv Jaitly to the Board as
Non-Executive Director in April 2025. Rajiv's knowledge of both Adsure's core
business as well as the capital markets means that he will broaden the
experience of Adsure's Board and support the delivery of our growth strategy.
In August 2025, the Company announced the retirement of Peter Hammond from the
Board after 30 years of service to the Company and its operating subsidiary,
TIAA Limited. Peter played an integral role in the evolution of TIAA and his
involvement has coincided with the most significant events in the Group's
history.
The Company also announced changes to the TIAA board including the appointment
of David Foley, Commercial Director, and Jane Butterfield, Operations
Director, to support the delivery of the Company's growth strategy.
The Board remains content with its composition. The executive management
structure will be kept under review and will adapt to meet changes in our
business environment.
Outlook
The Directors and Executives of the Group believe that the financial
performance for the first six months of 2025/26 is positive. The interim
results reflect the momentum the Group has built through its strategic focus,
increased brand awareness and improved management information systems. The
Board is confident that the momentum achieved in the first six months of the
year will continue for the remainder of the financial year.
We will continue to capitalise on the benefits of our public listing and
maximise the exposure of our brand to drive growth in core and new markets. We
will also continue to work our advisors on improving the liquidity of our
stock.
As ever, my thanks to our team for achieving these results in such a
competitive market.
Jeff Zitron
15 December 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
6 months to 6 months to 12 months to
30 September 2025 30 September 2024 31 March
2025
(see Note 2 for important information on the basis of the accounts information Adsure Group Adsure Group Adsure Group
presented)
Unaudited Unaudited Audited
£ £ £
Revenue 4,885,138 5,059,700 10,027,512
Direct staff salaries (3,057,435) (3,169,662) (6,231,228)
Other direct expenditure (125,946) (223,138) (367,089)
------------------------------------------ ------------------------------------------ ------------------------------------------
Gross profit before overheads 1,701,757 1,666,900 3,429,195
Support staff salaries (580,613) (516,344) (1,006,738)
ICT, office and support costs (634,789) (603,377) (1,238,496)
------------------------------------------ ------------------------------------------ ------------------------------------------
EBITDA+ 486,355 547,179 1,183,961
(Earnings before interest, tax, depreciation, amortisation and non-recurring
expenditure)
Depreciation and amortisation (131,042) (154,163) (277,224)
Interest receivable and similar income 6,048 4,030 6,531
Interest payable and similar expenses (47,046) (62,968) (94,974)
------------------------------------------ ------------------------------------------ ------------------------------------------
Profit before taxation 314,315 334,078 818,294
Taxation (78,578) (83,520) (204,953)
------------------------------------------ ------------------------------------------ ------------------------------------------
Profit for the financial period 253,737 250,558 613,341
========================================== ========================================== ==========================================
Other comprehensive income:
Actuarial gain on defined benefit pension schemes - - 88,000
Taxation relating to other comprehensive income - - (22,250)
------------------------------------------ ------------------------------------------ ------------------------------------------
Total comprehensive income for the financial period 253,737 250,558 679,091
========================================== ========================================== ==========================================
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANICAL POSITION
At At At
30 September 2025 30 September 2024 31 March
2025
(see Note 2 for important information on the basis of the accounts information Adsure Group Adsure Group Adsure Group
presented)
Unaudited Unaudited Audited
£ £ £
Non-current assets
Intangible assets 19,649 34,281 12,277
Property, plant and equipment 808,152 576,517 662,867
Investments 1 1 1
Deferred tax asset 201,361 313,602 216,295
------------------------------------------ ------------------------------------------ ------------------------------------------
1,029,163 924,401 891,440
Current assets
Trade and other receivables 2,169,132 2,269,626 2,177,530
Cash and cash equivalents 609,716 778,927 1,103,599
------------------------------------------ ------------------------------------------ ------------------------------------------
2,778,848 3,048,553 3,281,129
Current liabilities
Trade and other payables (1,409,870) (1,593,592) (1,785,186)
Borrowings - (103,334) -
Lease liabilities (211,660) (205,537) (198,305)
------------------------------------------ ------------------------------------------ ------------------------------------------
(1,621,530) (1,902,463) (1,983,491)
Non-current liabilities
Borrowings - - -
Lease liabilities (208,158) (268,452) (271,580)
Deferred tax liabilities (104,114) (22,212) (40,470)
Retirement benefit obligations (694,000) (1,003,557) (828,000)
------------------------------------------ ------------------------------------------ ------------------------------------------
(1,006,272) (1,294,221) (1,140,050)
------------------------------------------ ------------------------------------------ ------------------------------------------
Net assets 1,180,209 776,270 1,049,028
========================================== ========================================== ==========================================
Capital and reserves
Called up share capital 52,912 52,912 52,912
Share premium account - - -
Own share reserve - - -
Share-based payments reserve 80,421 32,168 64,337
Merger reserve 310,155 310,155 310,155
Retained earnings 736,721 381,035 621,624
------------------------------------------ ------------------------------------------ ------------------------------------------
Shareholders funds 1,180,209 776,270 1,049,028
========================================== ========================================== ==========================================
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Share-based payment reserve Merger Retained earnings
capital Premium & Own share reserves reserve Total
£ £ £ £ £ £
Balances at 1 April 2024 52,912 - - 310,155 182,331 545,398
Per the audited consolidated statutory accounts of Adsure Services PLC ========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Profit for the 6 months financial period - - - - 250,558 250,558
Other comprehensive income for period - - - - - -
Dividends - - - - (51,854) (51,854)
Share-based payment expense - - 32,168 - - 32,168
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Balances at 30 September 2024 52,912 - 32,168 310,155 381,035 776,270
Per the unaudited Adsure Services PLC Interim accounts ========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Profit for the 6 months financial period - - - - 362,783 362,783
Other comprehensive income for period - - - - 65,750 65,750
Dividends - - - - (187,944) (187,944)
Share-based payment expense - - 32,169 - - 32,169
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Balances at 31 March 2025 52,912 - 64,337 310,155 621,624 1,049,028
Per the audited consolidated statutory accounts of Adsure Services PLC ========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Profit for the 6 months financial period - - - - 235,737 235,737
Other comprehensive income for period - - - - - -
Dividends - - - - (120,640) (120,640)
Share-based payment expense - - 16,084 - - 16,084
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Balances at 30 September 2025 52,912 - 84,021 310,155 736,721 1,180,209
Per the unaudited Adsure Services PLC Interim accounts ========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
6 months to 6 months to 12 months to
30 September 2025 30 September 2024 31 March
2025
(see Note 2 for important information on the basis of the accounts information Adsure Group Adsure Group Adsure Group
presented)
Unaudited Unaudited Audited
£ £ £
Cash flows from operating activities
Profit for the period 235,737 250,558 613,341
Adjustments for:
Taxation 78,578 83,520 204,953
Finance costs 47,046 62,968 94,974
Investment income (6,048) (4,030) (6,531)
Amortisation and depreciation 131,042 154,163 277,224
Share-based payment expense 16,084 32,168 64,337
------------------------------------------ ------------------------------------------ ------------------------------------------
Operating cash flow before working capital changes 502,439 579,347 1,248,298
Movements in working capital:
Decrease/(increase) in trade and other receivables 8,398 (336,032) (245,663)
(Decrease)/increase in trade and other payables (375,316) (8,072) 198,366
Contributions to defined benefit pensions (164,000) (143,443) (286,000)
------------------------------------------ ------------------------------------------ ------------------------------------------
Cash (consumed in)/generated from operations (28,479) 91,800 915,001
Interest and similar costs paid (17,046) (21,718) (39,974)
Tax paid/(refunded) - - 11
------------------------------------------ ------------------------------------------ ------------------------------------------
Net cash inflow/(outflow) from operating activities (45,525) 70,082 875,038
Investing activities
Purchase of intangible and tangible assets (283,699) (95,962) (181,765)
Disposal proceeds of intangible and tangible assets - - 1,360
Interest received 6,048 4,030 6,531
------------------------------------------ ------------------------------------------ ------------------------------------------
Net cash used in investing activities (277,651) (91,932) (173,874)
Financing activities
Repayment of borrowings - (110,000) (213,333)
Repayment of lease liabilities (50,067) (104,704) (211,769)
Dividends paid (120,640) (51,854) (239,798)
------------------------------------------ ------------------------------------------ ------------------------------------------
Net cash used in financing activities (170,707) (266,558) (664,900)
------------------------------------------ ------------------------------------------ ------------------------------------------
Net (decrease)/increase in cash and cash equivalents (493,883) (288,408) 36,264
========================================== ========================================== ==========================================
Cash and cash equivalents at beginning of period 1,103,599 1,067,335 1,067,335
------------------------------------------ ------------------------------------------ ------------------------------------------
Cash and cash equivalents at end of period 609,716 778,927 1,103,599
========================================== ========================================== ==========================================
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 GENERAL INFORMATION
Adsure Services PLC ("the Company"), Registered Number: 14514054, is a public
company, limited by shares, and incorporated and domiciled in the United
Kingdom. The Company was incorporated on 29 November 2022 and was listed on
the Aquis Growth Market (AQSE: ADS) on 30 October 2023.
The address of its registered office and the principal place of business are
located at Artillery House, Fort Fareham, Newgate Lane, Fareham, PO14 1AH.
2 BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
These consolidated interim results (Interim Financial Statements) of Adsure
Services PLC comprise the results of the Group for the 6 months ended 30
September 2025.
The Interim Financial Statements are presented in Sterling, which is the
functional currency of the company. Monetary amounts in these Interim
Financial Statements are rounded to the nearest £.
2.1 Accounting convention
The Interim Financial Statements included in this half-yearly financial report
have been prepared in accordance with UK adopted International Accounting
Standard 34, Interim Financial Reporting and the Disclosure and Transparency
Rules of the Financial Conduct Authority.
These Interim Financial Statements do not constitute statutory accounts within
the meaning of section 434(3) of the Companies Act 2006 and should be read in
conjunction with the company's audited consolidated financial statements for
the twelve months ended 31 March 2025, which were prepared in accordance with
International Financial Reporting Standards (IFRS) and are filed with
Companies House.
The information presented for the 6-month period ended 30 September 2025 (and
comparatives presented for the 6-month period ended 30 September 2024) have
not been audited.
2.2 Basis of consolidation
These Interim Financial Statements consolidate the results of Adsure Services
PLC and its wholly owned subsidiary, TIAA Limited. Subsidiaries results are
consolidated in the financial statements from the date that control commences
until the date that control ceases. Subsidiaries are entities controlled by
the Group.
On 6 September 2023, the Company acquired the entire issued share capital of
TIAA Limited (together "the Group") via a share-for-share exchange. The Group
has adopted the principles of merger accounting for this transaction.
2.3 Going concern
At the time of approving the financial statements, the directors, after
considering all available information
about the future, making enquiries and reviewing the forecasts and
projections, have a reasonable expectation that the company has adequate
resources to continue in operational existence for the foreseeable future and
to discharge its liabilities as they fall due for a period covering at least
twelve months from the date of the approval of the financial statements. Thus,
the directors continue to adopt the going concern basis of accounting in
preparing the financial statements for the period ended 30 September 2025.
2.4 Revenue
Revenue is recognised to the extent that the group obtains the right to
consideration in exchange for its performance. Revenue is measured at the fair
value of the consideration receivable for the performance provided in the
period, excluding VAT.
To determine whether to recognise revenue, the company follows a 5-step
process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligation, and then
5. Recognising revenue as performance obligations are satisfied
The group enters into customer contracts to supply specified services, which
require the group to perform assurance services over a period of time, and to
make reports to the customer. Customer contracts are assessed to determine
whether they contain a single performance obligation or multiple performance
obligations. As applicable the total contracted transaction price is allocated
to the performance obligations based on the directors assessment of the fair
value of the respective services provided.
Revenue is recognised over time if the contract ensures the company is
entitled to payment for its performance to date throughout the contract
period, otherwise Revenue is recognised at a point in time as the group
satisfies the performance obligations by providing the specific services to
its customer, typically on delivery of reports to the customer.
The group recognises contract liabilities for consideration received in
respect of unsatisfied performance obligations and reports these amounts
within creditors. Similarly, if the group satisfies a performance obligation
before it receives the consideration, the group recognises either a contract
asset or a receivable within debtors.
In obtaining these contracts with customers, the group incurs a number of
incremental costs directly attributable to the planning and necessary
performance of the contract in accordance with IFRS 15 these contract costs
are capitalised within contract assets and amortised over the performance of
the contract.
2.5 Intangible assets
Intangible assets comprise software and development costs, including costs
capitalised in respect of the development of the management systems. Included
within the costs capitalised are labour costs that are directly attributable
to bringing the Assure and K10 management systems into working condition for
their intended use. Initial capitalisation of costs are based on management's
judgement that technical economic feasibility is confirmed. Management also
determines the period over which intangible asset is then amortised straight
line over its expected useful life of 2-5 years from commencement of its use.
2.6 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Included within computer equipment are amounts where the group has capitalised
labour costs that are directly attributable to bringing an asset into working
condition for its intended use. Initial capitalisation of costs is based once
management's judgement that technical and economic feasibility is confirmed.
Assets under the course of construction are not subject to depreciation until
they are brought into use, at which point they are recategorised as intangible
or tangible fixed assets depending on their substance and depreciated in
accordance with the respective policy.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment Straight line over
3 years
Computer equipment
Straight line over 2 to 5 years
Right-of-use assets
Straight line over the lease period
2.7 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short-term liquid investments with original maturities of
three months or less.
2.8 Trade and other receivables
Trade and other receivables are recognised in the group's statement of
financial position when the group becomes party to the contractual provisions
of the instrument.
The group applies the IFRS 9 simplified model of recognising lifetime expected
credit losses for all trade receivables as these items do not have a
significant financing component. In measuring the expected credit losses, the
trade receivables have been assessed on a collective basis as they possess
shared credit risk characteristics.
2.9 Trade and other payables
Trade and other payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.
2.10 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The Group's liability for current tax is calculated using tax rates that have
been enacted by the reporting period 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.
The carrying amount of deferred tax assets is reviewed at each reporting end
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.
2.11 Retirement benefit schemes
The Group makes payments to defined contribution pension schemes in respect of
its employees, and also participates in certain defined benefit pension
schemes.
Defined contribution pensions
Payments to defined contribution retirement benefit
schemes are charged as an expense as they fall due.
Defined benefit pensions
The cost of providing benefits under defined benefit
plans is determined separately for each plan using the projected unit credit
method and is based on actuarial advice.
The net defined benefit pension asset or liability in the balance sheet
comprises the total of the present value of the defined benefit obligation
(using an appropriate discount rate), less the fair value of plan assets out
of which the obligations are to be settled directly. Fair value is based on
market price information, and in the case of quoted securities is the
published bid price.
The actuary's remeasurement of the defined benefit
plan, is performed annually, for the purpose of its valuation and disclosure
in the statutory accounts prepared to 31 March each year. Hence the value of
the Retirement benefit obligations has not been remeasured within the Interim
Financial Statements.
2.12 Leases
Leases are accounted for in accordance with IFRS 16.
Where a tangible asset is acquired through a lease, the company recognises a
right-of-use asset and a lease liability at the lease commencement date.
Right-of-use assets are included within property, plant and equipment,
initially measured at cost, and subsequently depreciated on a straight-line
basis over the lease term. The lease liability is measured at the present
value of the lease payments that are unpaid at the commencement date,
discounted using the interest rate implicit in the lease.
2.13 Share-based payments
The Group operates a share option scheme for certain
directors and senior employees of TIAA Limited. In accordance with the terms
of the plan, as approved by shareholders at a general meeting, the specified
directors and senior employees of TIAA Limited were granted options to
purchase ordinary shares in Adsure Services PLC at a specified exercise price
of £0.30 per share. The options vest if certain conditions are met, as
defined in the scheme rules. The key metric is if the group's EBITDA (earnings
before interest tax depreciation and amortisation) is greater than 10% above
the EBITDA achieved in the previous financial year.
In the interim accounts, the equity-settled
share-based payments are measured at fair value at the date of grant by
reference to the fair value of the equity instruments granted using the
Black-Scholes model. The fair value determined at the grant date is expensed
on a straight-line basis over the vesting period, based on the estimate of
shares that will eventually vest. A corresponding adjustment is made to
equity.
3 FIXED ASSETS
Intangible assets: Tangible assets: Assets under construct Tangible assets: Tangible assets: Tangible assets:
Total
Fix & fittings Comp equip ROU assets Tangible assets
Software
£ £ £ £ £ £
Cost at 30 September 2024 632,211 23,088 37,707 470,770 704,497 1,236,062
========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Additions - 19,093 - 66,709 157,411 243,213
Disposals - - - - (128,215) (128,215)
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Cost at 31 March 2025 632,211 42,181 37,707 537,479 733,783 1,351,150
Additions 13,510 177,861 18,116 22,358 57,748 276,083
Disposals - - - - (62,058) (62,058)
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Cost at 30 September 2025 645,721 220,042 55,823 559,837 729,473 1,565,175
========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Amortisation at 30 Sept 2024 612,614 - 37,704 373,069 288,533 699,306
========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
Amortisation charge 7,320 - - 13,611 102,131 115,742
Disposals - - - - (126,765) (126,765)
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Amortisation at 31 March 2025 619,934 - 37,704 386,680 263,899 688,283
Amortisation charge 6,138 - - 22,984 101,920 124,904
Disposals - - - - (56,164) (56,164)
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Amortisation at 30 Sept 2025 626,072 - 37,704 409,664 309,655 757,023
========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------ ------------------------------------------
Balances at 30 September 2025 19,649 220,042 18,119 150,173 419,818 808,152
========================================== ========================================== ========================================== ========================================== ========================================== ==========================================
4 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing
the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares. The number of dilutive potential ordinary shares is derived from the
number of share options granted to employees where the exercise price is less
than the average price of the Company's ordinary shares during the period.
Accordingly, for the period ended, no adjustment is required for the number of
dilutive potential ordinary shares and hence the diluted profit per share is
equal to the basic profit per share.
Underlying EPS is calculated using underlying EBITDA (earnings before
interest, tax, depreciation, amortisation and non-recurring expenditure).
Weighted average Earnings
no. of shares per share
Earnings
Earnings attributable to ordinary shareholders for the
6 months ended 30 September 2025 £ No. Pence
Basic earnings per share 235,736 10,582,440 2.23p
Diluted EPS 235,736 10,582,440 2.23p
Underlying EPS (Adjusted earnings = EBITDA+) 486,354 10,582,440 4.60p
========================================== ========================================== ==========================================
£ No. Pence
6 months ended 30 September 2024
Basic earnings per share 250,558 10,582,440 2.37p
Diluted EPS 250,558 10,582,440 2.37p
Underlying EPS (Adjusted earnings = EBITDA+) 547,179 10,582,440 5.17p
========================================== ========================================== ==========================================
£ No. Pence
12 months ended 31 March 2025
Basic earnings per share 613,341 10,582,440 5.80p
Diluted EPS 613,341 10,582,440 5.80p
Underlying EPS (Adjusted earnings = EBITDA+) 1,183,961 10,582,440 11.19p
5 SHARE CAPITAL
The Company's issued share capital at 30 September
2025 comprises 10,582,440 Ordinary shares of 0.5p each.
During August 2025 the Company granted further share options to certain
employees of the Group, enabling them to acquire up to 62,855 shares in the
Company before August 2035, at an exercise price of 30p, subject to certain
performance conditions being met.
As at 30 September 2025, the company has granted a cumulative total of 955,895
share options to certain employees of the Group, of which the financial
performance conditions had been met to vest 603,263 of the share options.
None of the share options had been exercised or were exercisable at 30
September 2025.
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