REG - Adsure Services PLC - Final Results and Dividend
11/08/2025 08:15
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RNS Number : 6877U Adsure Services PLC 11 August 2025
11 August 2025
Adsure Services PLC
("Adsure Services", "the Company ")
Final Results and dividend for the year ended 31 March 2025
Adsure Services (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 final results and proposed dividend for
the year ended 31 March 2025.
Financial Highlights
· Total Revenue increased 7.7% to £10.0m (2024: £9.3m)
· Operating profit increased 61.4% to £0.9m (2024: £0.6m)
· 74% increase in profit before taxation to £0.8m (2024: £0.5m)
· Cash balances remain strong at £1.1m as of 31 March 2025 (2024:
£1.1m)
· EBITDA increased 35% (2024: 33%) to £1.18m (2024: £0.88m)
· EBITDA margin of 11.8% (2024: 9.4%)
· Proposed final dividend payment increase of 15.2% to 1.14
pence per share (2024: 0.99 pence) to be paid in September 2025
Operational Highlights
· Further expansion of our Advisory Practice and the winning of new
client contracts across our Health, Housing, Education, and Local Government
and Emergency Services business areas
· Contracted K10 Vision to implement audit working paper software,
supporting Adsure's digital transformation strategy and development of AI
tools
· High proportion of staff meeting utilisation targets with 83%
achieving a significant standard of performance
· Continued to develop our TIAA Insight AI tool with the aim of
improving operational efficiencies and further margin expansion
· Developed a foothold in fraud prevention and investigation
services in the social housing sector
· Entered new markets though our engagement with a private sector
rail freight operator
· Successfully embedded the new sector led approach to business
development and reshaped TIAA's senior management
· Continued our improvement of the efficiency of back office
services
· Our principal trading entity became a certified B-Corporation,
underscoring our commitment to high standards of social and environmental
performance, transparency, and accountability
Kevin Limn, Chief Executive Officer of Adsure Services Plc, commented:
"I'm delighted to report another year of financial, operational and strategic
progress for Adsure Services. We achieved record revenues and profitability in
2025 and remain committed to delivering further growth and shareholder value
in the years to come.
Adsure Services continues to benefit from a positive trading environment,
driven by the ongoing transformation of UK public services. Our mandated
assurance services remain essential in helping organisations navigate an
increasingly complex and rapidly evolving regulatory framework.
We are witnessing sustained growth in demand for outsourced internal audit and
business assurance functions across government-funded organisations and are
particularly encouraged by the opportunities emerging from the evolving
political and regulatory landscape. As the new Labour administration
prioritises operational efficiency across the public sector, we believe Adsure
Services is poised to contribute to saving the UK taxpayer millions of pounds
by facilitating cost and operational efficiencies for publicly funded bodies.
As Adsure Services seeks to solidify its position as a leader in internal
audit and business assurance services, I believe preparatory work undertaken
in 2024 will provide a solid platform to accelerate growth long into the
future.
Although future growth will be supported by technological advancements, the
real key to our ongoing success is our people. I'd like to thank the Adsure
Services and TIAA team for their diligence and dedication.
Outlook
Our strong 2025 performance positions us well, but I'm focused on the
significant opportunities ahead as a London-listed company. Having invested
prudently in our technological capabilities, the coming year could prove to be
game changing for Adsure Services as we pursue further operational
efficiencies and margin expansion through the deployment of our proprietary AI
tools."
Vicky Davies, CFO of Adsure Services, commented:
"Adsure Services continues to deliver strong financial performance driven by
new business, stringent cost controls and operational efficiencies.
Revenue grew 7.7% to surpass £10m (2024: £9.3m) for the first time as a
listed company. Higher revenues, combined with prudent cost management,
translated to a 61% increase in operating profit.
We have worked extremely hard to improve operational efficiencies across the
business as revenue grows, and I'm thrilled that our efforts are bearing
fruit, with EBITDA margin increasing to 11.8% (2024: 9.4%).
Adsure Services is committed to rewarding shareholders with increasing capital
returns via our ordinary dividend, and I'm delighted to report a 30% increase
in Adsure's total dividend for the year, in line with our progressive dividend
policy.
Further to the announcement on 28 November 2024 regarding the grant of
options, we are pleased to announce that the performance conditions in respect
of 297,680 options for the financial year 2024/25 have been met.
We enter FY2026 well placed to capitalise on opportunities with a robust
balance sheet, strong cash position, and no debt. We remain confident that the
Group will make further progress across key financial metrics in the current
financial year."
Dividend
The Board's recommendation for the final dividend of 1.14 pence per share is
subject to shareholder approval at the Annual General Meeting (AGM) scheduled
for 4 September 2025. Following approval at the AGM, the dividend will have an
ex-dividend date of 11 September 2025. The record date will be 12 September
2025. Payment of the approved dividend will be made to shareholders on 26
September 2025.
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/rD1vGP. 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/rD1vGP.
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) 207 870 3974
ads@weareredchurch.com (mailto:ads@weareredchurch.com)
About Adsure Services
Adsure Services PLC is a leading audit and assurance services provider,
dedicated to delivering high-quality financial review and compliance
solutions. Through investment in innovative technology and AI-driven
solutions, the Company is focused on enhancing efficiency and accuracy in the
audit sector.
Highlights of the year
Financial
• Total Revenue of £10.0m (2024: £9.3m), an increase of
7.7%;
• Operating profit of £0.9m (2024: £0.6m), an increase
of 61.4%;
• 74% increase in profit before taxation to £818k (2024:
£471k);
• Cash balances remain strong at 31 March 2025 at £1.1m
(2024: £1.1m);
• Earnings before Interest, Tax, Depreciation and Amortisation
(EBITDA) of £1,184k (2024: £876k), an increase of 35% (2024: 33%); and
• EBITDA margin of 11.8% (2024: 9.4%).
Operational
• Successful year of trading on the Aquis Stock Exchange;
• Successfully delivered objectives for the second year of
the new Corporate Plan;
• Further expansion of our Advisory Practice and the
winning of new client work;
• Continued to develop AI tools to support our business
development;
• Continued our improvement of efficiency of back office
services;
• Our principal trading entity became a certified
B-Corporation.
STATEMENTS FROM THE CHAIR AND CHIEF EXECUTIVE
FOR THE YEAR ENDED 31 MARCH 2025
Chair's Highlights
The accounts for the year ended 31 March 2025 show a continuation of the
Company's growth and profitability, maintaining a strong record of both
retaining existing and winning new contracts of our trading subsidiary, TIAA
Limited.
The Board is pleased to welcome Rajiv Jaitly to his role shortly after the
year end. We continue to monitor the Board and the leadership team
throughout the group to ensure that we have the appropriate skills and
experience to steer the group effectively and continue to grow and deliver our
Corporate Plan.
Last year's Financial Statements showed a modest growth in turnover from the
previous year. The rate of increase has more than doubled in 2024/25 (2025:
7.7%; 2024: 3.5%). A similar year-on-year increase in profit before taxation
can also be seen (2025: 73.7%; 2024: 71.6%), with a more than doubling of
profit after tax. This has been achieved through revenue growth, and by
maintaining cost increases well below the increase in revenue and fully paying
off TIAA's Coronavirus Business Interruption Loan (CBIL). The Company and
TIAA Limited are debt-free.
The year has also seen a major reshaping of our senior management structure
including the appointment of two senior directors in TIAA to oversee
operations and wider commercial activity, and four lead directors to head each
of our main business areas, Health, Housing, Education, and Local Government
and Emergency Services. Our core offering remains internal audit, helping
our clients to ensure that the services they provide are efficient and
effective. Most internal audit is provided though fixed term, but often
extendable, contracts, won through competitive tendering. Other services
include anti-crime, security management, IT audit, cyber assurance, digital
forensics and a range of investigatory and advisory services. These are often
ad hoc contracts secured from existing or new clients. A major effort to
increase the proportion of our investigatory and advisory work has yielded
success and is an important route to increased profitability.
The Company continues its commitment to staff development and support.
Providing internal career progression is an important way of retaining key
staff and our Graduate and Apprenticeship Programmes help develop talent in a
highly competitive recruitment market. Next year will see a refreshing of
our 5-year Corporate Plan, defining our future targets for growth both in
volume and scope of our services. As I reported last year, through the
energies and skills of our teams, the Company can save clients- and therefore
in many cases the taxpayer- millions of pounds.
Our environmental, social and governance credentials (ESG) remain very
important to us. We are proud that our principal trading entity, TIAA Limited,
has become a certified B-Corporation in the year, affirming our commitment to
social and environmental responsibility. Furthermore, we remain committed to
providing equality and fairness to all through robust policies and procedures
within our activities. Finally we are committed to good governance practices
as demonstrated by our adoption of the Quoted Companies Alliance Corporate
Governance Code (QCA code).
Once again, may I record my thanks to Kevin Limn, our Chief Executive, and all
the Adsure and TIAA teams for the skill and experience that makes this success
story possible. May I also record our thanks to the Company's many partners
including our clients, professional advisers and bankers, and to my fellow
Board members.
Lastly, may I also again thank you, our shareholders, for your continued
support and interest in the Company.
Jeffrey Zitron
Chair
Date: 8 August 2025
Chief Executive Officer's Review
Introduction
The financial year to 31 March 2025 is the second year of trading for Adsure
Services PLC and the second successful year of its Corporate Plan supporting
its trading entity, TIAA Limited, to continue being a trusted partner to
organisations who receive their funding from the public purse.
Business Overview
Over the course of the 2024/25 financial year, Adsure has become an
established small cap company, utilising its elevated profile to deliver its
strategy for growth, in particular:
1. Organic growth in core markets.
2. Accessing new markets for its existing range of services.
3. Creating new technologies to revolutionise business assurance.
The revised operating model is now embedded within our trading subsidiary. I'm
delighted that we have been able to recruit two more fantastic sector leaders
in Health & Social Care and Housing, appointments which may not have been
possible without the benefits of our Aquis listing. Capacity remains the
biggest inhibitor to growth within the Group and therefore we are reviewing
how we can further maximise the benefits of our listing to support the
mitigation of this risk. We have also seen the benefits of our revised
delivery model, evidenced through the sustained improvement in our margins.
A key component of our growth strategy has been the cross selling of core
capabilities to new markets. To that end, I am delighted to see that we have
developed a foothold in fraud prevention and investigation services in the
social housing sector. Furthermore, it is encouraging to see that we have
opened new markets though our engagement with a private sector rail freight
operator.
Technology remains at the forefront of our ambitions to revolutionise the
delivery of our services and the value we can add to our customers. Our
agreement with K10 Vision will underpin our activities, whilst helping us to
build upon the quality and effectiveness of our current operations. TIAA
Insight, our inhouse proprietary AI LLM, has reached the testing stage and
early signs suggest that its outputs are indistinguishable from those of a
human auditor.
Our most important asset is our people and I am delighted to welcome Veran
Patel and Angela Ward to our senior leadership team this year. I am also
pleased to see Jane Butterfield and David Foley recently becoming Board
members of TIAA Limited. We continue to pay close attention to the recruitment
and retention of our staff and support the ongoing success of our TIAA Pathway
Development Programme. We continue to review our benchmarking proposals to
support this key area. I am also delighted to note that the high proportion
of staff meeting their utilisation targets, with 83% being a significant
standard of performance.
Current Trading
The business is trading in line with the Board's expectations, with a strong
opening orderbook and significantly advanced discussions with new and existing
clients, underpinning the revenue expectation for 2025/26. Since the balance
sheet date, the Group has had the following achievements:
· Enhanced its visibility of its business development pipeline.
· Sustained the productivity improvements achieved in 2024/25.
· The commissioning of several new advisory opportunities.
Outlook
We continue to offer an attractive alternative to privately owned accountancy
firms, primarily because our stakeholders benefit from the increased
transparency and oversight that our Aquis listing provides. Stakeholder
engagement is a key part of the Group's strategy and our partnership with
Investor Hub has helped us to communicate more effectively with investors.
With the wider political and economic uncertainty across the globe the Board
understands the importance of clear and concise communication with investors
to maintain their confidence.
Our trading subsidiary has now been a certified B Corp for a year, during
which time there has been a significant revision to the certification
framework. Our objective is to move to recertify as a group and work is
already underway to put the foundations is place to achieve this aim.
The Board's expectations for 2025/26 are for continued strong trading
performance. These expectations are underpinned by a strong contract base and
a robust new business pipeline.
Kevin Limn
Chief Executive
Date: 8 August 2025
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
The directors present the strategic report for the year ended 31 March 2025.
Review of the business
The Group offers a wide range of services to its core markets of Education,
Health, Housing, Local Government and Emergency Services. Risk, Assurance,
Advisory and ICT Consultancy services are offered through its operations and
specialist teams.
Business overview
2024/25 continued the transformation for Adsure Services PLC and its
subsidiary TIAA Limited. Prior to the admission to the Aquis Stock Exchange in
October 2023 the Board and Corporate Leadership Team of TIAA worked through
the arrangements for a share for share exchange with Adsure Services Ltd,
which subsequently reregistered as a PLC.
An ambitious five-year Corporate Plan was developed (2023/24 - 2027/28) which
codified the organic and inorganic growth opportunities for the new Group.
This year represented the second successful year of that plan, continuing the
themes already developed of streamlining and improving productivity,
restructuring and developing in ICT infrastructure. The new specific
sector-led approach is supporting TIAA Limited in winning many new clients and
seeing significant growth in turnover.
This reinforces our position as one of the largest providers of business
assurance services to organisations who receive their funding from the public
purse. Our Advisory practice is growing its services both within our current
sectors and developing new markets.
Financial highlights
Interim results published for Adsure Services PLC showed a positive increase
on the financial position compared to the same period in 2023/24. This trend
has continued with the publication of the full year results.
The key financial performance indicators used by the Company's directors to
assess the performance of the Company are turnover and EBITDA (earnings before
interest, tax and depreciation).
Revenue grew again in 2024/25, this time by 7.7% to £10 million, coming on
the back of new client wins in the prior year and growth in advisory services.
Strong cost controls coupled with the increase in turnover created an
operating surplus of £907k, a 61% increase compared to the prior year.
Overall there was a 103% increase in net profit, which is now standing at
£613k.
EBITDA was 11.8% of revenue at £1,184k for the year, representing the second
year of growth in this key metric (2024: 9.4%, £876k, 2023: 7.3% £657k) due
to improved utilisation of staff and overhead control.
Total assets have grown to £4.2m (2024: £3.8m). The cash balance has
remained stable in the year at £1.1m (2024: £1.1m). Borrowings have also
reduced to nil (2024: £0.2m).
The Directors of the Company feel that these are strong results which leave
the group well placed for the future.
Principal risks and uncertainties
Risk Description Mitigation Strategy
Financial risks - Economic downturn in the market the Group operates in The Group is exposed to inflationary pressures to contract price increases and Contractual inflationary increases are included wherever possible.
the cost price of goods, services and staff costs.
Fixed price long term
contracts utilised.
Financial risks - General downturn in economic conditions The Group is exposed to the risks of general economic uncertainty. The majority of the Group's business activity serves the public sector, which
generally provides more assurance for future income and longer-term revenue
streams.
Operational Risk - Recruitment and Retention of staff There is limited availability of suitably qualified professionals to support The Remuneration Committee has completed an extensive benchmarking review and
the group's growth in contracted services. the Group is providing an enhanced employment package for all grades of staff
in line with the market.
The Group is continuing its strategy of developing sufficient resources to
meet future business growth targets through the internal TIAA Pathway training
and development programme.
Operational risk - Cyber Security The Group relies heavily on the use of data for clients and employees. The Group has Cyber Essentials Plus accreditation and all Directors and staff
complete regular intensive Cyber security training.
Not all risk factors are within the control of the group or its directors.
There may be other risks and uncertainties that are currently unknown, and the
list of risks and uncertainties may change as something that seems immaterial
now could assume greater importance in the future and vice versa.
Directors' statement of compliance with duty to promote the success of the
Group (Section 172 Statement)
Section 172 of the Companies Act 2006 requires that Directors of a company
must act in ways that they consider, in good faith, would be most likely to
promote the success of the company for the benefit of its members as a whole,
and in doing so have regard (amongst other matters) to:
· the likely consequences of any decision in the long term;
· the interests of the company's employees;
· the need to foster the company's business relationships with suppliers,
customers and others;
· the impact of the company's operations on the community and the
environment;
· the desirability of the company maintaining a reputation for high standards
of business conduct; and · the need to act fairly as between members of the
company.
The board has identified the following stakeholder groups and engages with
them to foster strong relations and to act fairly between them:
· Customers: TIAA Ltd the wholly owned subsidiary of Adsure Services PLC
liaises with customers at all stages of the work performed, whether business
assurance, advisory or one off consultancy work. We have a robust customer
feedback process that leads to improvements in our services offered and
developed. A key strategy for TIAA is to add value to our clients through all
the work that we perform. This is mutually beneficial and ensures that
relationships with customers are not purely transactional and are instead
focused on long-term relationships and adding value.
· Employees: employees are critical to the long-term success of Adsure
Services PLC. TIAA has a proven track record in providing apprenticeship and
formal trainee schemes, is an ACCA Gold Approved Employer and is an accredited
living wage employer. Training needs for staff are identified through inhouse
and external training with a high proportion of staff undertaking professional
training. Senior Directors will receive share options relating to the
performance of TIAA in 2024/25 and a wider share save scheme is being
considered for all staff during 2025/26. TIAA continually reviews its overall
benefits package to maximise its value to employees and improve strategies for
recruitment, reward and retention of staff. The Group completed its first full
staff survey in the year and is using the feedback to further improve
employment strategies and working environment. TIAA scored highly in relation
to offering flexible working options.
· Grant bodies and other government agencies: TIAA has benefited from an
Innovate UK Research and Development grant in partnership with the University
of Essex to help us design a system using Artificial Intelligence (AI) to
improve services to customers and the sectors in which we operate.
· Investors and shareholders: The Company has engaged with investors through
its annual and interim reports, AGM, investor and analyst presentations. The
recruitment of an Investor Relations partner in May 2024 is starting to see
greater engagement with existing and potential investors and shareholders.
· Partnerships: Adsure has established partnerships with multiple companies
to facilitate the exploitation of the opportunities in the markets in which it
operates which are funded by the public purse.
· Suppliers: TIAA Ltd, Adsure's wholly owned subsidiary, has become a
registered B-Corporation and will be looking to trade with other
B-Corporations to further foster the commitment to the environment and
sustainable business.
On behalf of the board
Victoria Davies
Director
Date: 8 August 2025
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
We are pleased to present the Corporate Governance report for the year ended
31 March 2025. This section of the Annual Report provides a description of our
corporate governance structure and processes whilst setting out their
application throughout the year ended 31 March 2025. The Board are aware of
the requirements of the provisions of the QCA (Quoted Companies Alliance)
Corporate Governance Code. The Board have not complied with the code for the
year ended 31 March 2025, as due to the current size of the Board the
Remuneration Committee assumes the responsibilities that would be performed by
a Nominations Committee.
The Board considers that this area of non-compliance is likely to continue for
the medium-term.
Board Leadership and Company Purpose
The Board is responsible to the Group's shareholders for the performance,
overall strategic direction, values and governance of the Group. It provides
the leadership necessary to enable the Group's business objectives to be met
within the framework of the internal controls detailed in the report.
During the year to March 2025 the Board currently comprises three Independent
Non-Executive Directors,
Jeffrey Zitron, Hattie Llewelyn-Davies and Peter Hammond and two Executive
Directors Kevin Limn and Victoria Davies. Collectively the Board's aim is to
increase the value of the Group and ensure its guidance and governance is
enhanced through an appropriate Board structure and experienced executive
management. This strategy included the appointment of a new Non-Executive
Director Rajiv Jaitly post year end on 10 April 2025. Brief biographies of
the Directors follow later in this section.
The Company's Articles of Association allow the Directors to authorise
conflicts of interest and a register has been set up to record all actual and
potential conflict situations which have been declared. All declared conflicts
have been approved by the Board. The Group has instituted procedures to ensure
that Directors outside interests do not give rise to conflicts with its
operations and strategy.
Where there are any conflict of interests, the relevant director does not
participate in Board discussions or decisions on such matters and minutes
relating to such matters are not circulated to those individuals.
Corporate Governance Report
The Board communicates with shareholders via RNS announcements, through its
Investor Hub platform and responding to email enquiries from shareholders. It
has also engaged an independent investor relations adviser, Redchurch
Communications part of UK Investor Group, to assist with investor
communications.
Additionally, the Board uses the AGM as an occasion to communicate with all
shareholders who are provided with the opportunity to ask questions. Each
substantially separate issue is presented as a separate resolution.
The Group website and subsidiary website includes general information on the
Group's business, its technology, strategy, business model and activities.
Board meetings
Ten scheduled Board meetings were held during the year ended 31 March 2025.
Both the Audit and Risk Committee, and the Remuneration Committee were held on
two occasions in the year. Attendance at all meetings was near 100%. The Board
currently has ten scheduled meetings for the coming financial year. At each
scheduled meeting, the Board considers a report on financial, operational,
risk and strategic matters. Papers for each scheduled Board meeting are
provided during the week before the meeting.
The following were Directors of Adsure Services PLC during the year. The list
below includes the attendance at the scheduled meetings during the year. One
director was appointed post year end and was therefore not eligible to attend
meetings in the year.
Members Board Audit and Risk Committee Remuneration Committee
Jeffrey Zitron 10 2 2
Hattie Llewelyn-Davies 9 2 2
Peter Hammond 10 2 2
Kevin Limn 10 In attendance* In attendance*
Victoria Davies 10 In attendance* In attendance*
* Note - the Executive Directors are not members of the Remuneration
Committee, however, attend as necessary.
Division of Responsibilities
The Directors possess a wide range of skills, knowledge and experience
relevant to the strategy of the Company, including financial, legal,
governance, regulatory and industry experience as well as the ability to
provide constructive challenge to the views and actions of those employed by
the Group in meeting agreed strategic goals and objectives.
The Board is of the view that those who held office during the 2024/25
financial period committed sufficient time to fulfil their duties as members
of the Board.
There are agreed procedures for the Directors to take independent professional
advice, if necessary, at the Group's expense. All Directors have access to the
advice and services of the Company Secretary. In addition, newly appointed
Directors are provided with a comprehensive induction process.
Composition, Succession and Evaluation
The Board is responsible for determining the composition and make-up of the
Board. It is also responsible for periodically reviewing the Board's structure
and identifying potential candidates to be appointed as Directors, as the need
arises. The selection process is, in the Board's view, both rigorous and
transparent in order to ensure that appointments are made on merit and against
objective criteria set by the Board, considering the benefits of diversity,
while ensuring that appointments are made based on merit and relevant
experience.
The Board, in consideration of skills and succession planning, looks at the
balance, structure and composition of the Board and takes into account the
future challenges and opportunities facing the Group.
Each Non-Executive Director is appointed for an initial term of three years.
Subject to agreement, satisfactory performance and re-election by
shareholders, their appointments may be renewed for further terms.
In order to comply with the QCA Corporate Governance Code, all Directors will
offer themselves for re-election by shareholders at each AGM.
While no formal structured continuing professional development programme has
been established for the nonexecutive Directors, every effort is made to
ensure that they are fully briefed before Board meetings on the Group's
business and support provided with any training needs. In addition, they
receive updates from time to time from the executive Directors on specific
topics affecting the Group and from the Corporate Advisors on recent
developments in corporate governance and compliance. QCA tools, sessions and
materials are available for all Board members. The Group also arranges formal
Director training, from time to time, on Corporate Governance topics and
general Director's responsibilities. Each of the Non-Executive Directors
independently ensures that they update their skills and knowledge sufficiently
to enable them to fulfil their duties appropriately.
Directors Biography and interests
Jeffrey Zitron - Non Executive Chairperson
Jeffrey is the Chairperson of Adsure Services PLC, and has been since listing.
Jeffrey had been a Director and Chairperson of TIAA Limited since December
2008, stepping down as part of planned succession in April 2025. After a 40
year career in housing, including as a Housing Association Chief Executive and
a consultant, he qualified as a barrister, and subsequently as a solicitor,
and now practises in civil litigation. He also holds a Master of Law degree in
International Business Law. Jeffrey is currently the Secretary of Concordat
Consulting Associates Ltd.
Peter Hammond - Non Executive Director
Peter is an FCCA qualified accountant with over 30 years' experience. Peter
was a Director and Company Secretary of TIAA Ltd for over 20 years and 10
years respectively, standing down in September 2023. Peter is the Chair of the
Audit and Risk Committee for Adsure Services PLC. He is also a director of
Peter Hammond Consulting Ltd, Housing Securities (40) Limited, a Special
Purpose Vehicle (SPV) providing capital funding for registered Housing
Associations.
Hattie Llewelyn-Davies OBE - Senior Independent Director
Hattie is the Chair of the Remuneration Committee for Adsure Services PLC.
Hattie has extensive experience as a chair of NHS Trusts and Housing
Associations. She also has Non-Executive Director experience in building
societies and third sector. Her current portfolio includes the Chair of
Eastlight, Norwich City Services Ltd, Essex Partnership University Foundation
Trust and Seaview Crescent Amenities Limited. Her experience spans housing
and homelessness, health, compliance, and financial services across the
public, private and third sectors. Hattie was awarded an OBE for her services
to homeless people. She has a diploma and certificate in company direction and
is a qualified executive coach.
Rajiv Jaitly - Non Executive Director (Joined April 2025)
Rajiv is a Chartered Accountant and is a fellow of the Chartered Institute for
Securities and Investments with experience in developing Board strategy,
managing risk, restructuring and building businesses internationally, with
responsibility for assets in excess of $24bn. He is an experienced senior
independent and non-executive director with listed board experience and good
financial services and risk management skills, including experience dealing
with government and regulators at senior levels. Rajiv is currently a
Non-Executive Director in Heirloom Investment Fund SPC.
Kevin Limn - Chief Executive Officer
Kevin is the CEO of the Group with over 20 years' experience in internal
audit, risk management and governance in a variety of sectors. Kevin is the
Executive Chair of TIAA Limited and is responsible for the strategic delivery
of TIAA Ltd's Corporate Plan. Kevin is FCCA qualified and has been a member of
the ACCA since 2010.
Victoria Davies - Chief Finance Officer
Victoria serves as the Chief Finance Officer and Company Secretary for the
Group, bringing nearly 35 years of extensive experience in Finance, Risk
Management, Governance, and Audit. As an FCCA qualified accountant and a
certified Internal Auditor, Victoria is a seasoned leader responsible for
ensuring the stewardship of the Group's financial and governance arrangements.
Her leadership continues to drive the provision of innovative and cutting-edge
services to the Group's stakeholders. She has been a member of the ACCA since
2000.
Jeffrey Zitron
Chair
Adsure Services PLC
Date: 8 August 2025
REMUNERATION POLICY AND REPORT FOR THE YEAR ENDED 31 MARCH 2025
Remuneration Committee and Its Responsibilities
The Remuneration Committee is comprised of the non-Executive Directors. It is
chaired by Hattie Llewelyn-Davies with all the Non Executive Directors as
members of the Committee. The Remuneration Committee meets no less than twice
a year. The Remuneration Committee met twice during 2024/25. The Remuneration
Committee is responsible for:
· Setting the remuneration policy for all Executive Directors and
the Company Secretary, including pension rights and any compensation payments;
· Recommending to the Board the level and structure of remuneration
for Executive Directors;
· Approving the design of and determining targets for the Company's
performance related pay and share option schemes.
When setting the Company's remuneration policy, the Remuneration Committee
takes into account all factors which it deems necessary, including relevant
legal and regulatory requirements and provisions and recommendations of the
Quoted Companies Alliance's Corporate Governance Code 2023 ("QCA Code") and
associated guidance.
The Company's remuneration policy ensures that remuneration packages for
Executive Directors are competitive and comparable with companies of a similar
size, complexity, and nature. It is designed to attract, retain, and motivate
Executive Directors with the requisite skills and capabilities to successfully
run the Company and support the delivery of the Company's business objectives
and strategic goals in the short, medium, and long-term.
The Remuneration Committee considers the overall performance of the business
and of the individual Executive Directors as part of its remit on recommending
remuneration.
The Chief Executive Officer and Chief Financial Officer may attend
Remuneration Committee meetings by invitation when necessary.
The Chair of the Remuneration Committee reports to the Board on the
committee's proceedings after each meeting on all matters within its duties
and responsibilities.
Non-Executive Director Remuneration
Non-Executive Directors receive fees which were set prior to the Company's
listing on the Aquis stock exchange by the subsidiary board.
Non-Executive Director fees are reviewed annually by the Board in line with
the overall Company pay review process. Neither the non-Executive Directors
nor the Remuneration Committee are involved in any decisions about their own
remuneration. Non-Executive Director fees have been increased during the
period of this annual report following a benchmarking process comparing to
other listed companies and Non-Executive Directors do not participate in any
performance-related remuneration arrangements.
Priorities for the next year will largely centre around the further
development of an equity reward scheme as part of our commitment to attract
and retrain new senior level capability to the organisation to support the
growth of the business.
Remuneration Policy
The Remuneration Policy (the "Policy") was initially approved by Board in July
2024 and is in the process of being fully implemented.
The Remuneration Policy is designed to reflect remuneration trends and
employment conditions across the Group, to support the Group's business
strategy and to help the Group promote and attain its objective of long- term
success.
Safeguards (i.e. clawback)
The Committee has implemented a safeguard to ensure the business and
remuneration targets are met in a sustainable way and performance reflects
genuine achievement against those targets and therefore represents the
delivery of value for shareholders.
Remuneration Report
Remuneration for the year ended 31 March 2025
The remuneration tables below set out amounts payable to each Director during
the financial period ended 31 March 2025 and the period from listing to 31
March 2024:
Year-end 31 March 2024 (Six months)
Annual Salary £000 Pension Contributions £000 Total £000
Jeffrey Zitron 8 0 8
Peter Hammond 6 0 6
Hattie 6 0 6
Llewelyn-Davies
Kevin Limn 62 8 70
Victoria Davies 50 6 56
Total 132 14 146
Year-end 31 March 2025 (12 months)
Annual Salary £000 Pension Contributions £000 Total £000
Jeffrey Zitron 23 0 23
Peter Hammond 19 0 19
Hattie 19 0 19
Llewelyn-Davies
Kevin Limn 162 27 189
Victoria Davies 102 31 133
Total 325 58 383
Non-Executive Directors' letters of appointment
The following provides details of the Non-Executive Directors' letters of
appointment:
Name Date of Appointment
Jeffrey Zitron 5 September 2023
Hattie Llewelyn- Davies 29 November 2022
Peter Hammond 5 September 2023
Rajiv Jaitly 10 April 2025
The Non-executive Directors' letters of appointment provide for termination by
either party by giving the other not less than three months' notice in writing
and the Executive Directors' letters of appointment provide for termination by
either party by giving the other not less than six months' notice in writing.
Each Non-Executive Director is appointed for an initial term of three years.
Subject to agreement, satisfactory performance and reelection by shareholders,
their appointments may be renewed for further terms.
Directors' interests in shares
The beneficial interests of the Directors in the ordinary shares of the
Company are set out below:
As at 31 March 2024 As at 31 March 2025
Jeffrey Zitron 901,560 901,560
Hattie Llewelyn-Davies 210,540 210,540
Peter Hammond 693,993 758,720
Kevin Limn* 30,910 30,910
Victoria Davies* 66,000 66,000
Total 1,903,003 1,967,730
* Share options disclosed in note 9
Hattie Llewelyn-Davies
Chair of Remuneration Committee
Date: 8 August 2025
This report has been approved by the Board
The directors are responsible for the maintenance and integrity of the company
website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Jeffrey Zitron Kevin Limn
Chair Chief Executive
Date: 8 August 2025 Date: 8 August 2025
AUDIT AND RISK COMMITTEE REPORT
Audit and Risk Committee Report
This report is intended to give an overview of the role and activities of the
Audit and Risk Committee in assisting the Board to fulfil its oversight
responsibilities relating to systems of internal control and risk management,
the independence and effectiveness of the external auditor and the integrity
of the Group's financial statements. It details the activities, discussions
and decisions that enabled the Audit and Risk Committee to fulfil its
responsibilities effectively during the financial year ended 31 March 2025.
Composition and meetings
The Audit and Risk Committee is comprised of the three non-executive directors
of the Company; Peter
Hammond (Chair), Jeff Zitron and Hattie Llewelyn-Davies. This grew to four
after the balance sheet date with the appointment of Rajiv Jaitly. The Group
considers that the Audit and Risk Committee members' qualifications, expertise
and experience enable it to comply with the audit committee composition
requirements. The Company's Chief Executive Officer and Chief Financial
Officer are standing invitees to all Audit and Risk Committee meetings.
The Audit and Risk Committee meets not less than twice a year at appropriate
times in the reporting and audit cycle, and otherwise as required. In the year
ended 31 March 2025 the Audit and Risk Committee met twice in accordance with
Terms of Reference.
During the year, time has been allocated for discussions between the Company's
auditors and members of the Committee only, without any executive directors of
the Company present.
Roles and Responsibilities
The Audit and Risk Committee was created following the Company's admission to
the Aquis Stock Exchange in October 2023 and the terms of reference of the
Audit and Risk Committee comply with the Access Segment of the Aquis Growth
Market Rulebook requirements. The principal roles and responsibilities of the
Audit and Risk Committee are:
· Reviewing and monitoring the financial reporting undertaken by
the Company;
· Assessing the independence and performance of the external
auditor;
· Oversight of the external audit process;
· Making recommendations to the Board on the appointment of
external auditors and the audit fee;
· Reviewing the effectiveness of the Company's internal control systems,
and risk assessment, management, monitoring and mitigation processes; and
· Reviewing the adequacy and effectiveness of the Company's
procedures, systems and controls for detecting and preventing fraud, bribery
and money laundering and the process of whistleblowing.
In performing its duties, the Committee maintains effective working
relationships with the Board of Directors, management team, the external
auditor and any specialist adviser that is engaged to support the Committee in
its work.
The Chair of the Audit and Risk Committee reports to the Board on its
proceedings after each meeting and makes whatever recommendations to the Board
it deems appropriate on any area within its remit and on other issues on which
the Board has requested the Committee's opinion.
The ultimate responsibility for reviewing and approving the annual report and
accounts and the half-yearly reports remains with the Board.
Year Ended 31 March 2025 Financial Reporting
The Audit and Risk Committee receives reports from the Chief Financial Officer
and external auditors on the key accounting issues and areas of significant
judgement within the proposed financial statements.
In recommending the financial statements for signing by the Board, the Audit
and Risk Committee has reviewed the following key matters:
· Revenue recognition - ensuring consistent application of recognition
policies and oversight of judgements regarding stage of completion.
· Going concern - reviewing and challenging the detailed financial
plans for the next financial year and the two years beyond that.
The Audit and Risk Committee is satisfied that the Company's financial
statements and annual report give a true and fair view and are not misleading.
Priorities for the Year Ended 31 March 2026
Priorities for the 2026 financial year will include:
· Continued monitoring of the effectiveness of internal control systems,
risk assessment, management and mitigation; and
· Continued monitoring of any relevant developments in accounting
standards and the related implementation and;
· Continued Development of an Internal Audit function for the Group.
External Audit
Shipleys LLP (now renamed Moore Kingston Smith LLP) were reappointed at the
Annual General Meeting in October 2023 as the Company's auditor for the
financial year 2024/25. The Audit and Risk Committee has continued to build an
effective working relationship with the external auditor. Their performance is
reviewed by the Audit and Risk Committee which considers their effectiveness,
independence and partner rotation. This is the third year of Peter Conneely's
tenure as audit engagement partner.
The auditors presented their findings and conclusions from the audit to the
Audit and Risk Committee on 24 July 2025.
No fees were paid to Shipleys LLP / Moore Kingston Smith LLP other than for
audit services in 2024/25.
Peter Hammond
Chair of Audit and Risk Committee
Date: : 8 August 2025
DIRECTORS' REPORT
Introduction
The directors present their report and the audited consolidated financial
statements for the year ended 31 March 2025.
Principal activities
Adsure Services PLC ("the company") was incorporated on 29 November 2022 as
Adsure Services Limited and was established for the purpose of acquiring the
share capital of TIAA Limited, as part of a strategy to list the company's
shares on the stock market. On 18 October 2023, the company was re-registered
as a PLC and on 30 October 2023 its share capital was admitted onto the Access
segment of the Aquis Growth Market (ISIN: GB00BNQNGK59).
Adsure Services PLC is a holding company, which provides management services
to its wholly owned subsidiary, TIAA Limited. The principal activity of TIAA
Limited (and therefore of the group) is that of providing business assurance
and advisory services to the Health, Housing, Local Government, Charity,
Education and Emergency Services sectors.
Consolidated financial statements prepared using merger accounting
The company acquired all of the issued share capital in TIAA Limited via the
issue of a share-for-share exchange on 6 September 2023 with the shareholders
of TIAA Limited. The business combination involved entities under common
control, and hence there was no change in the ultimate beneficial interest of
the former shareholders of TIAA Limited from Adsure Services PLC's
acquisition. Business combinations involving entities under common control are
outside the scope of IFRS 3 and accordingly, the business combination within
these consolidated financial statements has been accounted for using the
merger accounting basis.
Under the merger accounting basis, the acquired assets and liabilities of TIAA
Limited are recorded at their existing carrying value rather than fair value;
no goodwill has been recognised on the business combination; and comparative
periods have been presented to show the combined performance and position of
the group, as if the group has always existed.
Accordingly these consolidated financial statements show the combined
financial performance of the group comprising Adsure Services PLC and TIAA
Limited for the 12 months ended 31 March 2025, with comparatives showing the
12 months ended 31 March 2024.
Results and dividends
The results for the year are set out on page 30.
Ordinary dividends were paid amounting to £239,798.
Financial instruments
Details of the company's financial instruments and policies are provided
within notes 22 and 23 of the financial statements.
Future developments
The directors are not aware, at the date of this report, of any likely major
changes in the group's activities in the next year. Future growth is
anticipated to be delivered through the Corporate Plan.
Directors
The directors who held office during the year and up to the date of signature
of the financial statements were as follows:
Ms H Llewelyn-Davies
Mr P Hammond
Mrs V Davies
Mr K Limn
Mr J Zitron
Mr R
Jaitly
(Appointed 10 April 2025)
Supplier payment policy
The group's current policy concerning the payment of trade payables is to
follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre
Point, 103 New Oxford Street, London WC1A 1DU).
The group's current policy concerning the payment of trade payables is to:
· settle the terms of payment with suppliers when agreeing the terms
of each transaction;
· ensure that suppliers are made aware of the terms of payment by
inclusion of the relevant terms in contracts; and
· pay in accordance with the company's contractual and other legal
obligations.
Trade payables of the group at the year end were equivalent to 34 (2024 - 32)
days purchases, based on the average daily amount invoiced by suppliers during
the year.
Equal opportunities statement
Adsure is committed to a culture of equal opportunities for all, regardless of
age, race or gender. The Board is currently made up of three male Directors
and two female Directors. The Executive team is made up of one Male and one
Female Director.
Auditor
Moore Kingston Smith LLP, formerly Shipleys LLP were appointed as auditor to
the company by the directors and in accordance with section 485 of the
Companies Act 2006, a resolution proposing that they may be re-appointed will
be put at a General Meeting.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to
set out in the company's strategic report information required by Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
Sch. 7 to be contained in the directors' report.
Greenhouse gas emissions, energy consumption and energy efficiency action
Adsure Services PLC has not included the requirements of the Streamlined
Energy and Carbon Reporting (SECR) due to the Group and its subsidiaries not
meeting the threshold for reporting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
group financial statements in accordance with UK adopted International
Accounting Standards (IFRSs) and have also elected to prepare the parent
company financial statements in accordance with Financial Reporting Standard
(FRS) 101 'Reduced Disclosure Framework'. Under company law the directors must
not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the company and of the profit
or loss of the company for that period.
In preparing the group financial statements, International Accounting Standard
1 requires that directors:
· properly select and apply accounting policies;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the company's ability to continue as a going concern.
In preparing the parent company financial statements, the directors are
required to: · select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether the requirements of FRS 101 Reduced Disclosure Framework has
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 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 the
group, and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the company and the group, and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company
website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms
that:
· so far as the director is aware, there is no relevant audit information of
which the company's auditor is unaware, and
· the director has taken all the steps that he / she ought to have taken as a
director in order to make himself / herself aware of any relevant audit
information and to establish that the company's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
On behalf of the board
Victoria Davies
Director
Date: 8 August 2025
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ADSURE SERVICES PLC
Opinion
We have audited the financial statements of Adsure Services PLC (the 'parent
company') and its subsidiaries (the 'group') for the year ended 31 March 2025
which comprise the group income statement, the group statement of
comprehensive income, the group and parent company statement of financial
position, the group and parent company statement of changes in equity, the
group statement of cash flows and the group and parent company notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law and UK adopted international
accounting standards. The financial reporting framework that has been applied
in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
· the financial statements give a true and fair view of the state of the
group's and of the parent company's affairs as at 31 March 2025 and of the
group's profit for the year then ended;
· the group financial statements have been properly prepared in accordance
with UK adopted international accounting standards;
· the parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Overview of our approach to the audit
Our audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement. The audit work on all group
entities was performed by the group audit engagement team.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
year and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in
the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matter 1
Revenue recognition
Revenue is recognised in accordance with the accounting policy set out in the
financial statements. We focused on the risk of material misstatement in the
recognition of revenue, as a result of both fraud and error.
How the scope of our audit responded to the risk
Our work focused on assessing whether the accounting policies for revenue were
in accordance with IFRS 15 and validating that revenue has been recognised in
accordance with the accounting policies.
We gained an understanding of the key processes and controls used to record
revenue transactions. Substantive testing was carried out across the different
revenue streams from initial source documentation to final recognition of
revenue.
We reviewed the revenue recognition policy to ensure it was in line with IFRS
15. We also assessed the adequacy of the Group's disclosure related to revenue
recognition.
Key observation
Based on the audit procedures, nothing has come to our attention that causes
us to believe that any material misstatement is present in respect of the
recognition of revenue in the Group financial statements. Key audit matter 2
Going concern
There is a risk that the Group may hold insufficient working capital to allow
it to meet its financial obligations as they fall due thus giving rise to a
going concern risk.
How the scope of our audit responded to the risk
We have obtained and reviewed the forecasts prepared by management. We
considered the Group's immediately available assets, as well as the level of
any committed facilities.
We considered the adequacy of the disclosures in the financial statements
against the requirements of the accounting standards.
Key observation
Based on our audit work, we have concluded that the use of the going concern
assumption by management remains appropriate.
Key audit matter 3
Management override of controls
There is a risk that journals can be posted that significantly alter the
Financial Statements.
How the scope of our audit responded to the risk
We tested the appropriateness of journal entries recorded in the general
ledger and other adjustments made in the preparation of the Financial
Statements.
In addition, we reviewed accounting estimates for biases that could result in
material misstatements due to fraud.
We considered and evaluated whether there were any significant transactions
outside the normal course of business for the Group.
Key observation
Based on our audit procedures, nothing has come to our attention that causes
us to believe that management have overridden controls.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
We determined group materiality to be £180,000, which was 2% of the Group's
turnover. We determined parent materiality to be £16,500, which was 2% of the
company's turnover. We believe that this materiality basis provides us with
the best assessment of the requirements of the users of the financial
statements. Final group materiality was calculated at £180,000 and final
parent materiality was £16,500; no additional testing was considered
necessary.
Performance materiality
Performance materiality reflects the application of materiality at the
individual account or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality. On the basis of our risk
assessments, together with our assessment of the Group's overall control
environment, our judgement was that performance materiality was approximately
75% of our planning materiality, namely £135,000 for the group and £12,375
for the parent. Final group performance materiality was calculated at
£135,000 and final parent performance materiality was calculated at £12,375.
Reporting threshold
An amount below which identified misstatements are considered as being clearly
trivial.
We set the threshold at 5% of planning materiality and therefore report to the
Board all uncorrected audit differences in excess of £9,000 for the group and
£825 for the parent as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds. Final group triviality was
calculated at £9,000 and final parent triviality was calculated at £825.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors assessment of the Group and Parent Company's
ability to continue to adopt the going concern basis of accounting included:
A critical evaluation of the directors assessment of the entity's ability to
continue as a going concern, covering the period of at least 12 months from
the date of approval of the financial statements by:
· Evaluating the process the directors followed to make their assessment,
including confirming the assessment and underlying projections were prepared
by appropriate individuals with sufficient knowledge of the detailed figures
as well as an understanding of the entities markets, strategics and risks.
Understanding, challenging and corroborating the key assumptions included in
the cashflow forecast against prior year, our knowledge of the business and
industry, and other areas of the audit.
· Searching through enquiry with the directors, review of board minutes and
review of external resources for any key future events that may have been
omitted from the cash flow forecasts and assessing the impact these could have
on future cash flows and cash reserves.
· Considering the adequacy of the disclosures relating to going concern
included within the annual report against the requirements of the accounting
standards and consistency of disclosures against the forecasts and going
concern assessment.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's and parent company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
· the information given in the strategic report and the directors' report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns; or · certain disclosures of directors'
remuneration specified by law are not made; or · we have not received all the
information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of group and parent company financial statements that
are free from material misstatement, whether due to fraud or error. In
preparing the group and parent company financial statements, the directors are
responsible for assessing the group and parent company's ability to continue
as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group and parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess
the risks of material misstatement of the financial statements due to fraud;
to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or suspected
fraud identified during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both those charged with
governance of the entity and its management. Our approach was as follows:
· We identified areas of laws and regulations that could reasonably be
expected to have a material effect on the financial statements from our
general commercial and sector experience, and through discussion with the
directors and other management (as required by auditing standards), and
discussed with the directors and other management the policies and procedures
regarding compliance with laws and regulations;
· We considered the legal and regulatory frameworks directly applicable to
the financial statements reporting framework (UK-adopted international
accounting standards and the Companies Act 2006) and the relevant tax
compliance regulations in the UK;
· We considered the nature of the industry, the control environment and
business performance, including the key drivers for management's remuneration;
· We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit;
· We considered the procedures and controls that the company has established
to address risks identified, or that otherwise prevent, deter and detect
fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify
non-compliance with such laws and regulations. Where the risk was considered
to be higher, we performed audit procedures to address each identified fraud
risk. These procedures included: testing manual journals; reviewing minutes of
meetings with those charged with governance; reviewing the financial statement
disclosures and testing to supporting documentation; performing analytical
procedures; and enquiring of management, and were designed to provide
reasonable assurance that the financial statements were free from fraud or
error.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations (irregularities) is from the events
and transactions reflected in the financial statements, the less likely the
inherently limited procedures required by auditing standards would identify
it. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation. We are not responsible for
preventing non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: https://
(https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx)
www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for
(https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx)
auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx
(https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx)
. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Peter Conneely (Senior Statutory Auditor)
For and on behalf of
Moore Kingston Smith LLP (Statutory Auditor)
10 Orange Street
London
WC2H
7DQ
Date: 8 August 2025
GROUP INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025 2025 2024
Notes £ £
Revenue 4 10,027,512 9,311,636
Employee benefits expense 7 (7,518,436) (6,990,919)
Depreciation and amortisation expense 6 (277,224) (313,792)
Other operating expenses (1,325,115) 1,445,150)
Total operating expenses (9,120,775) (8,749,861)
Operating profit 6 906,737 561,775
Investment revenues 6,531 18,307
Finance costs 10 (94,974) (109,033)
Profit before taxation 818,294 471,049
Income tax expense 11 (204,953) (169,147)
Profit for the year 613,341 301,902
Profit for the financial year is all attributable to the owners of the parent
company.
Earnings per share 12 2025 2024
Basic (pence per share) 5.80 5.80
Diluted (pence per share) 5.80 5.80
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
2025 2024
£ £
Profit for the year 613,341 301,902
Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial gain/(loss) on defined benefit pension schemes 88,000 (214,000)
Tax relating to items not reclassified (22,250) 53,500
Total items that will not be reclassified to profit or loss 65,750 (160,500)
Total comprehensive income for the year 679,091 141,402
Total comprehensive income for the year is all attributable to the owners of
the parent company.
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
2025 2024
Notes £ £
Non-current assets
Intangible assets 13 12,277 32,865
Property, plant and equipment 14 662,867 477,774
Investments 15 1 1
Deferred tax asset 21 216,295 313,602
891,440 824,242
Current assets
Trade and other receivables 17 2,177,530 1,931,867
Cash and cash equivalents 1,103,599 1,067,335
3,281,129 2,999,202
Current liabilities
Trade and other payables 19 1,671,923 1,473,558
Current tax liabilities 113,263 1,614
Borrowings 18 - 213,333
Lease liabilities 20 198,305 164,679
1,983,491 1,853,184
Net current assets 1,297,638 1,146,018
Non-current liabilities
Lease liabilities 20 271,580 255,650
Deferred tax liabilities 21 40,470 22,212
Retirement benefit obligations 25 828,000 1,147,000
1,140,050 1,424,862
Net assets 1,049,028 545,398
Equity
Called up share capital 26 52,912 52,912
Merger reserve 27 310,155 310,155
Share based payment reserve 64,337 -
Retained earnings 27 621,624 182,331
Total equity 1,049,028 545,398
The financial statements were approved by the board of directors and
authorised for issue on 8 August 2025 and are signed on its behalf by:
Mrs V Davies
Director
Company registration number 14514054 (England and Wales)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Share capital Merger Share based payment reserve Retained earnings Total
reserve
Notes £ £ £ £ £
Balance at 1 April 2023 - 537,386 - - 537,386
Year ended 31 March 2024:
Profit - - - 301,902 301,902
Other comprehensive income:
Actuarial gains on pension scheme - - - (214,000) (214,000)
Tax relating to other comprehensive - - - 53,500 53,500
income
Total comprehensive income - - - 141,402 141,402
Transactions with owners:
Dividends - - - (133,390) (133,390)
Transfer to merger reserve - (174,319) - 174,319 -
Share-for-share exchange 52,912 (52,912) - - -
Balance at 31 March 2024 52,912 310,155 - 182,331 545,398
Year ended 31 March 2025:
Profit - - - 613,341 613,341
Other comprehensive income:
Actuarial gains on pension scheme - - - 88,000 88,000
Tax relating to other comprehensive - - - (22,250) (22,250)
income
Total comprehensive income - - - 679,091 679,091
Transactions with owners: - - - (239,798) (239,798)
Dividends
Credit to equity for equity settled share-based payments - - 64,337 - 64,337
Balance at 31 March 2025 26,,27
52,912 310,155 64,337 621,624 1,049,028
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
2025 2024
Notes £ £ £ £
Cash flows from operating activities
Cash generated from operations 33 915,001 102,099
Interest paid (39,974) (53,033)
Income taxes refunded 11 448
Net cash inflow from operating activities 875,038 49,514
Investing activities
Purchase of property, plant and equipment (181,765) (29,163)
Proceeds from disposal of property, plant and equipment 1,360 11,303
Interest received 6,531 18,307
Net cash (used in)/generated from investing activities (173,874) 447
Financing activities
Repayment of preference shares - (12,494)
Repayment of bank loans (213,333) (483,334)
Payment of lease liabilities (211,769) (211,961)
Dividends paid to equity shareholders (239,798) (133,390)
Net cash used in financing activities (664,900) (841,179)
Net increase/(decrease) in cash and cash equivalents 36,264 (791,218)
Cash and cash equivalents at beginning of year 1,067,335 1,858,553
Cash and cash equivalents at end of year 1,103,599 1,067,335
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
1 Accounting policies
Company information
Adsure Services PLC ("the company") is a public company limited by shares
incorporated in England and Wales. The registered office is Artillery House,
Fort Fareham, Newgate Lane, Fareham, PO14 1AH.
The company was incorporated on 29 November 2022, and was established for the
purpose of acquiring the share capital of TIAA Limited, as part of a strategy
to list the company's shares on the Aquis Stock Exchange.
Adsure Services PLC is a holding company, which provides management services
to its wholly owned subsidiary, TIAA Limited. The principal activity of TIAA
Limited (and therefore of the group) is that of providing business assurance
and advisory services to the Health, Housing, Local Government, Charity,
Education and Emergency Services sectors.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK adopted
International Accounting Standards (IFRS) and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS, except as
otherwise stated.
The financial statements are prepared in sterling, which is the functional
currency of the group. Monetary amounts in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost
convention. The principal accounting policies adopted are set out below.
1.2 Business combinations
The company acquired all of the issued share capital in TIAA Limited (together
"the group") via the issue of a share-for-share exchange with the shareholders
of TIAA Limited on 6 September 2023. The business combination involved
entities under common control, and hence there was no change in the ultimate
beneficial interest of the former shareholders of TIAA Limited from Adsure
Services PLC's acquisition. Business combinations involving entities under
common control are outside the scope of IFRS 3 and accordingly, the business
combination within these consolidated financial statements has been accounted
for using the merger accounting basis.
Under the merger accounting basis, the acquired assets and liabilities of TIAA
Limited are recorded at their existing carrying value rather than fair value;
no goodwill has been recognised on the business combination; and comparative
periods have been presented to show the combined financial position, results
of operations and cash flows of the group, as if the group has always
existed.
Accordingly these consolidated financial statements show the combined
financial performance of the group comprising Adsure Services PLC and TIAA
Limited for the 12 months ended 31 March 2025, with comparatives showing the
12 months ended 31 March 2024.
1.3 Basis of consolidation
The consolidated group financial statements consist of the financial
statements of the parent company Adsure Services PLC together with all
entities controlled by the parent company (TIAA Limited, its wholly owned
subsidiary).
All financial statements are made up to 31 March 2025. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by other members of the
group.
All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
1.4 Going concern
During the year the group recorded a profit after tax of £818k (2024:
£471k). As at the reporting date the group had net current assets of £1.3m
(2024: £1.1m) and net assets of £1m (2024: £545k).
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 group and company have adequate resources to continue in operational
existence for the foreseeable future and to discharge their 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.
1.5 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 often 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.
1.6 Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Included within software and development costs, are costs capitalised in
respect of the development of the group's 'Assure' management system. Assure
is designed to provide the group with better monitoring capabilities of the
performance of the group's contracts, and to assist in its audit delivery.
Included within the costs capitalised are labour costs that are directly
attributable to bringing the Assure management system into working condition
for its intended use. Initial capitalisation of costs was based on
management's judgement that technical economic feasibility was confirmed.
Management also determine the period over which an intangible asset is then
amortised. It is typically on a straight line basis over its expected useful
life of 2-5 years from commencement of its use.
1.7 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 on
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 - Vehicles Straight
line over the lease period (typically 3-4 years) Right-of-use assets Straight
line over the lease period
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset, and
is recognised in the income statement.
1.8 Non-current investments
In the parent company financial statements, interests in subsidiaries are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the
power to govern the financial and operating policies of the entity so as to
obtain benefits from its activities.
1.9 Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its
tangible assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
1.10 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
1.11 Financial assets
Financial assets are recognised in the group's statement of financial position
when the group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have
been affected.
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. They have been grouped based on the days
past due and also according to the geographical location of customers.
1.12 Financial liabilities
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the group
after deducting all of its liabilities.
The group recognises financial debt when the company becomes a party to the
contractual provisions of the instruments. The group's financial liabilities
are classified as basic financial liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables and
borrowings, are initially recognised at transaction price unless the
arrangement constitutes a financing transaction, where the debt instrument is
measured at the present value of the future receipts discounted at a market
rate of interest.
1.13 Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer payable at the
discretion of the company.
1.14 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting
period 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. Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
1.15 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
1.16 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.
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 change in the net defined benefit liability arising from employee service
during the year is recognised as an employee cost. The cost of plan
introductions, benefit changes, settlements and curtailments are recognised as
an expense in measuring profit or loss in the period in which they arise.
The net interest element is determined by multiplying the net defined benefit
liability by the discount rate, taking into account any changes in the net
defined benefit liability during the period as a result of contribution and
benefit payments. The net interest is recognised in profit or loss as other
finance revenue or cost.
Remeasurement changes comprise actuarial gains and losses, the effect of the
asset ceiling and the return on the net defined benefit liability excluding
amounts included in net interest. These are recognised immediately in other
comprehensive income in the period in which they occur and are not
reclassified to profit and loss in subsequent periods.
The net defined benefit pension asset or liability in the balance sheet
comprises the total for each plan of the present value of the defined benefit
obligation (using a discount rate based on high quality corporate bonds), 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 value of a net pension
benefit asset is limited to the amount that may be recovered either through
reduced contributions or agreed refunds from the scheme.
1.17 Share-based payments
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.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
1.18 Leases
At inception, the group assesses whether a contract is, or contains, a lease
within the scope of IFRS 16. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Where a tangible asset is
acquired through a lease, the group 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, apart from those that meet the
definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date plus any initial direct costs and an estimate
of the cost of obligations to dismantle, remove, refurbish or restore the
underlying asset and the site on which it is located, less any lease
incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
The lease liability is initially 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 or, if that rate cannot be readily
determined, the group's incremental borrowing rate. Lease payments included in
the measurement of the lease liability comprise fixed payments, variable lease
payments that depend on an index or a rate, amounts expected to be payable
under a residual value guarantee, and the cost of any options that the group
is reasonably certain to exercise, such as the exercise price under a purchase
option, lease payments in an optional renewal period, or penalties for early
termination of a lease.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in: future lease payments
arising from a change in an index or rate; the group's estimate of the amount
expected to be payable under a residual value guarantee; or the group's
assessment of whether it will exercise a purchase, extension or termination
option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset, or is
recorded in profit or loss if the carrying amount of the right-of-use asset
has been reduced to zero.
The group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases of machinery that have a lease term of 12
months or less, or for leases of low-value assets including IT equipment. The
payments associated with these leases are recognised in profit or loss on a
straight-line basis over the lease term.
1.19 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.
2 Adoption of new and revised standards and changes in accounting policies
In preparing these financial statements, the group has prepared its financial
statements in accordance with UK-adopted international accounting standards as
extant at 31 March 2025.
The following standards, amendments to standards, and interpretations became
effective during the period, and have been adopted by the group, but have not
had any effect on amounts reported within these financial statements.
Effective from 1 January 2024:
· IFRS 16 Leases (Amendment to Lease Liability in a Sale and Leaseback);
· IAS 1 Presentation of Financial Statements (Amendment - Classification of
Liabilities as Current or Non current);
· IAS 1 Presentation of Financial Statements (Amendment - Non current
Liabilities with Covenants); and
· Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments (Disclosures for Supplier Finance Arrangements)
Further, There are a number of standards, amendments to standards, and
interpretations which have been issued that are effective in future accounting
periods that the company has decided not to adopt early. The company is
currently assessing the impact of these new standards, interpretations and
amendments but does not expect these to have a significant impact on the
financial statements in the year of adoption.
The following amendments are effective for the period beginning 1 January 2025: · IAS 21 Foreign Exchange (Amendment - Lack of Exchangeability)
The following amendments are effective for the period beginning 1 January
2026:
· Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures
· Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1;
IFRS 7; IFRS 9; IFRS 10 and IAS 7.
The following new IFRS are effective for the period beginning 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
3 Critical accounting estimates and judgements
In the application of the group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
Calculation of revenue from contracts with customers
In the application of IFRS 15, the group's management is required to allocate
the fair value of revenue receivable under a contract, to the performance
obligations that arise within the contract in respect of the deliverables the
group's services are being contracted by the customer. This is a subjective
area, which requires the group's management to exercise their knowledge and
experience of similar contracts.
Customer contacts 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.
Calculation of labour costs within tangible and intangible assets
In determining the amounts to be capitalised, management estimates the time
that personnel have spent in bringing an asset into working condition for its
intended use.
Defined benefit pension plans
The cost of the defined benefit pension plan and the present value of the
pension obligation are determined using actuarial valuations. An actuarial
valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount
rate, future salary increases, mortality rates and future pension increases.
Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the
appropriate discount rate, management considers the interest rates of
corporate bonds in currencies consistent with the currencies of the
post-employment benefit obligation with at least an 'AA' rating or above, as
set by an internationally acknowledged rating agency, and extrapolated as
needed along the yield curve to correspond with the expected term of the
defined benefit obligation. The underlying bonds are further reviewed for
quality. Those having excessive credit spreads are excluded from the analysis
of bonds on which the discount rate is based, on the basis that they do not
represent high quality corporate bonds.
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it
is probable that taxable profit will be available against which the losses can
be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely
timing and the level of future taxable profits, together with future tax
planning strategies.
4 Revenue
All of the company's revenue during the years ended 31 March 2025 and 31 March
2024, was derived from the services it provides in the UK. The nature of the
company's operations are the provision of business assurance and associated
business services, mainly to the Health, Housing, Local Government, Charity,
Education and Emergency Services sectors.
2025 2024
£ £
Revenue analysed by class of business
Recognised as services transferred over time 4,674,271 4,225,391
Recognised as services transferred at a point in time 5,353,241 5,086,245
10,027,512 9,311,636
5 Contracts with customers
2025 2024 2025 2024
Contract assets Contract assets Contract liabilities Contract liabilities
£ £ £ £
At 1 April 978,000 402,323 (530,858) (431,734)
Decrease due to balance transferred to (978,000) (402,323) - -
accounts receivable
Decrease due to revenue recognised in the year - - 530,858 431,734
New contract assets 996,473 978,000 - -
Increase due to cash received in advance - - (387,204) (530,858)
At 31 March - Presented as current 996,473 978,000 (387,204) (530,858)
Contract assets comprise incremental costs directly attributable to the
planning and necessary performance of the contract with the customer, which in
accordance with IFRS 15 are capitalised within Contract assets and amortised
over the performance of the contract.
Contract liabilities relate to deferred income, where the group has received
consideration in advance of it satisfying the performance obligations
associated with the contract.
6 Operating profit
2025 2024
Operating profit for the year is stated after charging/(crediting): £ £
Fees payable to the company's auditor for the audit of the company's 25,000 25,000
financial statements
Depreciation of property, plant and equipment 46,228 67,411
Depreciation of right-of-use assets 210,409 203,159
Amortisation of intangible assets (included within administrative expenses) 20,588 43,222
Share-based payments 64,337 -
7 Employees
The average monthly number of persons (including directors) employed by the
group during the year was:
2025 2024
Number Number
Number of audit staff 113 99
Number of administrative staff 12 18
Number of audit staff 11 19
Total 136 136
Their aggregate remuneration comprised:
2025 2024
£ £
Wages and salaries 6,500,104 6,049,267
Social security costs 631,945 598,268
Pension costs 386,387 343,384
7,518,436 6,990,919
8 Auditor's remuneration
2025 2024
Fees payable to the company's auditor and associates: £ £
For audit services
Audit of the financial statements of the company and its subsidiaries 25,000 25,000
9 Directors' remuneration
2025 2024
£ £
Remuneration for qualifying services 332,165 221,472
Company pension contributions to defined contribution schemes 58,849 26,400
Sums paid to third parties for directors' services 26,160 37,579
417,174 285,451
The number of directors for whom retirement benefits are accruing under
defined contribution schemes amounted to 2 (2024 - 1).
The number of directors who exercised share options during the year was 0
(2024 - 0). During the year 476,052 share options were granted to the
directors, details of which are included within note 24.
Remuneration disclosed above includes the following amounts paid to the
highest paid director:
2025 2024
£ £
Remuneration for qualifying services 147,772 125,111
Company pension contributions to defined contribution schemes 34,375 15,000
10 Finance costs
2025 2024
£ £
Interest on bank overdrafts and loans 9,217 42,316
Interest on lease liabilities 30,757 22,417
Dividends on redeemable participating preference shares not classified as - (11,700)
equity
Net interest on net defined benefit liability 55,000 56,000
Total interest expense 94,974 109,033
11 Income tax expense
2025 2024
£ £
Current tax
UK corporation tax on profits for the current period 111,638 -
Deferred tax
Origination and reversal of temporary differences 35,565 100,758
Adjustment in respect of prior periods - 14,889
Defined benefit pension scheme movements within profit and loss 57,750 53,500
93,315 169,147
Total tax charge 204,953 169,147
The charge for the year can be reconciled to the loss per the income statement
as follows:
2025 2024
£ £
Profit before taxation 818,294 471,049
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%) 204,574 117,762
Effect of expenses not deductible in determining taxable profit 16,735 20,707
Change in unrecognised deferred tax assets (15,790) 15,789
Adjustment in respect of prior years - 14,889
Tax at marginal rate (566) -
Taxation charge for the year 204,953 169,147
In addition to the amount charged to the income statement, the following
amounts relating to tax have been recognised directly in other comprehensive
income:
2025 2024
£ £
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income 22,250 (53,500)
12 Earnings per share
2025 2024
Number Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share 10,582,440 10,582,440
2025 2024
Earnings £ £
Profit for the period from continued operations 613,341 301,902
2025 2024
Pence per share Pence per share
Earnings per share
Basic and diluted earnings per share 5.80 2.85
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of shares outstanding
during the year. Diluted earnings per share is calculated on the same basis as
basic earnings per share but with a further adjustment for the weighted
average number of shares in issue to reflect the effect 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 year. Accordingly, for the year then 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.
13 Intangible assets
Software
£
Cost
At 1 April 2023 632,211
At 31 March 2024 632,211
At 31 March 2025 632,211
13 Intangible assets
Software
£
Amortisation and impairment
At 1 April 2023 556,124
Charge for the year 43,222
At 31 March 2024 599,346
Charge for the year 20,588
At 31 March 2025 619,934
Carrying amount
At 1 April 2025 12,277
At 31 March 2024 32,865
At 31 March 2023 76,087
14 Property, plant and equipment
Assets under construction Fixtures, fittings & equipment Computer equipment Right-of-use assets Total
£ £ £ £ £
Cost
At 1 April 2023 - 37,707 415,869 667,346 1,120,922
Additions - - 29,163 428,033 457,196
Disposals - - (47,137) (339,454) (386,591)
At 31 March 2024 - 37,707 397,895 755,925 1,191,527
Additions 42,181 - 139,584 261,325 443,090
Disposals - - - (283,467) (283,467)
At 31 March 2025 42,181 37,707 537,479 733,783 1,351,150
Assets under construction Fixtures, fittings & equipment Computer equipment Right-of-use assets Total
£ £ £ £ £
Accumulated depreciation and impairment
At 1 April 2023 - 34,444 323,438 460,589 818,471
Charge for the year - 2,300 65,111 203,159 270,570
Eliminated on disposal - - (47,137) (328,151) (375,288)
At 31 March 2024 - 36,744 341,412 335,597 713,753
Charge for the year - 960 45,268 210,409 256,637
Eliminated on disposal - - - (282,107) (282,107)
At 31 March 2025 - 37,704 386,680 263,899 688,283
Carrying amount
At 31 March 2025 42,181 3 150,799 469,884 662,867
At 31 March 2024 - 963 56,483 420,328 477,774
The company has leases for its offices and vehicle fleet. With the exception
of short-term leases and leases of low-value underlying assets, each lease is
reflected in the statement of financial position as a right-of-use asset and a
lease liability.
Right-of-use assets 2025 2024
£ £
Net values at the year end 119,814 149,157
Property
Right-of-use assets - Vehicles 350,070 271,171
469,884 420,328
Depreciation charge for the year 29,342 29,132
Property
Right-of-use assets - Vehicles 181,067 174,027
210,409 203,159
Each lease generally imposes a restriction that, unless there is a contractual
right for the company to sublet the asset to another party, the right-of-use
asset can only be used by the company. Leases are either noncancellable or may
only be cancelled by incurring a substantive termination fee. Some leases
contain an option to purchase the underlying leased asset outright at the end
of the lease, or to extend the lease for a further term. The company is
prohibited from selling or pledging the underlying leased assets as security.
For leases over office buildings the company must keep those properties in a
good state of repair and return the properties in their original condition at
the end of the lease. Further, the company must insure right-of-use assets and
incur maintenance fees on such items in accordance with the lease contracts.
During the previous year, the leases for the office buildings were renewed
onto similar rental terms as previous, with term to 30 April 2029. Vehicle
contract hire leases are typically obtained on 3-4 year terms.
15 Investments
Current Non-current
2025 2024 2025 2024
£ £ £ £
Investments held at amortised cost - - 1 1
The Internal Audit Association (HA) Limited
Peter Hammond and Andrew Townsend together hold one £1 ordinary share of the
issued share capital in The Internal Audit Association (HA) Limited in trust
for TIAA Limited. Peter Hammond and Andrew Townsend are both non-beneficiary
directors of The Internal Audit Association (HA) Limited. The Internal Audit
Association (HA) Limited is a dormant Co-operative and Community Benefits
Society registered in England and Wales.
16 Subsidiaries
On 6 September 2023, in line with the signed share transfer agreement, the
Company acquired all of the issued share capital in TIAA Limited.
Name of undertaking Registered office Principal activities Class of shares held % Held Direct
TIAA Limited Artillery House Fort Fareham Industrial Site, Newgate Lane, Fareham, The provision of business assurance and advisory services to the Health, Ordinary A 100
Hampshire, England, PO14 1AH Housing, Local Government, Charity, Education and Emergency Services sectors.
17 Trade and other receivables
2025 2024
£ £
Trade receivables 970,923 729,879
Provision for expected credit losses (9,832) (7,299)
961,091 722,580
Contract assets (note 5) 996,473 978,000
Other receivables 4,237 12,102
Prepayments 215,729 219,185
2,177,530 1,931,867
The net carrying value of trade receivables is considered a reasonable
approximation of fair value.
Both the current and comparative impairment provisions apply the IFRS 9
expected credit loss model. Note 22 includes disclosures relating to the
credit risk exposures and analysis relating to the allowance for expected
credit losses.
18 Borrowings
2025 2024
£ £
Borrowings held at amortised cost:
Bank loans - 213,333
The bank loan was fully repaid during the year. It was originally issued in
May 2020 in response to the COVID-19 global pandemic, supported by the
Coronavirus Business Interruption Scheme ('CBILS') and was managed by the
British Business Bank on behalf of, and with the financial backing of, the
Secretary of State for Business, Energy and Industrial Strategy. Under the
CBILS, the Secretary of State had agreed to provide the bank with a partial
guarantee. Under the terms of the arrangement, interest was payable at a fixed
rate of 2.09% over base rate per annum. Repayments were due 13 months from the
borrowing date, payable in equal monthly instalments for a period of 5 years.
19 Trade and other payables
2025 2024
£ £
Trade payables 154,386 135,172
Contract liabilities (note 5) 387,204 530,858
Accruals 370,426 128,773
Social security and other taxation 679,571 595,425
Other payables 80,336 83,330
1,671,923 1,473,558
The carrying value of trade and other payables are considered to be a
reasonable approximation of fair value. Trade payables are obligations to pay
for goods or services that have been acquired in the ordinary course of
business from suppliers. Other taxation and social security relates to VAT and
employment taxes payable by the company at the reporting date.
20 Lease liabilities
2025 2024
Maturity analysis £ £
Within one year 231,582 188,623
In two to five years 323,584 308,810
Total undiscounted liabilities 555,166 497,433
Future finance charges and other adjustments (85,281) (77,104)
Lease liabilities in the financial statements 469,885 420,329
Lease liabilities are classified based on the amounts that are expected to be
settled within the next 12 months and after more than 12 months from the
reporting date, as follows:
2025 2024
£ £
Current liabilities 198,305 164,679
Non-current liabilities 271,580 255,650
469,885 420,329
2025 2024
Amounts recognised in profit or loss include the following: £ £
Interest on lease liabilities 30,757 22,417
21 Deferred taxation
Liabilities Assets
2025 2024 2025 2024
£ £ £ £
Deferred tax balances 40,470 22,212 216,295 313,602
Deferred tax assets are expected to be recovered after more than one year
Deferred taxes arise from temporary timing differences between the recognition
of income and expenditure in the financial statements and when they become
subject to, or deductible from taxable profits. Deferred taxes are measured at
the expected future tax rate that the underlying timing difference is expected
to reverse. At 31 March 2025 deferred tax balances are predominately measured
on a 25% tax rate (31 March 2024: 25%).
Deferred tax balances are summarised as follows:
Fixed asset timing differences Tax losses Defined contribution Defined benefit pension schemes Total
pension
schemes
£ £ £ £ £
Liability at 1 April 2023 42,499 - - - 42,499
Asset at 1 April 2023 - (157,075) (5,461) (287,000) (449,536)
Deferred tax movements in prior year
Charge/(credit) to profit or loss (20,287) 135,934 - 53,500 169,147
Charge/(credit) to other comprehensive income - - - (53,500) (53,500)
Liability at 1 April 2024 22,212 - - - 22,212
Asset at 1 April 2024 - (21,141) (5,461) (287,000) (313,602)
Deferred tax movements in current year
Charge/(credit) to profit or loss 18,258 18,682 (1,375) 57,750 93,315
Charge/(credit) to other comprehensive income - - - 22,250 22,250
Liability at 31 March 2025 40,470 - - - 40,470
Asset at 31 March 2025 - (2,459) (6,836) (207,000) (216,295)
The amounts recognised in other comprehensive income relate to the
remeasurement of the defined benefit pension scheme net liability. A deferred
tax asset arises on the Defined benefit pension schemes as the company will
receive tax relief in future on payments it makes to settle the Defined
benefit pension scheme deficit. The future reversal of the deferred tax asset
on the Defined benefit pension scheme is therefore intrinsically linked to the
timing of the future settlement of the Defined benefit pension scheme, and
hence is presented within non-current assets (see note 25).
The remaining net deferred tax asset, primarily relates to tax losses arising
on the transition to and application of IFRS 15. These tax losses will be used
to reduce future tax liabilities on taxable profits arising from the
performance of the company, and based on the projections prepared by
management, are expected to be consumed in the near future.
22 Financial risk management and management of capital
Risk management objectives and policies
The group's objectives when managing capital are to safeguard the group's
ability to operate as a going concern and to maintain an optimal capital
structure to cover the expected peak cash requirements of the group's
business. The group's capital sources primarily comprise share capital,
undistributed profits and borrowing facilities. The group holds or issues
financial instruments in order to finance its operations, details of which are
disclosed in note 23 .
The group is exposed to various risks in relation to financial instruments.
The main types of risks are market risk (mainly interest rate risk), credit
risk and liquidity risk.
The group's risk management is coordinated at its headquarters, in close
cooperation with the board of directors, and focuses on actively securing the
group's short to medium-term cash flows by minimising the exposure to volatile
financial markets. Long-term financial investments are managed to generate
lasting returns.
The group does not actively engage in the trading of financial assets for
speculative purposes nor does it enter into hedging arrangements. The most
significant financial risks to which the company is exposed are described
below:
Market rate risk
The group has minimal exposure to market risk through its use of financial
instruments which result from both its operating and investing activities.
The group's leasing instruments are all on fixed or notional interest rates.
The group's financial instruments are all denominated in sterling and
therefore not subject to foreign currency risks.
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation
to the group. The group is exposed to credit risk from financial assets in
respect of trade and other receivables.
The group continually monitors the credit quality of customers and utilises,
where available, external credit ratings and/or reports on customers. The
group's policy is to deal only with credit worthy counterparties. The credit
terms range between 30 and 120 days. The credit terms for customers as
negotiated with customers are subject to an internal approval process which
considers the credit worthiness of the customer. The ongoing credit risk is
managed through regular review of ageing analysis, together with credit limits
per customer.
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. They have been grouped based on the days
past due and also according to the geographical location of customers.
The group is not subject to any externally imposed capital requirements.
The expected credit loss rates are based on the payment profile for sales over
the past 48 months before 31 March 2025 and 31 March 2024 respectively as well
as the corresponding historical credit losses during that period. The
historical rates are adjusted to reflect current and forwarding looking
macroeconomic factors affecting the customer's ability to settle the amount
outstanding. However, given the short period exposed to credit risk, the
impact of these macroeconomic factors has not been considered significant
within each annual reporting period.
Trade receivables are written off (ie derecognised) when there is no
reasonable expectation of recovery.
Liquidity risk
Liquidity risk is that the group might be unable to meet its obligations. The
group manages its liquidity needs by monitoring scheduled debt servicing
payments for long-term financial liabilities as well as forecast cash inflows
and outflows due in day-to-day business. Net cash requirements are compared to
available borrowing facilities in order to determine headroom or any
shortfalls. This analysis shows that available borrowing facilities are
expected to be sufficient for at least the next 12 months.
23 Financial instruments
The following tables detail the group's remaining contractual maturity for its
non-derivative financial liabilities with agreed payment periods. The tables
have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the group can be required to
pay. The tables include both interest and principal cash flows. To the extent
that interest flows are floating rate, the undiscounted amount is derived from
interest rate curves at the end of the period. The contractual maturity is
based on the earliest date on which the group may be required to pay.
Carrying amount 1-12 months 1-2 years 2-5 years 5+ years Total
At 31 March £ £ £ £ £ £
2025
Finance lease
liabilities 469,885 198,305 165,329 106,251 - 469,885
Trade payables 154,386 154,386 - - - 154,386
Borrowings - - - - - -
Other payables 80,336 80,336 - - - 80,336
704,607 433,027 165,329 106,251 - 704,607
At 31 March 2024 420,329 164,679 165,178 90,472 - 420,329
Finance lease liabilities
Trade payables 135,172 135,172 - - - 135,172
Borrowings 213,333 213,333 - - - 213,333
Other payables 83,330 83,330 - - - 83,330
852,164 596,514 165,178 90,472 - 852,164
The following information provides details of the group's expected maturity
for its non-derivative financial assets.
The information has been drawn up based on the undiscounted contractual
maturities of the financial assets including interest that will be earned on
those assets. The inclusion of information on non-derivative financial assets
is necessary in order to understand the group's liquidity risk management as
the liquidity is managed on a net asset and liability basis.
Carrying amount 1-12 months 1-2 years 2-5 years 5+ years Total
£ £ £ £ £ £
At 31 March
2025
Contract assets 945,443 945,443 - - - 945,443
Trade receivables 961,090 961,090 - - - 961,090
1,906,533 1,906,533 - - - 1,906,533
At 31 March 2024
Contract assets 978,000 978,000 - - - 978,000
Trade receivables 722,580 722,580 - - - 722,580
1,700,580 1,700,580 - - - 1,700,580
Fair value of financial assets and liabilities that are not measured at fair
value
The directors consider that the carrying amounts of financial assets and
financial liabilities carried at amortised cost in the financial statements
approximate to their fair values. All of the group's financial assets and
financial liabilities fall within Level 3 of the fair value hierarchy in IFRS
13.
24 Share-based payments
During the year the group implemented 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.
Number of share options Average exercise price
2025 2024 2025 2024
£ £
Outstanding at 1 April 2024 - - - -
Granted in the period 893,040 - 0.30 -
Outstanding at 31 March 2025 893,040 - 0.30 -
Exercisable at 31 March 2025 - - 0.30 -
Options granted during the year
During the year ended 31 March 2025, 893,040 options were granted, of which
297,680 of the options vested immediately as related to the group's financial
performance for the year ended 31 March 2024, and a further 297,680 options
are expected to vest as a result of the current year. The remaining 297,680 of
unvested options have vesting conditions dependent on the EBITDA metric
disclosed above, for its year ended 31 March 2026.
The fair value of the options granted was measured using the Black-Scholes
model, the principal assumptions used in the calculation were:
2025
Grant date August 2024
Weighted average fair value Inputs for model: £0.11
- Weighted average share price £0.30
- Weighted average exercise price £0.30
- Expected volatility 13%
- Expected life 10 years
- Risk free rate 4%
The underlying expected volatility was determined by reference to historical
data of the company's revenue over the last 10 years. No special features
inherent to the options granted were incorporated into measurement of fair
value.
Options outstanding
The share options can only be exercised after the third anniversary of the
grant date after and expire after the tenth anniversary. No options were
exercised during the year ended 31 March 2025. Each of the options outstanding
at 31 March 2025 have an exercise price of £0.30, and a remaining contractual
life of 9 and a half years.
Expenses
Related to equity settled share based payments 64,337 -
The equity-settled share based payment expense above, which relates to an
employee remuneration expense, has been included in profit or loss and
credited to a share-based payment reserve.
25 Retirement benefit schemes
2025 2024
Defined contribution schemes £ £
Charge to profit or loss in respect of defined contribution schemes 386,387 343,384
The group makes a defined contribution to the NHS pension scheme for all
qualifying employees. The assets of the scheme are held separately from those
of the group in an independently administered fund. The group has no liability
for any shortfall arising from any under funding of the NHS scheme.
The group also makes contributions in respect of qualifying employees who
participate in the Social Housing Pension Scheme.
Defined benefit scheme
The group participates in the Social Housing Pension Scheme (the scheme), a
multi-employer scheme which provides benefits to some 500 non-associated
employers. The scheme was closed to new entrants in April 2013 from the
perspective of TIAA's participating obligations under the scheme. The scheme
is a defined benefit scheme in the UK.
The scheme is subject to funding legislation outlined in the Pensions Act 2004
which came into force on 30 December 2005. This, together with documents
issued by the Pensions Regulator and Technical Actuarial Standards issued by
the Financial Reporting Council, set out the framework for funding defined
benefit occupational pension schemes in the UK.
The scheme is classified as a 'last man standing arrangement'. Therefore TIAA
is potentially liable for other participating employer's obligations if those
employers are unable to meet their share of the scheme deficit following
withdrawal from the scheme. Participating employers are legally required to
meet their share of the scheme deficit on an annuity purchase basis on
withdrawal from the scheme.
The plan assets are managed by a pension fund that is legally separated from
the group. The board of trustees of the pension fund is required by its
articles of association to act in the best interest of the fund and it is
responsible for setting the investment policies. The group has no
representation on the board of the fund.
Valuation
A full actuarial valuation for the scheme was carried out with an effective
date of 30 September 2023. The present value of the defined benefit
obligation, the related current service cost and past service cost were
measured using the projected unit credit method.
Risks
The scheme exposes the group to actuarial risks such as interest rate risk,
investment risk, longevity risk and inflation risk:
· Interest rate risk - The present value of the defined benefit liability is
calculated using a discount rate determined by reference to market yields of
high quality corporate bonds. The estimated term of the bonds is consistent
with the estimated term of the defined benefit obligation and it is
denominated in sterling. A decrease in market yield on high quality corporate
bonds will increase the company's defined benefit liability, although it is
expected that this would be offset partially by an increase in the fair value
of certain of the plan assets.
· Investment risk - The plan assets at 31 March 2025 are predominantly
liability driven investments, equity and debt instruments. The fair value of
the plan assets is exposed to fluctuations in stock market prices and
macro-economic performance of the UK generally.
· Longevity risk - The group is required to provide benefits for life for the
members of the defined benefit liability. Increase in the life expectancy of
the members, particularly in the UK where the pension payments are linked to
CPI, will increase the defined benefit liability.
· Inflation risk - A significant proportion of the defined benefit liability
is linked to inflation. An increase in the inflation rate will increase the
group's liability. A portion of the plan assets are inflation-linked debt
securities which will mitigate some of the effects of inflation.
2025 2024
Key assumptions % %
Discount rate 5.82 4.90
Salary growth rate 3.79 3.78
Inflation (RPI) 3.10 3.15
Inflation (CPI) 2.79 2.78
Allowance for commutation of pension for cash at retirement 75% of max 75% of max
2025 2024
Mortality assumptions Years Years
Assumed life expectations on retirement at age 65:
Assumed life expectations on retirement at age 65:
- Males 20.5 20.5
- Females 23 23
Retiring in 20 years
- Males 21.7 21.8
- Females 24.5 24.4
The amounts included in the statement of financial position arising from the
group's obligations in respect of defined benefit plans are as follows:
2025 2024
£ £
Present value of defined benefit obligations 5,687,000 6,067,000
Fair value of plan assets (4,859,000) (4,920,000)
Deficit in scheme 828,000 1,147,000
2025 2024
Movements in the present value of defined benefit obligations £ £
At 1 April 2024 6,067,000 6,224,000
Benefits paid (291,000) (280,000)
Actuarial gains and losses (385,000) (180,000)
Interest cost 296,000 303,000
At 31 March 2025 5,687,000 6,067,000
Pension contributions to be made by the company in 2025/26 are expected to be
at a similar level to 2024/ 25.
2025 2024
The defined benefit obligations arise from plans funded as follows £ £
Wholly unfunded obligations - -
Wholly or partly funded obligations 5,687,000 6,067,000
5,687,000 6,067,000
2025 2024
Movements in the fair value of plan assets £ £
At 1 April 2024 4,920,000 5,076,000
Interest income 241,000 247,000
Return on plan assets (excluding amounts included in net interest) (297,000) (394,000)
Benefits paid (291,000) (280,000)
Contributions by the employer 286,000 271,000
At 31 March 2025 4,859,000 4,920,000
Estimates and assumptions
The significant actuarial assumptions for the determination of the defined
benefit obligation are the discount rate, the salary growth rate and the
average life expectancy, as disclosed above.
Those assumptions were developed by management with the assistance of
independent actuaries. Discount factors are determined close to each
period-end by reference to market yields of high quality corporate bonds that
are denominated in the currency in which the benefits will be paid and that
have terms to maturity approximating to the terms of the related pension
obligation. Other assumptions are based on current actuarial benchmarks and
management's historical experience.
The weighted average duration of the defined benefit obligation at 31 March
2025 is 14 years (31 March 2024: 14 years).
The following table summarises the effects of changes in these actuarial
assumptions on the defined benefit liability at 31 March:
2025 2024
£ £
Discount rate - 0.3% change - increase 199,000 223,000
- decrease (208,000) (223,000)
Salary growth - 1% change - increase (22,000) (53,000)
- decrease 22,000 52,000
Average life expectancy - 1 year range - increase (146,000) (144,000)
- decrease 142,000 141,000
The present value of the defined benefit obligation has been calculated with
the same method (projected unit credit) as the defined benefit obligation
recognised in the consolidated statement of financial position. The
sensitivity analyses are based on a change in one assumption while not
changing all other assumptions. This analysis may not be representative of the
actual change in the defined benefit obligation as it is unlikely the change
in any of the assumptions would occur in isolation of one another as some of
the assumptions are correlated.
Amounts recognised in the income statement 2025 2024
Costs/(income): £ £
Net interest on defined benefit liability 55,000 56,000
Amounts recognised in other comprehensive income 2025 2024
Costs/(income): £ £
Actuarial changes arising from experience adjustments (385,000) (180,000)
Actuarial changes related to plan assets 297,000 394,000
Total costs/(income) (88,000) 214,000
2025 2024
Fair value of plan assets £ £
Equity instruments 1,449,000 1,291,000
Debt instruments 931,000 624,000
Property 827,000 727,000
Insurance-linked securities 15,000 25,000
Liability driven investments 1,552,000 2,150,000
Cash and other 85,000 103,000
4,859,000 4,920,000
26 Share capital
2025 2024 2025 2024
Ordinary share capital Number Number £ £
Issued and fully paid
Ordinary shares of 0.5p each 10,582,440 10,582,440 52,912 52,912
27 Reserves
Merger reserve
In the combined financial statements, the Merger reserve represents the
retained earnings and accumulated losses of TIAA Limited prior to it becoming
part of the group. In the consolidated financial statements, following the
date when the company obtained control of TIAA Limited on 6 September 2023,
the Merger reserve represents the difference between the nominal value of the
shares issued by the company via the share-for-share exchange in
consideration, and the carrying value of the net assets of TIAA Limited on
acquisition.
Retained earnings reserve
This reserve represents retained earnings and accumulated losses of the group,
for the periods since the group came in to existence.
28 Contingent liabilities
A claim for unspecified damages has been lodged against the company by an
ex-employee. The company has disclaimed liability and is defending the action.
Legal advice obtained indicates that is is unlikely that any significant
liability will arise. Insurance coverage is in place and the directors are of
the view that no material losses will arise in respect of the legal claim at
the date of approval of these financial statements.
29 Capital commitments
2025 2024
£ £
At 31 March 2025 the group had capital commitments as follows:
Contracted for but not provided in the financial statements:
Acquisition of intangible assets 217,057 -
During the year the group entered into a contractual agreement with a supplier
for the provision and development of bespoke IT software, as part of a
development project entitled K10 Vision, the delivery and costs of which would
be received after the reporting date.
30 Events after the reporting date
There have been no significant events affecting the company or group
subsequent to the year end.
31 Related party transactions
Remuneration of key management personnel
The company's related parties are primarily its key management personnel. Key
management of the company comprise the company's board of directors including
its non-executive directors. Details of their remuneration are disclosed in
note 9.
Mr P Hammond is a director and principal shareholder in Peter Hammond
Consulting Limited. During the year ended 31 March 2025 the company purchased
consultancy services amounting to £nil (31 March 2024:
£10,994) from Peter Hammond Consulting Limited.
Transactions with other related parties
As part of the group's normal operating activities, the group provides
services to a customer, Housing Securities (40) Limited, which has a common
director with the company. During the year the group provided services to the
related party customer of £34,246 (2024 - £34,526). At the balance sheet
date, the related party customer owed the group £31,603 (2024 - £21,329).
32 Controlling party
There is no one controlling party of Adsure Services PLC.
33 Cash generated from operations
2025 2024
£ £
Profit for the year after tax Adjustments for: 613,341 301,902
Taxation charged 204,953 169,147
Finance costs 94,974 109,033
Investment income (6,531) (18,307)
Amortisation and impairment of intangible assets 20,588 43,222
Depreciation and impairment of property, plant and equipment 256,637 270,570
Pension scheme non-cash movement (286,000) (271,000)
Equity settled share based payment expense 64,337 -
Movements in working capital:
Increase in contract assets (18,473) (575,677)
(Increase)/decrease in trade and other receivables (227,190) 174,647
(Decrease)/increase in contract liabilities (143,654) 99,124
Increase/(decrease) in trade and other payables 342,019 (200,562)
Cash generated from operations 915,001 102,099
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025
2025 2024
Notes £ £ £ £
Non-current assets
Investments 36 117,249 52,912
Current assets
Trade and other receivables 37 189,472 -
Cash and cash equivalents 60,131 189,853
Current liabilities 38 249,603 189,853
(79,658) (3,011)
Net current assets 169,945 186,842
Total assets less current liabilities 287,194 239,754
Equity
Called up share capital 39 52,912 52,912
Other reserves 64,337 -
Retained earnings 169,945 186,842
Total equity 287,194 239,754
As permitted by s408 Companies Act 2006, the company has not presented its own
income statement and related notes. The company's profit for the year was
£222,901 (2024 - £186,842 profit).
The financial statements were approved by the board of directors and
authorised for issue on 8 August 2025 and are signed on its behalf by:
V Davies
Director
Company registration number 14514054 (England and Wales)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
Share capital Share based payment reserve Retained earnings Total
Notes £ £ £ £
Balance at 1 April 2023 - - - -
Year ended 31 March 2024:
Profit and total comprehensive income Transactions with owners: - - 186,842 186,842
Issue of share capital 39 52,912 - - 52,912
Balance at 31 March 2024 52,912 - 186,842 239,754
Year ended 31 March 2025:
Profit and total comprehensive income Transactions with owners: - - 222,901 222,901
Dividends - - (239,798) (239,798)
Credit to equity for equity settled share-based
payments - 64,337 - 64,337
Balance at 31 March 2025 52,912 64,337 169,945 287,194
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
34 Accounting policies - Individual parent company
Company information
Adsure Services PLC is a public company limited by shares incorporated in
England and Wales. The registered office is Artillery House, Fort Fareham,
Newgate Lane, Fareham, PO14 1AH.
The company was incorporated on 29 November 2022, and was established for the
purpose of acquiring the share capital of TIAA Limited, as part of a strategy
to list the company's shares on the stock market. The company remained dormant
throughout its first accounting period and up to 6 September 2023.
Adsure Services plc is a holding company, which provides management services
to its wholly owned subsidiary, TIAA Limited.
34.1 Accounting convention
The financial statements have been prepared in accordance with Financial
Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in
accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional
currency of the company. Monetary amounts in these financial statements are
rounded to the nearest £.
The company applies accounting policies consistent with those applied by the
group. To the extent that an accounting policy is relevant to both group and
parent company financial statements, please refer to the group financial
statements for disclosure of the relevant accounting policy.
As permitted by FRS 101, the company has taken advantage of the following
disclosure exemptions from the requirements of IFRS:
· inclusion of an explicit and unreserved statement of compliance with IFRS;
· presentation of a statement of cash flows and related notes;
· disclosure of the objectives, policies and processes for managing capital;
· disclosure of key management personnel compensation;
· disclosure of the categories of financial instrument and the nature and
extent of risks arising on these financial instruments;
· the effect of financial instruments on the statement of comprehensive
income;
· disclosure of the future impact of new International Financial Reporting
Standards in issue but not yet effective at the reporting date.
35 Employees - Individual parent company
The average monthly number of persons employed by the company during the year
was:
2025 2024
Number Number
Number of management staff 2 2
Their aggregate remuneration comprised:
2025 2024
£ £
Wages and salaries 332,165 115,794
Social security costs 38,262 11,823
Pension costs 58,849 11,250
429,276 138,867
36 Investments- Individual parent company
Current Non-Current
2025 2024 2025 2024
£ £ £ £
Investments in subsidiaries - - 117,249 52,912
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying amounts of
financial assets carried at amortised cost in the financial statements
approximate to their fair values.
Investment in subsidiary undertakings
Details of the company's principal operating subsidiaries are included in note
16.
Movements in non-current investments
Shares in
subsidiaries
£
Cost or valuation
At 1 April 2024 52,912
Capital contribution in respect of equity-settled share based payments 64,337
At 31 March 2025 117,249
Carrying amount
At 31 March 2025 117,249
At 31 March 2024 52,912
37 Trade and other receivables - Individual parent company
2025 2024
£ £
1 -
188,629 -
842 -
189,472 -
38 Liabilities - Individual parent company
2025 2024
£ £
Notes
Trade and other payables 13,654 13,654
Corporation tax payable 52,492 52,492
Other taxation and social security 13,512 13,512
79,658 3,011
39 Share capital - Individual parent company
Refer to note 26 of the group financial statements.
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